exhibit41-oglethorpextwe






  46910378.5      TWELFTH AMENDED AND RESTATED LOAN CONTRACT    Dated as of October 18, 2022      between    OGLETHORPE POWER CORPORATION  (AN ELECTRIC MEMBERSHIP CORPORATION)    and    UNITED STATES OF AMERICA          RUS Project Designation: Georgia 109 “AE48” OPC        EXHIBIT 4.1 





 






  (i)  46910378.5  TABLE OF CONTENTS  Page  ARTICLE I - DEFINITIONS ......................................................................................................1  ARTICLE II - REPRESENTATIONS AND WARRANTIES .................................................7  ARTICLE III - THE LOANS ......................................................................................................9  Section 3.1 The Loans ...................................................................................................9  Section 3.2 No Further Advances .................................................................................9  Section 3.3 Advances under any Partially Unadvanced Note or the  AE48 FFB Note ........................................................................................10  Section 3.4 Interest Rates and Payment ....................................................................10  Section 3.5 Prepayment ...............................................................................................10  Section 3.6 Last Day for an Advance under any Partially  Unadvanced Note and the AE48 FFB Note ...........................................10  ARTICLE IV - CONDITIONS OF LENDING ........................................................................11  Section 4.1 General Conditions ..................................................................................11  Section 4.2 Conditions to Advances Under any Partially  Unadvanced Note or the AE48 FFB Note ..............................................12  ARTICLE V - AFFIRMATIVE COVENANTS ......................................................................13  Section 5.1 Generally ...................................................................................................13  Section 5.2 Performance under Indenture ................................................................13  Section 5.3 Annual Compliance Certificate ..............................................................13  Section 5.4 Simultaneous Prepayment of Contemporaneous Loans ......................14  Section 5.5 Coverage Ratios .......................................................................................14  Section 5.6 Financial Books ........................................................................................14  Section 5.7 Rights of Inspection .................................................................................14  Section 5.8 Real Property Acquisition .......................................................................15  Section 5.9 Financial Reports .....................................................................................15  Section 5.10 Miscellaneous Reports and Notices ........................................................15  Section 5.11 Variable Rate Indebtedness ....................................................................16  Section 5.12 Special Construction Account .................................................................16  Section 5.13 Compliance with Laws ............................................................................16  Section 5.14 Plant Agreements .....................................................................................16  Section 5.15 Lockbox Agreement .................................................................................17  Section 5.16 Nuclear Fuel, Coal, Oil and Natural Gas ...............................................17  Section 5.17 Power Requirements Studies ..................................................................17  Section 5.18 Engineering Planning ..............................................................................17  Section 5.19 Procurement .............................................................................................17  Section 5.20 Construction Work Plans ........................................................................17  Section 5.21 Design Standards, Construction Standards and List of  Materials ...................................................................................................18  Section 5.22 Nondiscrimination....................................................................................19  Section 5.23 “Buy American” Requirements ..............................................................20  





 






  (ii)  46910378.5  Section 5.24 Maintenance of Credit Ratings ...............................................................20  Section 5.25 Application of Advances ..........................................................................20  Section 5.26 Excepted Property ...................................................................................20  Section 5.27 Additional Affirmative Covenants .........................................................20  ARTICLE VI - NEGATIVE COVENANTS ............................................................................21  Section 6.1 General ......................................................................................................21  Section 6.2 Limitations on Additions to Capacity and Dispositions  of System Assets .......................................................................................21  Section 6.3 Limitations on Employment and Retention of General  Manager ....................................................................................................22  Section 6.4 Limitations on Certain Types of Contracts ...........................................22  Section 6.5 Limitations on Loans, Investments and Other  Obligations ................................................................................................24  Section 6.6 Accounting ................................................................................................24  Section 6.7 Rate Reductions .......................................................................................24  Section 6.8 Indenture Restrictions .............................................................................24  Section 6.9 Negative Pledge ........................................................................................27  Section 6.10 Environmental Allowances and Credits ................................................29  Section 6.11 Changes to Plant Agreements .................................................................29  Section 6.12 Fiscal Year ................................................................................................29  Section 6.13 Limits on Variable Rate Indebtedness ...................................................29  Section 6.14 Limitations on Changing Principal Place of Business ..........................29  Section 6.15 Limitations on RUS Financed Extensions and Additions ....................29  Section 6.16 Historic Preservation ...............................................................................30  Section 6.17 Impairment of Wholesale Power Contracts ..........................................30  Section 6.18 State Regulation .......................................................................................30  Section 6.19 Limitations on Short-Term Indebtedness ..............................................30  Section 6.20 Additional Negative Covenants ..............................................................30  ARTICLE VII - EVENTS OF DEFAULT ...............................................................................30  ARTICLE VIII - REMEDIES ...................................................................................................32  Section 8.1 Remedies ...................................................................................................32  Section 8.2 Suspension of Advances ...........................................................................32  ARTICLE IX - MISCELLANEOUS.........................................................................................32  Section 9.1 Notice to RUS; Objection of RUS ...........................................................32  Section 9.2 Notices .......................................................................................................33  Section 9.3 Expenses ....................................................................................................34  Section 9.4 Late Payments ..........................................................................................34  Section 9.5 Filing Fees .................................................................................................34  Section 9.6 No Waiver .................................................................................................34  Section 9.7 Governing Law .........................................................................................34  Section 9.8 Holiday Payments ....................................................................................35  Section 9.9 Successors and Assigns ............................................................................35  Section 9.10 Complete Agreement; Amendments ......................................................35  Section 9.11 Headings....................................................................................................35  





 






  (iii)  46910378.5  Section 9.12 Severability ...............................................................................................35  Section 9.13 Right of Set Off.........................................................................................35  Section 9.14 Schedules and Exhibits ............................................................................36  Section 9.15 Sole Benefit ...............................................................................................36  Section 9.16 Existing Loan Contract ...........................................................................36  Section 9.17 Authority of RUS Representatives .........................................................36  Section 9.18 Relation to RUS Regulations ..................................................................36  Section 9.19 Term ..........................................................................................................37  Section 9.20 References to Statutes and Regulations .................................................37  Section 9.21 Relation to Indenture ...............................................................................37          





 






  (i)  46910378.5  SCHEDULES AND EXHIBITS  Schedule 1 Contemporaneous Loans, Outstanding Notes and Fiscal Year of  Obligation for the AE48 FFB Note    Schedule 2 Plant Agreements    Schedule 3 Subsidiaries    Schedule 4 Additional Affirmative and Negative Covenants     Schedule 5 Litigation      Schedule 6 Certain Investments    Exhibit A Equal Opportunity Contract Provisions    Exhibit B Description of Rating Agency Services      





 






    TWELFTH AMENDED AND RESTATED LOAN CONTRACT  THIS TWELFTH AMENDED AND RESTATED LOAN CONTRACT, dated as of  October 18, 2022, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC  MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An  Electric Membership Generation & Transmission Corporation) (together with any successors and assigns, the “Borrower”), a corporation organized and existing under the laws of the State of Georgia (the “State”), and the UNITED STATES OF AMERICA (the “Government”), acting  by and through the Administrator (together with any person succeeding to the powers and rights of the Administrator with respect to this Agreement, the “Administrator”) of the Rural Utilities  Service (together with any agency succeeding to the powers and rights of the Rural Utilities  Service with respect to this Agreement, the “RUS”), and amends and restates that certain  Eleventh Amended and Restated Loan Contract, dated as of December 3, 2020, between the  Borrower and the Government, acting by and through the Administrator of the RUS (the “Existing Loan Contract”).  RECITALS  WHEREAS, the Borrower has incurred, pursuant to the Act (as defined in Article I) and  under the Existing Loan Contract, certain indebtedness and other obligations to, or guaranteed  by, the Government, acting by and through the Administrator of the RUS, which indebtedness  and other obligations are evidenced by the Outstanding Notes (as defined in Article I); and  WHEREAS, the Borrower has entered into that certain Indenture (as defined in Article I),  pursuant to which the Borrower has granted security title to and a security interest in  substantially all of its real and personal property to secure the indebtedness and other obligations  evidenced by the Outstanding Notes and to secure certain other indebtedness; and  WHEREAS, in order to provide for the Borrower incurring, pursuant to the Act, certain  additional indebtedness and other obligations to, or guaranteed by, the Government, acting by  and through the Administrator of the RUS, which additional indebtedness and other obligations  will be evidenced by the AE48 Notes (as defined in Article I), the Borrower and the RUS desire  to amend and restate the Existing Loan Contract as hereinafter set forth.  NOW, THEREFORE, for and in consideration of the premises and the mutual covenants  hereinafter contained, the parties hereto amend and restate the Existing Loan Contract to read in  its entirety, and agree and bind themselves, as follows:  ARTICLE I - DEFINITIONS  Capitalized terms that are not defined herein shall have the meanings set forth in the  Indenture.  The terms defined herein include both the plural and the singular.  Unless otherwise  specifically provided, all accounting terms not otherwise defined herein shall have the meanings  assigned to them, and all determinations and computations herein provided for shall be made, in  accordance with Accounting Requirements. “Accounting Requirements” shall have the meaning given such term in the Indenture.  





 






   2  46910378.5  “Act” shall mean the Rural Electrification Act of 1936, as amended. “Advance” or “Advances” shall mean an advance or advances made or approved by the  RUS under any Partially Unadvanced Note payable to FFB or under the AE48 FFB Note. “AE48 FFB Note” shall mean the note of the Borrower, dated October 18, 2022, payable  to the order of FFB in the face principal amount of $234,681,000, the payment of which is  guaranteed by the Government, acting by and through the Administrator of the RUS, pursuant to  the Act, and all amendments, supplements, extensions and replacements to, of or for such note.  “AE48 Loan” shall have the meaning as defined in Section 3.1(b).  “AE48 Loan Documents” shall mean, collectively, this Agreement, the AE48 Notes and  the supplement to the Indenture pursuant to which the AE48 Notes are issued. “AE48 Notes” shall mean, collectively, the AE48 FFB Note and the AE48  Reimbursement Note.   “AE48 Reimbursement Note” shall mean the note of the Borrower, dated October 18,  2022, evidencing the reimbursement obligations of the Borrower to the Government, acting by  and through the Administrator of the RUS, with respect to the Government’s guarantee of the  AE48 FFB Note, and all amendments, supplements, extensions and replacements to, of or for  such note. “Agent” means, at any time, the entity appointed by the joint owners under a joint  ownership contract for purposes of undertaking construction, operation and similar  responsibilities on behalf of the joint owners with respect to the related jointly owned facility. “Agreement” shall mean this Twelfth Amended and Restated Loan Contract, as it may be  amended or supplemented from time to time, together with all schedules and exhibits hereto. “Business Day” shall mean any day that the RUS and FFB are both open for business. “Contemporaneous Loans” shall mean those loans identified as such on Schedule 1  hereto.  Any loan used to refinance or refund a Contemporaneous Loan is also considered to be a  Contemporaneous Loan. “Credit Rating” shall mean (i) a rating assigned by a Rating Agency to any long-term  indebtedness (that is not subject to Credit Enhancement)(including, without limitation,  indebtedness issued by any governmental authority with respect to which the Borrower is an  obligor) secured directly or indirectly under the Indenture, or (ii) if a Rating Agency has not  assigned a rating of the type described in clause (i) above, an indebtedness or company rating  assigned by a Rating Agency of the type that is the same or substantially similar to the type that  the Borrower has in place on the date of this Agreement. “Current Refunding” shall mean any refinancing or refunding of indebtedness that occurs  not more than ninety (90) days following the Stated Maturity of such indebtedness.  





 






   3  46910378.5  “Designation Notice” shall have the meaning as defined in Section 4.1(c). “Environmental Allowances and Credits” shall mean attributes of an environmental or  similar nature that are created or otherwise arise from the generation, purchase or sale of  electricity or that result from the avoidance or reduction of the emission of any gas, chemical or  other substance (including any and all environmental air quality credits, green credits, white  credits, renewable energy credits or certificates, carbon credits, emissions reduction credits,  energy efficiency or energy use reduction credits, certificates, tags, offsets, tax credits, emission  allowances, or similar products or rights as well as reporting rights, however entitled, currently  existing or later arising under local, state, regional, federal, or international legislation or  regulation or voluntary program).   “Equity” shall mean the Borrower’s total margins and equities computed in accordance  with Accounting Requirements. “Events of Default” shall have the meaning as defined in Article VII. “FERC” shall mean the Federal Energy Regulatory Commission, or any agency or other  governmental body succeeding to the functions thereof. “FFB” shall mean the Federal Financing Bank, an instrumentality and wholly-owned  corporation of the Government, and any successor to the powers and rights thereof with respect  to the Notes. “Financial and Operating Report Electric – Power Supply” shall mean the version of  Financial and Operating Report Electric – Power Supply (including subdivisions thereof)  submitted by the Borrower and dated as of December 31, 2021 or corresponding information in  future versions of such form or any form required by RUS in substitution therefor containing  corresponding information. “Fitch” shall mean Fitch Ratings, Ltd. and any successor thereto. “General Manager” shall mean the President and Chief Executive Officer of the  Borrower or the person performing the duties of a chief executive officer if no person holds such  title and, in the event of any dispute between the Borrower and the Government as to who is the  General Manager, the Administrator may designate a person or position that shall be the General  Manager for purposes of this Agreement. “Highest Oversight Period” shall mean (x) as to an event described in clause (i) or (iv)  below, any period commencing on the date that the Borrower receives written notice from the  Administrator that such event has occurred and stating that the Administrator has elected to  commence a Highest Oversight Period and ending on the date that such event has ended, and (y)  as to an event described in clause (ii) or (iii) below, any period commencing on the date that the  Borrower receives written notice from the Administrator that such event has occurred (which  notice shall set forth the basis for concluding that such event has occurred) and ending on the  date that the Borrower receives written notice from the Administrator that such period has ended:  





 






   4  46910378.5  (i) the Borrower has been assigned a Credit Rating of less than “Ba3” (or its then current equivalent) in the case of Moody’s, “BB-” (or its then current equivalent) in the case of S&P, “BB-” (or its then current equivalent) in the case of Fitch, or  the then current equivalent by any other Rating Agency then assigning a Credit  Rating;  (ii) the Administrator determines that the System is incapable of providing reliable  service to the members of the Borrower pursuant to the terms of the Wholesale  Power Contracts;  (iii) the Administrator determines that, as a consequence of any change in the  condition, financial or otherwise, operations, properties or business of the  Borrower, the Borrower will be unable to perform its material obligations under  (a) this Agreement, (b) the Wholesale Power Contracts, (c) the Notes, or (d) the  Indenture; or  (iv) a Significant or Uncured Indenture Event of Default shall have occurred.   “Increased Oversight Period” shall mean any period commencing on the date that the  Borrower receives written notice from the Administrator that the Borrower has been assigned a  Credit Rating below investment grade by at least two (2) Rating Agencies and stating that the  Administrator has elected to commence an Increased Oversight Period and ending on the date  that the Borrower no longer has been assigned a Credit Rating below investment grade by at least  two (2) Rating Agencies.  For purposes of this definition, an investment grade Credit Rating  shall mean, in the case of Moody’s, a rating of “Baa3” (or its then current equivalent) or higher, in the case of S&P, a rating of “BBB-” (or its then current equivalent) or higher, in the case of Fitch, a rating of “BBB-” (or its then current equivalent) or higher, and in the case of any other  Rating Agency, the then current equivalent thereof. “Indenture” shall mean the Indenture, dated as of March 1, 1997, entered into by the  Borrower and U.S. Bank Trust Company, National Association, as successor to U.S. Bank  National Association (as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta), as trustee (the “Trustee”), and all amendments and supplements thereto. “Investment” shall mean any loan or advance to, or any investment in, or purchase or  commitment to purchase any stock, bonds, notes or other securities of, or guaranty, assumption  or other obligation or liability with respect to the obligations of, any other person, firm or  corporation, except investments in securities or deposits issued, guaranteed or fully insured as to  payment by the Government or any agency thereof and amounts deposited in an RUS cushion of  credit or similar account. “Laws” shall have the meaning as defined in Paragraph (e) of Article II.   “Loan Documents” shall mean, collectively, this Agreement, the Notes, the Indenture,  the supplements to the Indenture pursuant to which the Notes were issued and the Lockbox  Agreement.  “Loans” shall mean the loans and other obligations described in Article III.  





 






   5  46910378.5  “Lockbox Agreement” shall mean that certain Lockbox Agreement, dated as of  March 1, 1997, among the Borrower, U.S. Bank National Association, as successor to SunTrust  Bank, formerly known as SunTrust Bank, Atlanta, and the Trustee. “Material Adverse Effect” shall mean (a) an effect on the Borrower’s overall condition,  financial or otherwise, operations, properties, margins or business, the result of which would be a  material adverse effect on the ability of the Borrower to perform its obligations under the Loan  Documents or (b) a material adverse effect on the validity or enforceability of this Agreement or  the rights and remedies of the RUS hereunder.  “Moody’s” shall mean Moody’s Investors Service, Inc., and any successor thereto. “Notes” shall mean, collectively, the Outstanding Notes and the AE48 Notes. “Notice of Intent” means either (i) the Borrower’s submission to the RUS of a loan  application seeking RUS financing for the System extension or addition in whole or in part, or  (ii) a notification of the Borrower providing a reasonably sufficient summary of the System  extension or addition for which the construction or acquisition may be financed in whole or part by the RUS and indicating the Borrower’s intent as of the date of the Notice of Intent to seek  RUS financing, in whole or in part, for such System extension or addition through the  submission of a loan application to the RUS in the future. “Outstanding Notes” shall mean those notes, other than the AE48 Notes, of the Borrower  outstanding on the date hereof payable to the order of FFB, the payment of which is guaranteed  by the Government, acting by and through the Administrator of the RUS, pursuant to the Act,  and those notes, other than the AE48 Notes, of the Borrower outstanding on the date hereof  payable to the order of the Government evidencing loans made by the Government, acting by  and through the Administrator of the RUS, pursuant to the Act, or evidencing reimbursement obligations of the Borrower to the  Government with respect to the Government’s guarantee of  the payment of certain notes payable to the order of FFB, all as specifically identified on  Schedule 1 hereto, and all amendments, supplements, extensions and replacements to, of or for  such notes. “Partially Unadvanced Notes” shall mean those Outstanding Notes, if any, as to which  portions of the available principal amount thereunder remain unadvanced. “PILOT Transaction” shall mean any sale or lease, subject to the lien of the Indenture, of  any portion of the Trust Estate to any government or governmental authority for ad valorem tax  abatement purposes and a corresponding lease or sublease of such portion of the Trust Estate  from such government or governmental authority to the Borrower.   “Plant Agreements” shall mean those agreements relating to the ownership and operation  of generating facilities described on Schedule 2 hereto. “Project” shall mean any facility, equipment or other capital asset, or any improvement or  modification to any facility, equipment or other capital asset having a specific project number  assigned thereto pursuant to a construction work plan of the Borrower approved by the RUS (as  such plan may be amended from time to time with the approval of the RUS).  





 






   6  46910378.5  “Prudent Utility Practice” shall mean any of the practices, methods and acts engaged in  or approved by a significant portion of the electric utility industry in the region during the  relevant time period, or any of the practices, methods and acts that, in the exercise of reasonable  judgment in light of the facts known at the time the decision was made, could have been  expected to accomplish the desired result at lowest reasonable cost consistent with good business practices, reliability, safety and expedition.  “Prudent Utility Practice” is not intended to be  limited to the optimum practice, method or act, to the exclusion of all others, but rather to  include a spectrum of possible practices, methods or acts generally in acceptance in the region in  light of the circumstances. “Rates” shall have the meaning given such term in the Indenture. “Rating Agency” shall mean S&P, Moody’s, Fitch or, provided that it is acceptable to the  RUS, any other nationally recognized statistical rating organization (within the meaning of the  rules of the United States Securities and Exchange Commission). “RTO” shall mean any independent system operator and/or regional transmission organization under FERC’s jurisdiction that provides open-access transmission service and  administers centralized markets for energy, capacity or ancillary services, or other private joint  utility transmission organization or system that provides transmission service and energy,  capacity or ancillary services. “RUS Regulations” shall mean the rules, regulations and bulletins of general applicability  published by the RUS from time to time as such rules, regulations and bulletins exist at the date  of applicability thereof, and, unless the context clearly demonstrates a contrary intent, shall also  include any rules and regulations of other Federal entities which the RUS is required by law to  implement. “S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill  Companies, Inc., and any successor thereto. “Short-Term Indebtedness” shall have the meaning as defined in Section 6.19. “Significant or Uncured Indenture Event of Default” shall mean any Event of Default  under the Indenture, except any such Event of Default as to which (i) the Borrower shall have  provided the RUS notice thereof, which notice from the Borrower shall describe such Event of  Default and state either that such Event of Default is not material or has been cured, and (ii) the  RUS shall not have responded to the Borrower in writing within sixty (60) days of confirmed  receipt of such notice from the Borrower, which response from the RUS shall state that the RUS  in its discretion has elected to reserve its remedies with respect to such Event of Default. “Special Construction Account” shall have the meaning as defined in Section 5.12. “Subsidiary” shall mean a corporation or other entity that is a subsidiary of the Borrower  and subject to the Borrower’s control, as defined by Accounting Requirements. “System” shall mean all electric properties and interest in electric properties of the Borrower, it being the intent that “System” be broadly construed to encompass and include the  





 






   7  46910378.5  Borrower’s interests in all electric production, transmission, distribution, conservation, load  management, general plant and other related facilities, equipment or property and in any mine,  well, pipeline, plant, structure or other facility for the development, production, manufacture,  storage, fabrication or processing of fossil, nuclear or other fuel of any kind or in any facility or  rights with respect to the supply of water, in each case for use, in whole or in major part, in any of the Borrower’s generating plants, now existing or hereafter acquired by lease, contract,  purchase or otherwise or constructed by the Borrower, including any interest or participation of  the Borrower in any such facilities or any rights to the output or capacity thereof, together with  all additions, betterments, extensions and improvements to said System or any part thereof  hereafter made and together with all lands, easements and rights-of-way of the Borrower and all  other works, property or structures of the Borrower and contract rights and other tangible and  intangible assets of the Borrower used or useful in connection with or related to said System,  including, without limitation, a contract right or other contractual arrangement for the long-term  or short-term interconnection, interchange, exchange, pooling, wheeling, transmission, purchase  or sale of electric power and energy and other similar arrangements with entities having  generation or transmission capabilities; provided, however, that “System” shall not include any  property constituting Excepted Property or Excludable Property. “Total Utility Plant” shall mean the amount constituting the total utility plant (gross) of  the Borrower computed in accordance with Accounting Requirements. “Wholesale Power Contracts” shall mean the Amended and Restated Wholesale Power  Contracts, each dated as of January 1, 2003, by and between the Borrower and its members, as  amended by the First Amendments to Amended and Restated Wholesale Power Contracts, each  dated as of June 1, 2005, and all amendments, supplements or replacements thereto or thereof.  ARTICLE II - REPRESENTATIONS AND WARRANTIES  Recognizing that the RUS is relying hereon, the Borrower represents and warrants, as of  the date of this Agreement, as follows:  (a) Organization; Power, Etc.  The Borrower: (i) is duly organized, validly existing,  and in good standing under the laws of the State; (ii) is duly qualified to do business and is in  good standing in each jurisdiction in which the transaction of its business makes such  qualification necessary; (iii) has all requisite corporate and legal power to own and operate its  assets and to carry on its business and to enter into and perform its obligations under the Loan  Documents; (iv) has duly and lawfully obtained and maintained all material licenses, certificates,  permits, authorizations and approvals which are necessary to the conduct of its business or  required by applicable Laws; and (v) is eligible to obtain the financial assistance from the RUS  contemplated by this Agreement.  (b) Authority.  The execution, delivery and performance by the Borrower of this  Agreement and the other Loan Documents and the performance of the transactions contemplated  hereby and thereby have been duly authorized by all necessary corporate action and do not  violate any provision of law or of the Articles of Incorporation or By-Laws of the Borrower or  result in a breach of, or constitute a default under, any agreement, indenture or other instrument  to which the Borrower is a party or by which it or its properties may be bound.  





 






   8  46910378.5  (c) Consents.  No consent, permission, authorization, order or license of any  governmental authority is necessary in connection with the execution, delivery or performance of  the Loan Documents, except such as have been obtained and are in full force and effect.  (d) Binding Agreement.  Each of the Loan Documents is, or when executed and  delivered will be, the legal, valid, and binding obligation of the Borrower, enforceable in  accordance with its terms, subject only to limitations on enforceability imposed in equity or by  applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.  (e) Compliance With Laws.  The Borrower is in compliance in all material respects  with all federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively, “Laws”), the failure to comply with which could reasonably be expected to have a  Material Adverse Effect.  (f) Litigation.  Attached as Schedule 5 hereto is a list of all pending or, to the Borrower’s knowledge, threatened legal, arbitration or governmental actions or proceedings to  which, as of the date of this Agreement, the Borrower is a party or to which any of its property is  subject which could reasonably be expected to have a Material Adverse Effect.  (g) Financial Statements; No Material Adverse Change; Etc.  The financial  statements of the Borrower dated as of December 31, 2021, and for the period then ended,  present fairly, in all material respects, the financial position of the Borrower and the results of its  operations in conformity with Accounting Requirements.  Since the date thereof, there has been  no change in the financial condition or operations of the Borrower that would reasonably be  expected to have a Material Adverse Effect.    (h) Budgets; Projections; Etc.  All budgets, projections, appraisals, feasibility studies  and other documentation submitted by the Borrower to the RUS and any Rating Agency  assigning a Credit Rating were based on assumptions that were reasonable at the time submitted;  and, as of the date hereof, the Borrower has updated such budgets, projections, appraisals,  feasibility studies and other documentation as required by RUS and any Rating Agency and in  connection with customary updates provided to Rating Agencies assigning a Credit Rating.  (i) Location of Properties.  All real property and interests therein of the Borrower  comprising the Trust Estate are located in the states and counties identified in the Indenture.  As  of the date of this Agreement, Exhibit A to the Indenture includes a description of all material  real property owned or leased by the Borrower (other than Excepted Property or Excludable  Property) to the extent a description is necessary for the lien of the Indenture to attach to such  property.  (j) Principal Place of Business; Records.  The principal place of business and chief  executive office of the Borrower are at the address of the Borrower specified in Section 9.2.  (k) Subsidiaries.  The Borrower’s Subsidiaries are identified on Schedule 3 hereto,  and the Borrower has no other Subsidiaries.  Schedule 3 hereto may be updated by the Borrower  from time to time by delivering a revised Schedule 3 to the RUS.  





 






   9  46910378.5  (l) Defaults Under Other Agreements. No default by the Borrower has occurred  under any agreement or instrument to which the Borrower is a party or to which any of its  property is subject that could reasonably be expected to have a Material Adverse Effect.  (m) Title to Property.  As to the property which is included in the description of the  Trust Estate, the Borrower holds good and marketable title to all of its fee and leasehold interests  in real property and owns all of its personal property, subject to Permitted Exceptions, and such  property is subject to no Prior Liens (other than Prior Liens permitted by Section 13.6 of the  Indenture).  (n) Survival.  All representations and warranties made by the Borrower herein or  made in any certificate delivered pursuant hereto shall survive the making of the Advances.  ARTICLE III - THE LOANS  Section 3.1 The Loans  (a) Existing Loans Evidenced by the Outstanding Notes.  To finance, pursuant to the  provisions of the Act, the construction of the System for the purpose of furnishing electric energy  to persons in rural areas not receiving central station electric service, (i) the Borrower has  borrowed funds from the Government, acting by and through the Administrator of the RUS,  evidenced by the Outstanding Notes payable to the Government, (ii) the Borrower has borrowed  funds from FFB, evidenced by the Outstanding Notes payable to FFB, and the Government,  acting by and through the Administrator of the RUS, has guaranteed the repayment of such  funds, and (iii) the Borrower has agreed to reimburse the Government, acting by and through the  Administrator of the RUS, for amounts paid by the Government on account of its guarantee of  funds borrowed by the Borrower from FFB, which reimbursement obligations are evidenced by  the Outstanding Notes payable to the Government in respect of such reimbursement obligations.  (b) AE48 Loan.  To finance, pursuant to the Act, certain improvements or additions to  the System, FFB is making a loan available to the Borrower in the principal amount of up to  $234,681,000 (the “AE48 Loan”), evidenced by the AE48 FFB Note, and the Government,  acting by and through the Administrator of the RUS, is guaranteeing the AE48 Loan.  The  Borrower has agreed to reimburse the Government, acting by and through the Administrator of  the RUS, for amounts paid by the Government on account of its guarantee of the AE48 Loan,  which reimbursement obligations are evidenced by the AE48 Reimbursement Note.  The AE48 FFB Note is a “Conditional Obligation” under the Indenture, and any loan or advance under the  AE48 FFB Note must satisfy the conditions for loans or advances under Conditional Obligations  pursuant to Section 4.8 of the Indenture.  Section 3.2 No Further Advances  Except with respect to any Partially Unadvanced Note, the Borrower acknowledges and  agrees that all amounts to be advanced to the Borrower under the Outstanding Notes have been  advanced and neither FFB nor the Government, acting by and through the Administrator of the  RUS, is under any obligation to make any further advances to the Borrower under such  





 






   10  46910378.5  Outstanding Notes (other than with respect to payments by the Government on account of its  guarantees of certain Outstanding Notes payable to FFB).  Section 3.3 Advances under any Partially Unadvanced Note or the AE48 FFB Note  With respect to Advances to be made under any Partially Unadvanced Note or the AE48  FFB Note, the RUS agrees to make or approve and the Borrower agrees to request such  Advances on the terms and conditions of this Agreement.  The Borrower shall give the RUS  written notice of the date on which each Advance is requested to be made in accordance with  RUS policies and procedures.  Section 3.4 Interest Rates and Payment  (a) Interest Rates.  The Notes shall be payable and bear interest as therein provided.  (b) Electronic Funds Transfer.  Except as otherwise prescribed by the RUS, the  Borrower shall make all payments on the Notes utilizing electronic funds transfer procedures as  specified by the RUS.  Section 3.5 Prepayment  The Borrower has no right to prepay any Note in whole or in part except such rights, if  any, as are expressly provided for in each Note or as may be provided by Law.  However,  prepayment of any Outstanding Note (and any penalties) relating to a Contemporaneous Loan  shall be mandatory under Section 5.4.  Section 3.6 Last Day for an Advance under any Partially Unadvanced Note and the  AE48 FFB Note    Funds will only be advanced under any Partially Unadvanced Note and the AE48 FFB  Note pursuant to this Agreement and such Partially Unadvanced Note or the AE48 FFB Note, as  applicable, on or before the Last Day for an Advance, as specified in such Partially Unadvanced  Note or the AE48 FFB Note, as applicable.  No funds will be advanced under any Partially  Unadvanced Note or the AE48 FFB Note subsequent to the applicable Last Day for an Advance  unless prior to such date the Administrator has extended this date by written agreement.   However, under no circumstances shall the RUS ever make or approve an Advance under any  Partially Unadvanced Note or the AE48 FFB Note, regardless of the applicable Last Day for an  Advance or any extension by the Administrator, later than September 30 of the fifth year after  the Fiscal Year of Obligation for such Partially Unadvanced Note or the AE48 FFB Note if such  date would result in the RUS obligating or permitting advances of funds contrary to the  Antideficiency Act, 31 U.S.C. §1341.  The Fiscal Year of Obligation for the AE48 FFB Note is  identified in Schedule 1 hereto.  





 






   11  46910378.5  ARTICLE IV - CONDITIONS OF LENDING  Section 4.1 General Conditions  In connection with the execution and delivery of this Agreement, each of the following  conditions shall be satisfied (all documents, certificates and other evidence of such conditions are  to be satisfactory to the RUS in its discretion; such satisfaction (or waiver thereof) to be evidenced by the RUS’ delivery of notification or other form of confirmation, including the  making of the initial advance under the AE48 FFB Note, to the Borrower of its clearance of the  AE48 Loan Documents):  (a) Legal Matters.  All legal matters incident to the consummation of the transactions  hereby contemplated shall be satisfactory to counsel for the RUS;  (b) FFB.  FFB shall have agreed, with RUS approval, to make the AE48 Loan.  (c) Loan Documents.  The RUS shall receive duly executed originals of the AE48  Loan Documents.  The AE48 FFB Note, the AE48 Reimbursement Note and this Agreement  must be received within ninety (90) days of the date of the Designation Notice for the AE48 FFB Note committing FFB to purchase such AE48 FFB Note (the “Designation Notice”) in the  manner prescribed in such Designation Notice and all conditions set forth in such Designation  Notice and the contract of guarantee must be satisfied;  (d) Authorization.  The RUS shall receive evidence satisfactory to it that all corporate  documents and proceedings of the Borrower necessary for duly authorizing the execution,  delivery and performance of the AE48 Loan Documents have been obtained and are in full force  and effect;  (e) Approvals.  The RUS shall receive evidence satisfactory to it that all consents and  approvals which are necessary for, or required as a condition of, the validity and enforceability  of each of the AE48 Loan Documents have been obtained and are in full force and effect;  (f) Indenture Filing.  That a supplement to the Indenture shall be duly executed and  delivered and, to the extent necessary to secure the AE48 Notes under the lien of the Indenture,  duly recorded and filed in all jurisdictions where the Borrower owns real property and fixtures  comprising part of the Trust Estate, all in accordance with applicable Laws, and the Borrower  shall cause satisfactory evidence thereof to be furnished to the RUS;  (g) AE48 Notes.  That each of the AE48 Notes shall be authenticated and delivered by  the Trustee and shall be entitled to the benefits of and secured by the lien of the Indenture  equally and ratably with all other Outstanding Secured Obligations under the Indenture, and RUS  shall have received copies of all certificates and opinions that were delivered to the Trustee in  connection with the Trustee’s authentication and delivery of the AE48 Notes; and  (h) Opinion of Counsel.  The RUS shall receive an opinion of counsel for the  Borrower (who shall be acceptable to the RUS) with respect to the AE48 Loan Documents, in  form and content acceptable to the RUS.  





 






   12  46910378.5  Section 4.2 Conditions to Advances Under any Partially Unadvanced Note or the AE48  FFB Note   The obligation of the RUS to approve any Advance under any Partially Unadvanced Note  or the AE48 FFB Note is subject to the satisfaction of each of the following conditions precedent  on or before the date of such Advance (all documents, certificates and other evidence of such  conditions precedent are to be satisfactory to the RUS in its reasonable discretion; such  satisfaction (or waiver thereof) to be evidenced by the approval or making of the requested  Advance):  (a) Continuing Representations and Warranties.  That the representations and  warranties of the Borrower contained in this Agreement be true and correct in all material  respects on and as of the date of such Advance as though made on and as of such date (except for  any representation or warranty limited by its terms to a specific date; provided that the  representations contained in Paragraph (g) of Article II shall be deemed made as of and since the  date of the last audited financials of the Borrower);  (b) Wholesale Power Contract.  That the Borrower shall not be in default under the  terms of, or contesting the validity of, any Wholesale Power Contract;  (c) Material Adverse Effect.  That no event shall have occurred since the date hereof  that has had or is likely to have a Material Adverse Effect;  (d) Event of Default.  That no Event of Default, and no event which with the passage  of time or giving of notice specified under Article VII hereof or both would constitute an Event  of Default, shall have occurred and be continuing, or shall have occurred after giving effect to  such Advance on the books of the Borrower;  (e) Requisitions.  That the Borrower shall have requisitioned such Advance by  submitting a requisition to the RUS in form and substance satisfactory to the RUS;  (f) Flood Insurance.  That for any such Advance used in whole or in part to finance  the construction or acquisition of any building in any area identified by the Secretary of Housing  and Urban Development pursuant to the Flood Disaster Protection Act of 1973 (the “Flood Insurance Act”) or any rules, regulations or orders issued to implement the Flood Insurance Act  as any area having special flood hazards, or to finance any facilities or materials to be located in  any such building, or in any building owned or occupied by the Borrower and located in such a  flood hazard area, the Borrower shall have submitted evidence, in form and substance  satisfactory to the RUS or the RUS has otherwise determined, that (i) the community in which  such area is located is then participating in the national flood insurance program, as required by  the Flood Insurance Act and any related regulations, and (ii) the Borrower has obtained flood  insurance coverage with respect to such building and contents as may then be required pursuant  to the Flood Insurance Act and any related regulation;  (g) Compliance With this Agreement and Indenture.  That the Borrower is in material  compliance with this Agreement and the Indenture;  





 






   13  46910378.5  (h) Oversight Period.  That an Increased Oversight Period or a Highest Oversight  Period shall not exist;  (i) Application of Advances.  That the Borrower agrees to apply the proceeds of the  Advances under any Partially Unadvanced Note or the AE48 FFB Note to pay the costs, or  reimburse the costs paid, by or on behalf of the Borrower to make the improvements to the  System that have been approved by the RUS;  (j) Additional Documents.  That the Borrower agrees to provide or cause to be  provided to RUS such additional documents as RUS may reasonably request from the Trustee;  and  (k) Conditions Precedent to Advance.  That all conditions precedent under the  Indenture and this Agreement to such Advance have been satisfied or waived, that the RUS has  received copies of all certificates and opinions delivered to the Trustee in connection therewith,  and that the Trustee has consented to each Advance pursuant to Section 4.8 of the Indenture and  the RUS has received a copy of such consent.  ARTICLE V - AFFIRMATIVE COVENANTS  Section 5.1 Generally  Unless otherwise agreed to in writing by the RUS, while this Agreement is in effect, the  Borrower shall duly observe each of the affirmative covenants contained in this Article V.  Section 5.2 Performance under Indenture  The Borrower shall duly observe and perform all of its obligations under the Indenture in  all material respects including, without limitation, the obligation to establish and collect Rates in  accordance with Section 13.14 of the Indenture.  Section 5.3 Annual Compliance Certificate  Within one hundred twenty (120) days after the close of each fiscal year, the Borrower  shall deliver to the RUS a written statement signed by its General Manager, stating that, to the  knowledge of the General Manager, during such year the Borrower has fulfilled its obligations  under the Loan Documents throughout such year in all material respects or, if there has been a  material default in the fulfillment of such obligations, specifying each such default known to the  General Manager and the nature and status thereof.  In addition, if the Borrower has treated any  Bondable Property, which Bondable Property would otherwise be considered as Retired pursuant  to the definition thereof in the Indenture, as not being considered Retired pursuant to the proviso  relating to the recovery of a regulatory or similar asset in the definition of Retired in the  Indenture, within one hundred and twenty (120) days after the close of each fiscal year during  the period such Bondable Property is not considered Retired and otherwise from time to time as  RUS shall request during the entirety of the period in which such Bondable Property continues to  not be considered as Retired, the Borrower shall deliver to RUS a written statement, including  supporting documentation, signed by its General Manager confirming continued amortization  and recovery of such regulatory or similar asset in accordance with such proviso, with such  





 






   14  46910378.5  written statement and supporting documentation to be in such form as RUS may reasonably  request.  Section 5.4 Simultaneous Prepayment of Contemporaneous Loans  If the Borrower shall at any time prepay in whole or in part any Contemporaneous Loan,  the Borrower shall prepay the related Outstanding Note to the Government in the ratio that the  unpaid principal balance of such Outstanding Note to the Government bears to the aggregate  unpaid principal amount of both such Outstanding Note and the note evidencing the  Contemporaneous Loan.  If either such Outstanding Note or such other note calls for a  prepayment penalty or premium, such amount shall be paid but shall not be used in computing  the amount needed to be paid to the Government under this Section 5.4 to maintain such ratio.   Prepayments associated with refinancing or refunding a Contemporaneous Loan are not  considered to be prepayments for purposes of this Agreement if (i) the principal amount of such  refinancing or refunding loan is not less than the amount of loan principal being refinanced and  (ii) the weighted average life of the refinancing or refunding loan is not less than the weighted  average remaining life of the loan being refinanced.    Section 5.5 Coverage Ratios  (a) Routine Reporting of Coverage Ratios. In connection with the furnishing of its  annual report to the RUS pursuant to Section 5.9, the Borrower shall report to the RUS, in such  written format as RUS may require, the Margins for Interest level which was achieved during  such fiscal year.  (b) Corrective Plans.  Within thirty (30) days of (i) sending a notice to the RUS under  Subsection (a) above that shows the Margins for Interest level specified by Section 13.14 of the  Indenture was not achieved for any fiscal year, or (ii) being notified by the RUS that the Margins  for Interest level specified by Section 13.14 of the Indenture was not achieved for any fiscal year,  whichever is earlier, the Borrower in consultation with the RUS shall provide a written plan  reasonably satisfactory to the RUS setting forth the actions that shall be taken to achieve the  specified Margins for Interest level on a timely basis.  Section 5.6 Financial Books  The Borrower shall at all times keep, and safely preserve, proper books, records and  accounts in which full and true entries shall be made of all of the dealings, business and affairs of  the Borrower and its Subsidiaries, in accordance with any applicable Accounting Requirements.  Section 5.7 Rights of Inspection  The Borrower shall afford the RUS, through its representatives, reasonable opportunity,  at all times during business hours and upon prior notice, to have access to and the right to inspect  the System, any other property encumbered by the Indenture, and any or all books, records,  accounts, invoices, contracts, leases, payrolls, canceled checks, statements and other documents  and papers of every kind belonging to or in the possession of the Borrower or in any way  pertaining to its property or business, including its Subsidiaries, if any, and to make copies or  extracts therefrom.  





 






   15  46910378.5  Section 5.8 Real Property Acquisition  In acquiring real property, the Borrower shall comply in all material respects with the  provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of  1970, as amended by the Uniform Relocation Act Amendments of 1987, and 49 C.F.R. part 24,  referenced by 7 C.F.R. part 21, to the extent applicable to such acquisition.  Section 5.9 Financial Reports  The Borrower shall cause to be prepared and furnished to the RUS, within one hundred  twenty (120) days after the end of each fiscal year of the Borrower, a full and complete annual  report of its financial condition and of its operations in form and substance satisfactory to the  RUS, audited and certified by an independent certified public accountant satisfactory to the RUS  and accompanied by a report of such audit in form and substance reasonably satisfactory to the  RUS. If requested by the RUS, the Borrower shall also furnish to the RUS from time to time  such other reports concerning the financial condition or operations of the Borrower, including its  Subsidiaries, as the RUS may reasonably request or RUS Regulations require.  Section 5.10 Miscellaneous Reports and Notices  The Borrower shall furnish to the RUS:  (a) Notice of Default.  Promptly after becoming aware thereof, notice of: (i) the  occurrence of any Event of Default or event which with the giving of notice or the passage of  time, or both, would become an Event of Default; and (ii) the receipt of any notice given  pursuant to the Indenture with respect to the occurrence of any event which with the giving of notice or the passage of time, or both, could become an “Event of Default” under the Indenture;  (b) Notice of Litigation.  Promptly after the commencement thereof, notice of the  commencement of all actions, suits or proceedings before any court, arbitrator, or governmental  department, commission, board, bureau, agency or instrumentality affecting the Borrower which  could reasonably be expected to have a Material Adverse Effect;  (c) Notice of Change of Place of Business.  Promptly in writing, notice of any change  in location of its principal place of business or the office where its records concerning accounts  and contract rights are kept;  (d) Regulatory and Other Notices.  Promptly after receipt thereof, copies of any  notices or other communications received from any governmental authority with respect to any  matter or proceeding which could reasonably be expected to have a Material Adverse Effect;  (e) Ratings.  Promptly after receipt thereof, copies of Credit Ratings and copies of  any reports with respect to the Borrower or its Credit Rating issued by any Rating Agency;  (f) Material Adverse Effect.  Promptly after becoming aware thereof, notice of any  matter that would reasonably be expected to have a Material Adverse Effect; and  





 






   16  46910378.5  (g) Other Information.  Such other information regarding the condition, financial or  otherwise, operations, properties or business of the Borrower as the RUS may, from time to time,  reasonably request.  Section 5.11 Variable Rate Indebtedness  In connection with the furnishing of its annual report to the RUS pursuant to Section 5.9,  if requested by the RUS, the Borrower shall report to the RUS, in such written format as may be acceptable to the RUS, the specific maturities of all of the Borrower’s outstanding indebtedness  and the interest rates applicable thereto, including, without limitation, with respect to any  indebtedness not bearing a fixed rate through the maturity of such indebtedness the method and  timing for adjustment and readjustment of the applicable interest rate.  Section 5.12 Special Construction Account The Borrower shall continue to maintain the “Special Construction Account” maintained  under the Existing Loan Contract and continue to hold therein all moneys currently held therein,  as provided in this Section 5.12.  The Special Construction Account shall be insured to the extent  insurable by the Federal Deposit Insurance Corporation or other federal agency acceptable to the  RUS and shall be designated by the corporate name of the Borrower followed by the words “Special Construction Account.”  The Borrower shall promptly deposit proceeds from all  Advances, including previously advanced funds whose original expenditure has been disallowed  by a RUS loan fund audit, into the Special Construction Account.  Moneys in the Special  Construction Account shall be used solely for the purposes for which the Advance was made or  for such other purposes as may be approved by the RUS.  Section 5.13 Compliance with Laws  The Borrower shall operate and maintain the System and its properties in compliance in  all material respects with all applicable Laws the failure to comply with which could reasonably  be expected to have a Material Adverse Effect.  Section 5.14 Plant Agreements  (a) Enforcement.  If the RUS, in its absolute discretion, shall determine it appropriate  or necessary to preserve the security for the Loans, subject to the provisions of the Indenture and  provided not inconsistent with the provisions of the applicable Plant Agreement, the RUS may  require in writing the Borrower to authorize and empower the Government to enforce any Plant  Agreement to the extent the Borrower has a right to enforce such Plant Agreement, with the form  of such written authorization to be prescribed by the RUS.  (b) Appointment of Agent.  If the appointment of Georgia Power Company as agent  under any Plant Agreement is terminated in whole or in part, and if the Borrower is not qualified  to serve as agent, then the RUS may require the Borrower to take all action that the Borrower is  entitled to take to cause the appointment of the Government or such agency of the Government  or other third party as the RUS shall designate in writing, as agent under any such Plant  Agreement, to the extent and with such duties, rights, power and authority as the RUS shall  prescribe in writing, not inconsistent with the provisions of such Plant Agreement.  





 






   17  46910378.5  Section 5.15 Lockbox Agreement  The Borrower shall not, without first complying with the requirements of Section 9.1,  amend, supplement, or otherwise modify the Lockbox Agreement.  During a Highest Oversight  Period, the Borrower shall, if so directed in writing by the Administrator of the RUS, (a) deposit,  pursuant to such Lockbox Agreement, all cash proceeds of the Trust Estate, including, without  limitation, checks, money and the like (other than cash proceeds deposited or required to be  deposited with the Trustee pursuant to the Indenture), which cash proceeds shall include, without  limitation, all payments by members of the Borrower on account of the Wholesale Power  Contracts, in separate deposit or other accounts, segregated from all other monies, revenues and  investments of the Borrower, and (b) take all such other actions as the RUS shall request to  continue perfection of the lien of the Indenture in such proceeds for the benefit of all Holders of  the Outstanding Secured Obligations.  Section 5.16 Nuclear Fuel, Coal, Oil and Natural Gas  Upon the written request of the RUS, to the extent the Borrower owns nuclear fuel, coal,  oil or natural gas located outside the State of Georgia as to which a security interest can be  created under the Uniform Commercial Code and perfected solely by the filing of a financing  statement under the Uniform Commercial Code, the Borrower shall cause such nuclear fuel, coal,  oil or natural gas to be subjected to the lien of the Indenture.  Section 5.17 Power Requirements Studies  The Borrower shall prepare and use power requirements studies of its electric loads and  future energy and capacity requirements, taking into account the power requirements of its  member systems and non-member obligations and opportunities (including sales into or  purchases from an RTO), in conformance with Prudent Utility Practice.  Section 5.18 Engineering Planning  The Borrower shall conduct engineering planning with respect to its System in  accordance with Prudent Utility Practice.  Section 5.19 Procurement  The Borrower shall conduct its procurement of equipment, materials and services with  respect to its System in accordance with Prudent Utility Practice and, in connection with any  construction to be financed in whole or in part by the RUS, shall comply with 7 CFR § 1726.23  (Qualification of Bidders).  Section 5.20 Construction Work Plans  The Borrower shall develop, maintain and use construction work plans in connection  with any construction to be financed in whole or in part by the RUS.  Such construction work  plans will be prepared in conformance with RUS Regulations.  





 






   18  46910378.5  Section 5.21 Design Standards, Construction Standards and List of Materials  (a) Design Standards, Construction Standards and List of Materials.  The Borrower  shall use design standards, construction standards and lists of acceptable materials in  conformance with Prudent Utility Practice, including applicable laws and national standards.   Any construction by the Borrower to be financed in whole or in part by the RUS shall be in  general conformance with the description thereof in the applicable submitted construction work  plan, or if there are any changes to such construction, such changes shall be made in  conformance with 7 C.F.R. Part 1970 (Environmental Policies and Procedures).  (b) Seismic Safety Requirements.  With respect to construction financed in whole or  in part by the RUS, the Borrower shall comply with the seismic design requirements of 7 C.F.R.  Part 1792, to the extent applicable to such construction.  (c) Lobbying Requirements.  With respect to construction financed in whole or in part  by the RUS, the Borrower shall comply with the requirements of 2 C.F.R. Part 418 and all  contracts or subcontracts relating to such construction shall contain the requirements of 2 C.F.R.  Part 418, in each case to the extent applicable to such construction.  (d) Debarment Requirements.  With respect to construction financed in whole or in  part by the RUS, the Borrower shall comply with the requirements of 7 C.F.R. §1710.123, to the  extent applicable to such construction.  (e) Anti-Kickback Requirements.  With respect to construction financed in whole or  in part by the RUS, the Borrower shall comply with the so-called “Kickback Statute” (18 U.S.C.  §874) and the regulations issued pursuant thereto.  (f) Other Regulatory Requirements.  The Borrower shall comply with other Federal  statutory or regulatory requirements relating to construction that apply generally to any project or  entity receiving Federal financial assistance (not just those relating specifically to rural  electrification) and that apply to the Borrower independent of any requirement made applicable  solely by the RUS Regulations.  (g) Contract Compliance Certificate.  In connection with any loan application for  construction of Projects to be financed in whole or in part by the RUS, the Borrower shall submit an Officer’s Certificate of the Borrower representing and warranting that each construction,  procurement, engineering, architectural or joint ownership contract that has been executed and  delivered, or is to be executed and delivered, by the Borrower in connection with such Projects,  contains or will contain the contract provisions, if any, required to be contained therein pursuant  to any applicable requirement of 7 CFR §§ 1724.7 (Debarment and Suspension) and .8  (Restrictions on Lobbying), 7 CFR §§ 1726.15 (Buy-American), .16 (Debarment and  Suspension) and .17 (Restrictions on Lobbying), .23 (Qualification of Bidders) and .405 (RUS  Form 219), and 7 CFR §§ 1710.122 through 1710.125 (EEO and Non-discrimination; Debarment  and Suspension; Uniform Relocation Act; Restrictions on Lobbying); provided, however, that  this certification shall not apply to any such contract (i) with a total price of less than $5,000,000,  (ii) constituting a joint ownership contract entered into prior to the date hereof or that has been  approved by RUS (or not objected to by RUS after compliance by the Borrower with the  





 






   19  46910378.5  requirements of Section 9.1), or (iii) entered into under or pursuant to any joint ownership  contract described in clause (ii) of this proviso under which the Borrower is not the Agent.  In  the event that the Borrower is unable to make such certification for any such applicable contract,  the Borrower will identify such contract and provide an explanation as to the extent to which  such contract does not or will not contain any such required contract provision or provisions.  Failure to deliver the Officer’s Certificate described in this Section 5.21(g) shall not constitute an Event of Default hereunder; provided, however, that such failure may affect RUS’s approval of  the applicable RUS loan application for which such Officer’s Certificate should have been  delivered.  Nothing in this Section 5.21(g) shall be construed to constitute a waiver of any of the  requirements cited above or any other generally applicable federal requirements or of the Borrower’s other obligations under this Agreement in order to be eligible for RUS financing.  Section 5.22 Nondiscrimination  (a) Equal Opportunity Provisions in Construction Contracts.  The Borrower shall  incorporate or cause to be incorporated into any construction contract, as defined in Executive  Order 11246 of September 24, 1965 and implementing regulations, which is paid for in whole or  in part with funds obtained from the RUS or borrowed on the credit of the United States pursuant  to a grant, contract, loan, insurance or guarantee, or undertaken pursuant to any RUS program  involving such grant, contract, loan, insurance or guarantee, the equal opportunity provisions set  forth in Exhibit A attached hereto entitled Equal Opportunity Contract Provisions.  (b) Equal Opportunity Contract Provisions Also Bind the Borrower.  The Borrower  further agrees that it shall be bound by such equal opportunity clause in any federally assisted  construction work which it performs itself other than through the permanent work force directly  employed by an agency of government.  (c) Sanctions and Penalties.  The Borrower agrees that it shall cooperate actively  with the RUS and the Secretary of Labor in obtaining the compliance of contractors and  subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of  the Secretary of Labor, that it shall furnish the RUS and the Secretary of Labor such information  as they may require for the supervision of such compliance, and that it shall otherwise assist the  administering agency in the discharge of the RUS’s primary responsibility for securing  compliance.  The Borrower further agrees that it shall refrain from entering into any contract or  contract modification subject to Executive Order 11246 with a contractor debarred from, or who  has not demonstrated eligibility for, Government contracts and federally assisted construction  contracts pursuant to Part II, Subpart D of Executive Order 11246 and shall carry out such  sanctions and penalties for violation of the equal opportunity clause as may be imposed upon  contractors and subcontractors by the RUS or the Secretary of Labor pursuant to Part II,  Subpart D of Executive Order 11246. In addition, the Borrower agrees that if it fails or refuses to  comply with these undertakings the RUS may cancel, terminate or suspend in whole or in part  this Agreement, may refrain from extending any further assistance under any of its programs  subject to Executive Order 11246 until satisfactory assurance of future compliance has been  received from the Borrower, or may refer the case to the Department of Justice for appropriate  legal proceedings.  





 






   20  46910378.5  Section 5.23 “Buy American” Requirements  The Borrower shall use or cause to be used in connection with the expenditures of funds  if such funds were obtained in whole or in part by a loan being made or guaranteed by the RUS  only such unmanufactured articles, materials, and supplies as have been mined or produced in  the United States or any eligible country, and only such manufactured articles, materials, and  supplies as have been manufactured in the United States or any eligible country substantially all  from articles, materials, and supplies mined, produced or manufactured, as the case may be, in  the United States or any eligible country, except to the extent the RUS shall determine that such  use shall be impracticable or that the cost thereof shall be unreasonable.  For purposes of this section, an “eligible country” is any country that has with respect to the United States an  agreement ensuring reciprocal access for United States products and services and United States  suppliers to the markets of that country, as determined by the United States Trade  Representative.  Section 5.24 Maintenance of Credit Ratings  As long as any Note remains outstanding, the Borrower shall (a) maintain a Credit Rating  from at least two (2) Rating Agencies and (b) continuously subscribe with a Rating Agency for  the services described in Exhibit B attached hereto.  Section 5.25 Application of Advances  The Borrower shall apply the proceeds of Advances as provided in Section 4.2(i) above,  with only such modifications as may be mutually agreed upon.  Section 5.26 Excepted Property  During a Highest Oversight Period, the Borrower shall take all actions necessary to  include in the Trust Estate, subject to the first lien of the Indenture, the Excepted Property  designated in writing by the Government; provided, however, the Borrower shall not be required  to subject to the lien of the Indenture cash and/or securities held for working capital purposes in  an amount up to the greater of (i) twenty five percent (25%) of the Borrower’s aggregate cost of  operation and maintenance for the preceding twelve (12) calendar month period or (ii) the Borrower’s aggregate cost of operation and maintenance for three (3) consecutive calendar  months designated by the Borrower during such preceding twelve (12) calendar month period as   shown on Financial and Operating Report Electric – Power Supply, lines 14 and 19.  Section 5.27 Additional Affirmative Covenants  The Borrower also shall comply with the additional covenants identified in Schedule 4  hereto.  





 






   21  46910378.5  ARTICLE VI - NEGATIVE COVENANTS  Section 6.1 General  Unless otherwise agreed to in writing by the RUS, while this Agreement is in effect, the  Borrower shall duly observe each of the negative covenants set forth in this Article VI.  Section 6.2 Limitations on Additions to Capacity and Dispositions of System Assets  (a) Additions to Capacity.  The Borrower shall not, without first complying with the  requirements of Section 9.1 hereof, purchase, construct, lease or otherwise acquire a Special  Asset (as defined below) if the aggregate amount to be expended for the purchase, construction,  lease or other acquisition of such Special Asset is, at the time of commencement of construction  or the date of committing to the purchase, lease or other acquisition thereof, reasonably estimated  by the Borrower to exceed 5% of the Borrower’s Total Utility Plant.  For the purposes of this Subsection (a), “Special Assets” means capital assets that constitute non-utility plant and that:   (1) are not subject to the lien of the Indenture and are not nuclear fuel; or (2) are not used or  useful as a part of the System. The Borrower shall not, without first complying with the  requirements of Section 9.1, purchase, construct, lease or otherwise acquire a capital asset (other  than a capital asset acquired with at least 85% of the acquisition cost paid from the proceeds of  non-recourse obligations) that, taking into account any substantially contemporaneous or  otherwise related sale, transfer, lease or other disposition increases the generating capacity of the  System or any generating plant of the Borrower by more than 5%, if the aggregate amount to be  expended for the purchase, construction, lease or other acquisition of such capital asset is, at the  time of commencement of construction or the date of committing to the purchase, lease or other acquisition thereof, reasonably estimated by the Borrower to exceed 10% of the Borrower’s  Total Utility Plant.  (b) Dispositions of System Assets.  The Borrower shall not, without first complying  with the requirements of Section 9.1 hereof, request the release of a capital asset that constitutes  utility plant from the lien of the Indenture pursuant to Section 5.2 of the Indenture if (taking into  account any substantially contemporaneous or otherwise related purchase, construction, lease or  other acquisition of similar property that is subject to the lien of the Indenture) there will result a  decrease in the generating capacity of the System or any generating plant by more than 5% and  the net book value of such asset is greater than 5% of the Borrower’s Total Utility Plant.  (c) Legal Requirements.  The requirements of this Section 6.2 shall not apply to any  purchase, construction, lease or other acquisition, or any sale, transfer, lease or other disposition,  of capital assets to the extent that any of the foregoing is required to comply with (i) “Legal Requirements” (as defined in the Wholesale Power Contract), or (ii) obligations of the Borrower  under any joint ownership agreement that has been approved by the RUS or which has been  entered into in compliance with the terms of this Agreement.  No such purchase, construction,  lease or other acquisition and no such sale, transfer, lease or other disposition shall be considered  in calculating the aggregate limitations specified in Subsections (a) or (b) hereof.  (d) Highest Oversight Period.  During a Highest Oversight Period, the Borrower shall  not, without the prior written approval of the RUS, purchase, construct, lease or otherwise  





 






   22  46910378.5  acquire, or sell, transfer, lease or otherwise dispose of, any capital asset, or enter into any  agreement therefor.  Section 6.3 Limitations on Employment and Retention of General Manager  At any time an Event of Default, or an event which with the passage of time or the giving  of notice, or both, would become an Event of Default, occurs and is continuing, the Borrower  shall not, without the prior written approval of the RUS, enter into an employment relationship  with any person to serve as General Manager unless such employment shall first have been  approved by the RUS.  If an Event of Default, or an event which with the passage of time or the  giving of notice, or both, would become an Event of Default, occurs and is continuing and the  RUS requests the Borrower to terminate the employment of its General Manager, the Borrower  shall do so within thirty (30) days after the date of such request.  All contracts in respect of the  employment of the General Manager hereafter entered into shall contain provisions to permit  compliance with this Section 6.3.  Section 6.4 Limitations on Certain Types of Contracts  (a) Notice of Certain Contracts.  The Borrower shall not, without first complying  with the requirements of Section 9.1, enter into any of the following:  (i) any contract for the management or operation of all or substantially all of  the System;  (ii) any contract for the exchange or sale of electric power and energy that has  a term exceeding five (5) years and under which committed exchanges or  sales in any given hour exceed ten percent (10%) of the peak demand of  the System for the most recently completed fiscal year;  (iii) any pooling or similar power supply agreement that has a term exceeding  five (5) years and demand in any given hour is expected to exceed ten  percent (10%) of the peak demand of the System for the most recently  completed fiscal year; and  (iv) any amendment or modification to any of the Wholesale Power Contracts,  including the Schedules thereto and the form of Withdrawal Agreement  incorporated therein, except that the Borrower may amend or modify any of (A) Exhibit 1 to “Rate Schedule A” thereto; (B) the Exhibits to Appendix 1 to “Rate Schedule A” thereto in the manner expressly  provided in the Wholesale Power Contracts; (C) Sections I and II of Appendix 2 (Control Area Services) to “Rate Schedule A” thereto; (D) Appendix 3 (General Terms and Conditions) to “Rate Schedule A”  thereto; (E) Schedule B – Form of Subscription Agreement in the manner  expressly provided in Section 13.3.1 of the Wholesale Power Contracts;  and (F) the Wholesale Power Contracts in the manner expressly provided in any “Withdrawal Agreement” (as defined in the Wholesale Power  Contracts) entered into in connection with such Wholesale Power  Contracts.  





 






   23  46910378.5  (b) Terminations.  The Borrower shall not, without first complying with the  requirements of Section 9.1, exercise any option to terminate any contract, including, without  limitation, any Wholesale Power Contract, if such contract, based upon its nature, remaining  term (not taking into account any option of the Borrower to terminate) and size, would be  required to be approved by the RUS pursuant to Subsection (a) above if the Borrower were to  have entered into such contract on the proposed termination date.  The Borrower further agrees at  the written direction of the RUS to exercise any option to terminate a contract if the exercise by  the Borrower of that option would require compliance with the requirements of Section 9.1  pursuant to the immediately preceding sentence; provided, however, the Borrower shall not be  required to exercise any such option to terminate if such exercise could reasonably be expected  to have a Material Adverse Effect.  For the purpose of illustration only, and not by way of  limitation, the Borrower shall be required to comply with the requirements of Section 9.1 before  terminating, and the RUS can require the Borrower to terminate, in any year before year five (5)  thereof, a ten (10) year contract for the sale of electric power and energy that exceeds ten percent (10%) of the Borrower’s peak demand because the portion of the contract to be terminated meets  the standards of Subsection (a)(ii) above (i.e., a term greater than five (5) years for the committed sale of electric power and energy that exceeds ten percent (10%) of the Borrower’s  peak demand).  The Borrower can terminate without first complying with the requirements of  Section 9.1, and the RUS cannot require the Borrower to terminate, that same contract after year  five (5) thereof.  (c) Highest Oversight Period.  During a Highest Oversight Period, the Borrower shall  not, without the prior written approval of the RUS, enter into or amend or modify any of the  contracts of the type described in this Section 6.4, regardless of duration or size.    (d) Determination of Term.  For purposes of this Section 6.4, the term of any contract  shall be determined in accordance with this Subsection.  The term of any contract shall be the  period during which performance (other than payment) is to occur and not the period  commencing when such contract is executed.  The term of any contract shall be based upon the  period prior to the first date upon which the Borrower could, at its option, terminate the contract  (taking into account any notice period required for termination), unless the exercise of such  termination right could reasonably be expected to have a Material Adverse Effect.  (e) Amendments; Extensions.  Any amendment or modification to an existing contract  (including an extension thereof) shall be governed by this Section 6.4 only to the extent such  specific amendment or modification (and not the contract as a whole), judged as if it were a  separate contract, would be required to be approved by the RUS pursuant to Subsection (a)  above.  (f) Legal Requirements.  The requirements of this Section 6.4 shall not apply to  entering into, or the termination, amendment or extension of, any contract to the extent that any  of the foregoing is required to comply with applicable Law or the requirements of any applicable  RTO.  





 






   24  46910378.5  Section 6.5 Limitations on Loans, Investments and Other Obligations  The Borrower shall not, without first complying with the requirements of Section 9.1,  make any Investment, except (i) Investments made for the purpose of funds management or  designated as a reserve against the decommissioning of utility plant that are made pursuant to an investment policy approved by the Borrower’s Board of Directors, a copy of which has been  provided to the RUS, (ii) those Investments identified on Schedule 6 hereto (unless otherwise  specifically indicated on Schedule 6 hereto, all such Investments shall be those existing on the  date hereof and shall not include any additional cash contributions, advances, loans or deposits  made by the Borrower after the date hereof) and Investments specifically approved by the RUS  in writing under this clause (ii), (iii) retained earnings or patronage of Subsidiaries, (iv)  patronage allocated to the Borrower as a result of transactions in the ordinary course of business  with cooperatives, such as, National Rural Utilities Cooperative Finance Corporation and  CoBank, ACB, (v) investments set forth in RUS Regulations (7 C.F.R. § 1717.655, as such RUS  Regulations exist on the date hereof) as excluded from computations of the amounts and type of  Investments for which RUS approval is required, and (vi) other Investments (valued at the initial  cost thereof) that do not in the aggregate with all other Investments other than Investments described in clauses (i) through (v) above exceed fifteen percent (15%) of the Borrower’s Total  Utility Plant; provided, however, that during an Increased Oversight Period, or Highest  Oversight Period, the Borrower shall not, without the prior written approval of the RUS, make  any additional Investments of the type described in clause (vi) above.  Section 6.6 Accounting  The Borrower shall not adopt any depreciation rate, defer any expenses or revenues,  establish any regulatory asset or liability or make any other departure from Accounting  Requirements for the purposes of financial reporting, the establishment of Rates or otherwise  unless approved for the Borrower by the RUS; provided that, for purposes of compliance with  this Agreement, the Indenture, the RUS Regulations or otherwise, any Board approved  depreciation rate (including change in an existing depreciation rate), deferral of expenses or  revenues, or establishment of a regulatory asset or liability is deemed approved by the RUS thirty  (30) days after receipt by the RUS of written notice pursuant to this Section 6.6 of the Borrower’s intent to take such action unless the RUS notifies the Borrower otherwise or notifies  the Borrower that specific additional information is required for RUS to make a determination  (all notices from the RUS to be given in writing before the expiration of the thirty-day period).  Section 6.7 Rate Reductions  The Borrower shall not, without first complying with the requirements of Section 9.1,  decrease its Rates if it has failed to comply with the provisions of Section 13.14 of the Indenture  for the fiscal year prior to such reduction.  Section 6.8 Indenture Restrictions  Notwithstanding the provisions of the Indenture, the Borrower shall not, without first  complying with the requirements of Section 9.1:  





 






   25  46910378.5  (a) issue Additional Obligations under the Indenture on the basis of the $200,000,000  carry forward amount described in Section 4.2B(1) of the Indenture, unless the proceeds of such  Additional Obligations are used (i) to pay premiums and other penalties and charges in respect of  any Existing Obligation held by FFB or the RUS, (ii) to fund the acquisition or construction of  additions or extensions to the System that are subject to the lien of the Indenture, or (iii) to pay  premiums and other penalties, charges and other costs of issuance incurred in connection with a  Current Refunding in an aggregate amount not to exceed five percent (5%) of the principal  amount of the Obligations subject to the Current Refunding;  (b) issue Additional Obligations under the Indenture while any amounts are  outstanding under any RUS Reimbursement Obligation or during an Increased Oversight Period  or a Highest Oversight Period;  (c) consolidate or merge with any other corporation or convey or transfer the Trust  Estate under the Indenture substantially as an entirety unless the aggregate amount of the Borrower’s Equity is not reduced as a result of such transaction and the Borrower provides the  RUS with evidence reasonably satisfactory to the RUS that the consummation of such  transaction will not result in the commencement of an Increased Oversight Period or a Highest  Oversight Period; provided, however, that during an Increased Oversight Period or a Highest  Oversight Period, the Borrower shall not consolidate or merge with any corporation or convey or  transfer the Trust Estate substantially as an entirety;  (d) elect pursuant to Section 1.1D of the Indenture to apply Accounting Requirements  in effect as of the date of execution and delivery of the Indenture;  (e) (i) include as Property Additions, under any provision of the Indenture, any  property that would not qualify as Property Additions but for paragraph C of the definition of  Property Additions in the Indenture, except such Property Additions related to a PILOT  Transaction or (ii) sell, lease or sublease any portion of the Trust Estate pursuant to paragraph H  of Section 5.1 of the Indenture, except in connection with a PILOT Transaction;  (f) submit an Available Margins Certificate under Article IV of the Indenture for the  purpose of issuing Additional Obligations unless such Available Margins Certificate is accompanied by an Independent Accountant’s certificate stating in substance that nothing came  to the attention of such Accountant in connection with its unaudited review of the applicable  period that would lead such Accountant to believe that there was any incorrect or inaccurate  statement in such Available Margins Certificate;  (g) enter into a Supplemental Indenture pursuant to Section 12.1H of the Indenture;  (h) enter into a Supplemental Indenture pursuant to Section 12.1B or 12.1C of the  Indenture if (i) the Holders of the Obligations issued under such Supplemental Indenture are  granted greater security rights in and to the Trust Estate than those security rights enjoyed by the  Government in its capacity as a Holder of Obligations under the Indenture, provided, however,  that neither (A) the existence of Credit Enhancement nor (B) the creation and maintenance of  debt service or similar funds for the payment of the principal and interest on Obligations issued  under such Supplemental Indenture (to the extent such debt service or other similar funds are  





 






   26  46910378.5  funded from the proceeds of the issuance of such Obligations or funded in connection with the  refinancing of other debt by such Obligations), shall constitute greater security rights in and to  the Trust Estate requiring the Borrower to comply with the requirements of Section 9.1; (ii) the  Supplemental Indenture provides for covenants, restrictions, limitations, conditions, events of  defaults or remedies not applicable to all Obligations then Outstanding or not equally available to  all Holders of Obligations then Outstanding, provided, however, that provisions for covenants  and events of default that relate solely to assuring that the interest on such Obligations (or other  indebtedness secured by such Obligations) is excludable from the gross income of the holder  thereof pursuant to the Internal Revenue Code, as amended, shall not constitute the providing of  covenants or events of default requiring the Borrower to comply with the requirements of  Section 9.1; or (iii) the Obligations issued under such Supplemental Indenture, or the  indebtedness secured by such Obligations, can be accelerated, or effectively accelerated through  a mandatory purchase or similar mechanism, in either case, as a consequence of a breach or  default by the Borrower under the related loan agreement or similar agreement entered into in  connection with such Obligation or indebtedness, provided, however, that acceleration and  similar rights may be granted to development authorities, government or governmental entities,  or trustees without first complying with the requirements of Section 9.1 in connection with the  issuance of Obligations (or other indebtedness secured by or issued in connection with such  Obligations) the interest on which is excludable from the gross income of the holder thereof  pursuant to the Internal Revenue Code, as amended, if such acceleration and similar rights are  substantially similar to those customarily granted to development authorities, government or  governmental entities, or trustees;  (i) create or incur or suffer or permit to be created or incurred or to exist any pledge  of current assets secured under the Indenture to secure current liabilities; provided, however, that  the Borrower may pledge current receivables due from the RTO or other counterparties to secure  current payables due to the RTO or other counterparties if the contracts under which such  receivables and payables arise are secured under the Indenture;  (j) provide any Certificate of an Appraiser under the Indenture, unless such Appraiser is Independent, if the amount of the property or securities as to which the Appraiser’s Certificate applies is greater than four percent (4%) of the Borrower’s Total Utility Plant;  provide any Certificate of an Engineer under the Indenture, unless such Engineer is a licensed professional, if the amount of the property as to which the Engineer’s Certificate applies is  greater than one hundred thousand dollars ($100,000); or provide any Certificate of an Engineer  under the Indenture with respect to all or any portion of a Project, unless such Engineer is  Independent, if the fair value or the repair cost of such Project is greater than four percent (4%) of the Borrower’s Total Utility Plant (or, upon the prior written request of the RUS, such lower  amount as the RUS may designate in such notice as to any Project or Projects referenced in such  notice);  (k) issue any Additional Obligations upon the basis of Designated Qualifying  Securities unless the Borrower has a one hundred percent (100%) ownership or membership  interest in the Subsidiary entering into a Qualifying Securities Indenture in connection with such  Designated Qualifying Securities;  





 






   27  46910378.5  (l) modify or alter Section 8.7 of the Indenture or the obligation of the Trustee under  the Indenture to hold the Trust Estate for the equal and proportionate benefit and security of the  Holders, without any priority of any Obligation over any other Obligation;  (m) issue any Additional Obligations upon the basis of Certified Progress Payments;  (n) release any part of the Trust Estate pursuant to Section 5.2 of the Indenture other  than in connection with selling, exchanging or otherwise disposing of such part of the Trust  Estate;  (o) enter into a Supplemental Indenture pursuant to Section 12.2 of the Indenture  permitting the creation of any lien ranking prior to or on a parity with the Indenture with respect  to the Trust Estate;  (p) treat any Bondable Property, which Bondable Property would otherwise be  considered as Retired pursuant to the definition thereof in the Indenture, as not being considered  Retired pursuant to the proviso relating to rate recovery in the definition of Retired in the  Indenture; or  (q) enter into a Supplemental Indenture pursuant to Section 12.1K of the Indenture  providing for the amendment or change of the Indenture based on the reasonable judgment of the  Trustee that such change will not materially and adversely affect the rights of the Holders.   Section 6.9 Negative Pledge  The Borrower shall not, without first complying with the requirements of Section 9.1,  directly or indirectly create, incur, assume or permit to exist any lien, mortgage, pledge, security  interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any  conditional sale or other title retention agreement, any lease in the nature thereof, and any other  agreement to give any security interest) on or with respect to any of the Excepted Property (other  than the Excepted Property described in paragraph P of the definition of Excepted Property,  which property shall not be subject to this Section 6.9) except for:  (a) Permitted Exceptions (other than the Permitted Exception described in paragraph  Y of the definition of Permitted Exceptions in the Indenture unless the current assets pledged are  due from an RTO or other counterparty and are pledged to secure current liabilities of the  Borrower due to such RTO or other counterparty);  (b) as to the Excepted Property described in paragraphs B through E, inclusive, and  paragraph K of the definition of Excepted Property in the Indenture, liens, mortgages, pledges,  security interests, charges and encumbrances in connection with purchase money, construction or  acquisition indebtedness (or renewals or extensions thereof) that encumber only the asset or  assets so purchased, constructed or acquired or property improved through such purchase,  construction or acquisition, and the proceeds upon a sale, transfer or exchange thereof;  (c) liens, mortgages, pledges, security interests, charges and encumbrances (i) for the  benefit of all Holders of the Obligations issued under the Indenture, (ii) in connection with any  bond or similar fund established by the Borrower with respect to any debt securities, the interest  





 






   28  46910378.5  on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue  Code, as amended, to the extent of amounts deposited in such funds in the ordinary course to  make regularly scheduled payments on such debt securities, or (iii) in connection with any debt  service or similar fund established by the Borrower for the payment of principal or interest on  debt securities, the interest on which is excludable from gross income of the holder thereof  pursuant to the Internal Revenue Code, as amended, if such fund is funded solely from the  proceeds of the issuance of such debt securities (or funded in connection with the refinancing of  other debt by such debt securities);  (d) liens, pledges, security interests, charges and encumbrances with respect to any  interest, debt or equity, of the Borrower in the National Rural Utilities Cooperative Finance  Corporation or CoBank, ACB purchased or otherwise acquired by the Borrower in connection  with membership in any such entity or any borrowing from any such entity;  (e) liens, pledges, security interests, charges and encumbrances arising in connection  with any legal or economic defeasance of indebtedness, unless the funding of the defeasance is  during an Increased Oversight Period or a Highest Oversight Period and more than twenty  percent (20%) of the defeasance is funded other than with the proceeds of the issuance of new  indebtedness (in which case the Borrower shall first comply with the requirements of Section 9.1  before permitting or creating any such lien, pledge, security interest, charge or encumbrance);   (f) liens, pledges, security interests, charges and encumbrances with respect to  deposit, brokerage, commodity and other similar accounts to the extent such liens, pledges,  security interests, charges and encumbrances do not secure indebtedness for borrowed money  other than indebtedness incurred in connection with acquiring securities or other investments  deposited in any such account; or  (g) liens, pledges, security interests, charges and encumbrances on (i) cash, (ii)  securities or deposits issued, guaranteed or fully insured as to payment by the Government or any  agency thereof, or (iii) Investments of the type permitted under Section 6.5 hereof, to the extent  required to be provided by the Borrower as collateral for any obligation of the Borrower under  (A) any agreement or other instrument relating to any rate, index or price swap, basis swap,  forward rate, index or price transaction, commodity swap, commodity option, cap, collar or floor  transaction, or other similar transaction entered into by the Borrower for the purpose of directly  mitigating risks associated with interest expense, fuel or other commodity expense, (B) any  power purchase or sale obligation, (C) any agreement or arrangement entered into, with or  through, the RTO, (D) any other similar obligation, commitment or liability of the Borrower, or  (E) any letter of credit issued on behalf of the Borrower, in each case of subclauses (A) through (E), arising in connection with the Borrower’s business and properties and not entered into for  the purpose of speculation; provided, however, that at any time the amount of such cash,  securities, deposits and Investments subject to any lien, pledge, security interest, charge or  encumbrance under this clause (g) in the aggregate may not exceed ten percent (10%) of the Borrower’s Total Utility Plant.  





 






   29  46910378.5  Section 6.10 Environmental Allowances and Credits  The Borrower shall not, without first complying with the requirements of Section 9.1,  sell, assign or otherwise dispose of (or enter into any agreement therefor) any Environmental  Allowances and Credits, except Environmental Allowances and Credits that (i) exceed those  necessary in any particular fiscal year for the Borrower to operate its generating facilities during  such year, as evidenced by a written certification by the Borrower and provided to the RUS no  more than ninety (90) days after such sale, assignment or other disposition, (ii) are sold, assigned  or otherwise disposed of pursuant to any power purchase or sale, joint ownership or similar  agreement that has been approved by the RUS or which has been entered into in compliance with  the terms of this Agreement, or (iii) with respect to which the sale, assignment or other  disposition thereof is required by applicable Law.   Section 6.11 Changes to Plant Agreements  The Borrower shall not, without first complying with the requirements of Section 9.1,  amend, supplement, waive, extend, terminate or assign the Plant Agreements or agree to do so.  Section 6.12 Fiscal Year  The Borrower shall not, without first complying with the requirements of Section 9.1,  change its fiscal year.  Section 6.13 Limits on Variable Rate Indebtedness  During an Increased Oversight Period or a Highest Oversight Period, the Borrower shall  not, if so directed in writing by the RUS, increase the outstanding principal amount of  indebtedness of the Borrower, the interest rate with respect to which is adjusted or readjusted at  intervals of less than two (2) years, including, without limitation, Additional Obligations issued  as a Periodic Offering, the interest rate on which is subject to such adjustment or readjustment, to  an amount exceeding the amount thereof outstanding on the date of such notice from the RUS.  Section 6.14 Limitations on Changing Principal Place of Business  Without prior written notification to the RUS, the Borrower shall not change its principal  place of business.  Section 6.15 Limitations on RUS Financed Extensions and Additions  The Borrower shall not extend or add to its System either by construction or acquisition if  the construction or acquisition is financed or will be financed in whole or in part by the RUS  without either (i) the prior written approval of the RUS or (ii) prior submission of a construction  work plan that describes such extension or addition to its System or a Notice of Intent by the  Borrower to the RUS.  Nothing in this Section 6.15 shall be construed as either committing or  obligating the RUS to provide financing with respect to such extension or addition or waiving the Borrower’s obligation to comply with 7 C.F.R. Part 1970 (Environmental Policies and  Procedures) in order to be eligible for RUS financing.  





 






   30  46910378.5  Section 6.16 Historic Preservation  The Borrower shall not, without approval in writing by the RUS, use any Advance to  construct any facility which shall involve any district, site, building, structure or object which is  included in, or eligible for inclusion in, the National Register of Historic Places maintained by  the Secretary of the Interior pursuant to the Historic Sites Act of 1935 and the National Historic  Preservation Act of 1966.  Section 6.17 Impairment of Wholesale Power Contracts  The Borrower shall not materially breach any obligation to be paid or performed by the  Borrower on any Wholesale Power Contract, or take any action with respect to any Wholesale  Power Contract which would reasonably be expected to have a Material Adverse Effect.  Section 6.18 State Regulation  The Borrower shall not elect to be regulated by any state governmental agency or  authority.  Section 6.19 Limitations on Short-Term Indebtedness  The Borrower shall not, without first complying with the requirements of Section 9.1  hereof, on any date permit Short-Term Indebtedness to exceed thirty percent (30%) of the Borrower’s Total Utility Plant.  As used in this Section 6.19, “Short-Term Indebtedness” means  the result of (a) all indebtedness of, or guaranteed or in effect guaranteed (whether directly or  indirectly, contingent or otherwise) against loss in respect thereof to the holder thereof by, the  Borrower (other than trade payables) which on the date of original issuance is classified as short- term debt under Accounting Requirements minus (b) the sum of (1) all indebtedness covered in  clause (a) of this sentence owed to any one or more members of the Borrower plus (2) all  unadvanced amounts under closed, long-term (with a stated maturity date of greater than one  year from the date of closing) loan, credit or similar facilities of the Borrower.     Section 6.20 Additional Negative Covenants  The Borrower also shall comply with the additional negative covenants identified in  Schedule 4 attached hereto.  ARTICLE VII - EVENTS OF DEFAULT The following shall be “Events of Default” under this Agreement:  (a) Representations and Warranties.  Any representation or warranty made by the  Borrower in Article II hereof, in any certificate furnished to the RUS hereunder or in the  Indenture shall be incorrect in any material respect at the time made;  (b) Payment.  Default shall be made in the payment of or on account of interest on or  principal of any Note when and as the same shall be due and payable, whether by acceleration or  otherwise, which shall remain unsatisfied for five (5) Business Days;  





 






   31  46910378.5  (c) Borrowing Under the Indenture in Violation of the Loan Contract.  Default by the  Borrower in the observance or performance of any covenant or agreement contained in  Subsection (a) or (b) of Section 6.8;  (d) Other Covenants.  Default by the Borrower in the observance or performance of  any other covenant or agreement contained in any of the Loan Documents, which shall remain  unremedied for thirty (30) calendar days after written notice thereof shall have been given to the  Borrower by the RUS, unless such default cannot be reasonably cured within such thirty (30) day  period, then in such event and so long as a cure is being diligently pursued, the Borrower shall  have a reasonable period of time beyond such thirty (30) days to complete such cure;  (e) Corporate Existence.  The Borrower shall forfeit or otherwise be deprived of its  corporate charter or any franchises, permits, easements, consents or licenses required to carry on  any material portion of its business;  (f) Other Obligations.  Default by the Borrower in the payment of any obligation,  whether direct or contingent, for borrowed money in excess of twenty-five million dollars  ($25,000,000) or in the performance or observance of the terms of any instrument pursuant to  which such obligation was created or securing such obligation which default shall have resulted  in such obligation becoming or being declared due and payable prior to the date on which it  would otherwise be due and payable;  (g) Bankruptcy.  A court having jurisdiction in the premises shall enter a decree or  order for relief in respect of the Borrower in an involuntary case under any applicable  bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,  liquidator, assignee, custodian, trustee, sequestrator or similar official, or ordering the winding  up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a  period of ninety (90) consecutive days or the Borrower shall commence a voluntary case under  any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or under  any such law, or consent to the appointment or taking possession by a receiver, liquidator,  assignee, custodian or trustee, of a substantial part of its property, or make any general  assignment for the benefit of creditors;  (h) Dissolution or Liquidation.  Other than as provided in Subsection (g) above, the  dissolution or liquidation of the Borrower, or failure by the Borrower promptly to forestall or  remove any execution, garnishment or attachment of such consequence as shall impair its ability  to continue its business or fulfill its obligations and such execution, garnishment or attachment shall not be vacated within thirty (30) days.  The term “dissolution or liquidation of the Borrower,” as used in this Subsection (h), shall not be construed to include the cessation of the  corporate existence of the Borrower resulting either from a merger or consolidation of the  Borrower into or with another corporation following a transfer of all or substantially all its assets  as an entirety, under the conditions permitting such actions; and  (i) Indenture.  Any Significant or Uncured Indenture Event of Default shall have  occurred.  





 






   32  46910378.5  ARTICLE VIII - REMEDIES  Section 8.1 Remedies  Upon the occurrence of an Event of Default, then the RUS may pursue all rights and  remedies available to the RUS that are contemplated by this Agreement in the manner, upon the  conditions and with the effect provided in this Agreement, including, but not limited to, a suit for  specific performance, injunctive relief or compensatory damages. The RUS is hereby authorized,  to the maximum extent permitted by applicable Law, to demand specific performance of this  Agreement at any time when the Borrower shall have failed to comply with any provision of this  Agreement applicable to it.  The Borrower hereby irrevocably waives, to the maximum extent  permitted by applicable Law, any defense based on the adequacy of a remedy at law that might  be asserted as a bar to such remedy of specific performance. Nothing herein shall limit the right  of the RUS to pursue all rights and remedies available to a creditor at law or in equity following  the occurrence of an Event of Default, or any right or remedy available to the RUS as a Holder of  an Obligation under the Indenture.  Each right, power and remedy of the RUS shall be  cumulative and concurrent, and recourse to one or more rights or remedies shall not constitute a  waiver of any other right, power or remedy.  Section 8.2 Suspension of Advances  In addition to the rights, powers and remedies referred to in Section 8.1, the RUS may, in  its absolute discretion, suspend or terminate the obligation to make or approve Advances  hereunder if (i) any Event of Default, or any occurrence which with the passage of time or giving  of notice would be an Event of Default, occurs and is continuing; or (ii) an event shall have  occurred that has had or is likely to have a Material Adverse Effect.  ARTICLE IX - MISCELLANEOUS  Section 9.1 Notice to RUS; Objection of RUS  Before undertaking any transaction described in Article V or Article VI that requires  compliance with the requirements of this Section 9.1, the Borrower shall give to the RUS (i)  notice in writing describing in reasonable detail the proposed transaction and expressly stating  that the transaction is covered by this Section 9.1 and (ii) drafts of all material documents to  effect such transaction.  If the RUS delivers to the Borrower written notice that it objects to the  proposed transaction within (I) sixty (60) days (or such shorter period as the parties shall agree to  in writing) in the case of any transaction of the nature described in paragraph (a) below, or (II)  thirty (30) days (or such shorter period as the parties shall agree to in writing) in the case of any  transaction of the nature described in paragraph (b) below, the Borrower shall not complete the  transaction without RUS approval.  (a) Transactions requiring compliance with the requirements of this Section 9.1  pursuant to Sections 5.15, 6.2, 6.4, 6.8(a), 6.8(b), 6.8(c), 6.8(e), 6.8(g), 6.8(h), 6.8(m), 6.8(n),  6.8(o), 6.8(p), 6.8(q), 6.9, 6.11, 6.12 and 6.19 shall be subject to a 60-day review and objection  period (or such shorter period as the parties shall agree to in writing); and  





 






   33  46910378.5  (b) Transactions requiring compliance with the requirements of this Section 9.1  pursuant to Sections 6.5, 6.7, 6.8(d), 6.8(f), 6.8(i), 6.8(j), 6.8(k), 6.8(l) and 6.10 shall be subject  to a 30-day review and objection period (or such shorter period as the parties shall agree to in  writing).  Section 9.2 Notices  All communications, notices, requests, demands, authorizations, consents, waivers or  other modifications provided, permitted or required by this Agreement shall be communicated in  writing or by electronic mail or a telecommunications device capable of creating a written  record, as specified herein, and any such notice shall become effective: (a) upon personal  delivery thereof, including, without limitation, by overnight mail or courier service, (b) in the  case of notice by United States mail, certified or registered, postage prepaid, return receipt  requested, upon receipt thereof, or (c) in the case of notice by electronic mail or by such a  telecommunications device, upon transmission thereof, provided such transmission shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return electronic mail or other  written acknowledgment), provided that, if such notice, electronic mail or other communication  is not sent during the normal business hours of the recipient, such notice or communication shall  be deemed to have been sent at the opening of business on the next business day for the  recipient, in each case addressed to each party hereto at its address set forth below or, in the case  of any such party hereto, at such other address as such party may from time to time designate by  written notice to the other parties hereto or to such other addresses the party hereto may from  time to time designate:     The Government:    Rural Utilities Service  U.S. Department of Agriculture  Room No.  4121 South  1400 Independence Avenue SW  Washington, D. C. 20250-1500  Attention:  Administrator  And electronic mail to:  RUSElectric@usda.gov  The Borrower:  Oglethorpe Power Corporation  2100 East Exchange Place   Tucker, Georgia 30084-5336   Fax:  (770) 270-7872  Attention:  President and Chief Executive Officer  With a copy to:  Vice President, Treasurer    





 






   34  46910378.5  Section 9.3 Expenses  To the extent permitted by Law, the Borrower shall pay all costs and expenses of the  RUS, including reasonable fees of counsel, incurred in connection with the enforcement of the  Loan Documents or with the preparation for such enforcement if the RUS has reasonable  grounds to believe that such enforcement may be necessary.  Section 9.4 Late Payments  If payment of any amount due hereunder is not received at the United States Treasury in  Washington, DC, or such other location as the RUS may designate to the Borrower, within five  (5) Business Days after the due date thereof or such other longer time period as the RUS may  prescribe from time to time in its policies of general application in connection with any late payment charge (such unpaid amount being herein called the “delinquent amount,” and the  period beginning after such due date until payment of the delinquent amount being herein called the “late-payment period”), the Borrower shall pay to the RUS, in addition to all other amounts  due under the terms of the Notes and this Agreement, any late-payment charge as may be fixed  by RUS Regulations from time to time on the delinquent amount for the late-payment period.  Section 9.5 Filing Fees  To the extent permitted by Law, the Borrower agrees to pay all expenses of the RUS  (including the fees and expenses of its counsel) in connection with the filing or recordation of all  financing statements and instruments as may be required by the RUS in connection with this  Agreement, including, without limitation, all documentary stamps, recordation and transfer taxes  and other costs and taxes incident to recordation of any document or instrument in connection  herewith.  The Borrower agrees to save harmless and indemnify the RUS from and against any  liability resulting from the failure to pay any required documentary stamps, recordation and  transfer taxes, recording costs, or any other expenses incurred by the RUS in connection with  this Agreement.  The provisions of this Section 9.5 shall survive the execution and delivery of  this Agreement and the payment of all other amounts due hereunder or due on the Notes.  Section 9.6 No Waiver  No failure on the part of the RUS to exercise, and no delay in exercising, any right  hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the RUS of  any right hereunder preclude any other or further exercise thereof or the exercise of any other  right.  Section 9.7 Governing Law  EXCEPT TO THE EXTENT GOVERNED BY APPLICABLE FEDERAL LAW, THE  LOAN DOCUMENTS SHALL BE DEEMED TO BE GOVERNED BY, AND CONSTRUED  IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.  





 






   35  46910378.5  Section 9.8 Holiday Payments  If any payment to be made by the Borrower hereunder shall become due on a day which  is not a Business Day, such payment shall be made on the next succeeding Business Day and  such extension of time shall be included in computing any interest in respect of such payment.  Section 9.9 Successors and Assigns  This Agreement shall be binding upon and inure to the benefit of the Borrower and the  RUS and their respective successors and assigns, except that the Borrower may not assign or  transfer its rights or obligations hereunder without the prior written consent of the RUS.  Section 9.10 Complete Agreement; Amendments  This Agreement and the other Loan Documents are intended by the parties to be a  complete and final expression of their agreement.  However, the RUS reserves the right to waive  its rights to compliance with any provision of this Agreement, the RUS Regulations and the other  Loan Documents.  No amendment or modification hereof or to any other Loan Document (other  than the Indenture) shall be effective unless signed by both parties hereto.  No waiver of any  provision hereof (including any provision of the RUS Regulations applicable hereunder) or of  any other Loan Document by the RUS, or consent by the RUS to any departure by the Borrower  herefrom or therefrom, shall be effective unless approved in writing by the RUS in the form of  either RUS Regulations or other writing signed by or on behalf of the RUS (and then any such  waiver or consent shall be effective only in the specific instance and for the specific purpose for  which given).  Any Schedule or Exhibit to this Agreement may be amended and replaced by  attaching a revised Schedule or Exhibit hereto, which revised Schedule or Exhibit shall have  been signed by both parties hereto.  Section 9.11 Headings  The headings and sub-headings contained in the titling of this Agreement are intended to  be used for convenience only and do not constitute part of this Agreement.  Section 9.12 Severability  If any term, provision or condition, or any part thereof, of this Agreement shall for any  reason be found or held invalid or unenforceable by any governmental agency or court of  competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such  term, provision or condition nor any other term, provision or condition, and this Agreement, the  Notes, and the Indenture shall survive and be construed as if such invalid or unenforceable term,  provision or condition had not been contained herein.  Section 9.13 Right of Set Off  Upon the occurrence and during the continuance of any Event of Default, the RUS is  hereby authorized at any time and from time to time, without prior notice to the Borrower, to  exercise rights of set off or recoupment and apply any and all amounts held or hereafter held, by  the RUS or owed to the Borrower or for the credit or account of the Borrower against any and all  





 






   36  46910378.5  of the obligations of the Borrower now or hereafter existing hereunder or under the Notes.  The  RUS agrees to notify the Borrower promptly after any such set off or recoupment and the  application thereof, provided that the failure to give such notice shall not affect the validity of  such set off, recoupment or application.  The rights of the RUS under this Section 9.13 are in  addition to any other rights and remedies (including other rights of set off or recoupment) which  the RUS may have.  The Borrower waives all rights of set off, deduction, recoupment or  counterclaim.  Section 9.14 Schedules and Exhibits  Each Schedule and Exhibit attached hereto and referred to herein is an integral part of  this Agreement.  Section 9.15 Sole Benefit  The rights and benefits set forth in this Agreement are for the sole benefit of the parties  hereto and may be relied upon only by them.  Section 9.16 Existing Loan Contract  This Agreement amends the Existing Loan Contract so that, as of the date of this  Agreement, it reads in its entirety as herein provided.  As of the date hereof, this Agreement  replaces and supersedes the Existing Loan Contract.  Section 9.17 Authority of RUS Representatives  In the case of any consent, approval or waiver from the RUS that is required under this  Agreement or any other Loan Document, such consent, approval or waiver must be in writing  and signed by an authorized RUS representative to be effective.  As used in this Section 9.17, “authorized RUS representative” means the Administrator, and also means a person to whom the  Administrator has officially delegated specific or general authority to take the action in question.   If not publicly available, the RUS will provide evidence of the authority of such authorized RUS  representative upon the request of the Borrower.  Section 9.18 Relation to RUS Regulations  (a) In case of any conflict between the terms of this Agreement or the Indenture and  the provisions of the RUS Regulations, the terms of this Agreement and the Indenture shall  control.  (b) The RUS Regulations shall apply to the Borrower to the extent and under the  conditions expressly set forth in this Agreement (other than in Section 5.13 hereof), including,  without limitation, Subsections (c) and (d) of this Section 9.18; provided, however, that, as  provided in Section 9.10, such applicability may from time to time be amended, modified or  waived by the issuance by RUS of one or more letters, documents, declarations or other writings  that provide supplemental guidance with respect to such applicability.  





 






   37  46910378.5  (c) The Borrower recognizes that some RUS Regulations implement Federal statutes  or regulatory policies that are not limited to rural electrification but apply to many types of  Federal assistance.  Nothing herein is intended to, or shall be deemed to, waive the requirements  of any Federal statute or regulation that is applicable to the Borrower independently of any  requirement made applicable solely by the RUS Regulations.  (d) Subject to Subsections (b) and (c) above, if any RUS Regulation conflicts with the  terms of this Agreement or the Indenture or imposes additional or different requirements,  pursuant to 7 C.F.R. § 1710.113(c)(2), the provisions of this Agreement or the Indenture shall  control and the RUS hereby waives compliance by the Borrower with such RUS Regulations.    Section 9.19 Term  This Agreement shall remain in effect until one of the following two events has occurred:  (a) The Borrower and the RUS replace this Agreement with another written  agreement; or  (b) All of the Borrower’s obligations under this Agreement and the Notes have been  discharged and paid.  Section 9.20 References to Statutes and Regulations  Unless otherwise provided herein, any specific reference herein to any regulation shall  include any regulation hereafter adopted that replaces such regulation specifically referenced  herein, and any reference herein to any statute or regulation shall refer to such statute or  regulation as amended, modified or supplemented from time to time.  Section 9.21 Relation to Indenture  The RUS is a party to this Agreement and a Holder of Outstanding Secured Obligations  under the Indenture.  Both this Agreement and the Indenture govern the relationship between the  Borrower and the RUS, and the parties intend that the Indenture and this Agreement  independently govern such relationship.  Each provision of this Agreement is intended to and  shall be fully operative and enforceable as written whether or not the subject matter of any such  provision is or is not addressed by the Indenture, or, if so addressed, is addressed in a different  way from that set forth in this Agreement.  (Signatures begin on next page.)    





 






 





 






39 46910378.5 (Signatures continued from previous page.) UNITED STATES OF AMERICA, acting by and through the Administrator of the Rural Utilities Service By: Administrator ANDREW BERKE Digitally signed by ANDREW BERKE  Date: 2022.10.14 15:11:12 -04'00' 





 






  46910378.5  SCHEDULE 1  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America  CONTEMPORANEOUS LOANS, OUTSTANDING NOTES AND FISCAL YEAR  OF OBLIGATION FOR THE AE48 FFB NOTE  1. “Contemporaneous Loans” shall mean the loans evidenced by the following:  None.  2. “Outstanding Notes” shall mean the following notes:  (a) Retained Indebtedness Note, dated as of March 1, 1997, from the Borrower to  FFB, in the original face principal amount of $2,637,781,327.45, as amended by  each of the six Agreements Amending Note designated as MO24, made as of May  22, 2007, among the Borrower, FFB and the Government, acting through the  Administrator of the RUS;  (b) Reimbursement Note, dated as of March 1, 1997, from the Borrower to the  Government, acting through the Administrator of the RUS;  (c) Note (M-8), dated as of March 31, 2003, from the Borrower, to FFB, in the  original face principal amount of $275,000,000;  (d) Reimbursement Note (M-8), dated as of March 31, 2003, from the Borrower to  the Government, acting through the Administrator of the RUS;  (e) Note (N-8), dated as of March 31, 2003, from the Borrower to FFB, in the  original face principal amount of $313,665,000;  (f) Reimbursement Note (N-8), dated as of March 31, 2003, from the Borrower to the  Government, acting through the Administrator of the RUS;  (g) Note (P-8), dated as of May 31, 2006, from the Borrower to FFB, in the original  face principal amount of $92,000,000;  (h) Reimbursement Note (P-8), dated as of May 31, 2006, from the Borrower to the  Government, acting through the Administrator of the RUS;  (i) Note (R-8), dated as of July 25, 2007, from the Borrower to FFB, in the original  face principal amount of $78,418,600; and  (j) Reimbursement Note (R-8), dated as of July 25, 2007, from the Borrower to the  Government, acting through the Administrator of the RUS.  





 






  46910378.5  (k) Note (S-8), dated as of September 5, 2008, from the Borrower to FFB, in the  original face principal amount of $441,522,000.  (l) Reimbursement Note (S-8), dated as of September 5, 2008, from the Borrower to  the Government, acting through the Administrator of the RUS.  (m) Note (V-8), dated as of August 13, 2010, from the Borrower to FFB, in the  original face principal amount of $310,228,000.  (n) Reimbursement Note (V-8), dated as of August 13, 2010, from the Borrower to  the Government, acting through the Administrator of the RUS.  (o) Note (W-8), dated as of April 15, 2011, from the Borrower to FFB, in the original  face principal amount of $203,100,000.  (p) Reimbursement Note (W-8), dated as of April 15, 2011, from the Borrower to the  Government, acting through the Administrator of the RUS.  (q) Note (X-8), dated as of April 15, 2011, from the Borrower to FFB, in the original  face principal amount of $170,000,000.  (r) Reimbursement Note (X-8), dated as of April 15, 2011, from the Borrower to the  Government, acting through the Administrator of the RUS.  (s) Note (Y-8), dated as of April 23, 2013, from the Borrower to FFB, in the original  face principal amount of $127,703,000.  (t) Reimbursement Note (Y-8), dated as of April 23, 2013, from the Borrower to the  Government, acting through the Administrator of the RUS.  (u) Note (AA-8), dated as of April 23, 2013, from the Borrower to FFB, in the  original face principal amount of $492,610,000.  (v) Reimbursement Note (AA-8), dated as of April 23, 2013, from the Borrower to  the Government, acting through the Administrator of the RUS.  (w) Note (AB-8), dated as of September 2, 2014, from the Borrower to FFB, in the  original face principal amount of $230,050,000.  (x) Reimbursement Note (AB-8), dated as of September 2, 2014, from the Borrower  to the Government, acting through the Administrator of the RUS.  (y) Note (AC-8), dated as of January 30, 2018, from the Borrower to FFB, in the  original face principal amount of $448,307,000.  (z) Reimbursement Note (AC-8), dated as of January 30, 2018, from the Borrower to  the Government, acting through the Administrator of the RUS.  





 






  46910378.5  (aa) Note (AD48), dated as of December 3, 2020, from the Borrower to FFB, in the  original face principal amount of $630,342,000.  (bb) Reimbursement Note (AD48), dated as of December 3, 2020, from the Borrower  to the Government, acting through the Administrator of the RUS.  3. The Fiscal Year of Obligation is 2021 for the AE48 FFB Note.  





 






  46910378.5  SCHEDULE 2  to the Twelfth Amended and Restated Loan Contract,  dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America  PLANT AGREEMENTS “Plant Agreements” shall mean, collectively, the following agreements relating to the ownership  and operation of generating facilities:  1. Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership  Participation Agreement among Georgia Power Company, the Borrower, Municipal  Electric Authority of Georgia and City of Dalton, Georgia (the “Co-Owners”), dated as of  May 15, 1980, as amended by that certain Amendment, among the Co-Owners, dated as  of December 30, 1985; and as amended by that certain Amendment Number Two, among  the Co-Owners, dated as of July 1, 1986; and as amended by that certain Amendment  Number Three, among the Co-Owners, dated as of August 1, 1988; and as amended by  that certain Amendment Number Four, among the Co-Owners, dated as of December 31,  1990;  2. Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among the  Co-Owners, dated as of May 15, 1980, as amended by that certain Amendment, among  the Co-Owners, dated as of December 30, 1985; and as amended by that certain  Amendment Number Two, among the Co-Owners, dated as of December 31, 1990; and  as amended by that certain Amendment Number Three, among the Co-Owners, dated as  of February 22, 2022;  3. Plant Scherer Managing Board Agreement, among the Co-Owners, Gulf Power  Company, Florida Power & Light Company and Jacksonville Electric Authority, dated as  of December 31, 1990;  4. Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership  Participation Agreement, among the Co-Owners, dated as of August 27, 1976, as  amended by that certain Amendment Number One, among the Co-Owners dated as of  January 18, 1977; and as amended by that certain Amendment Number Two, among the  Co-Owners, dated as of February 24, 1977;  5. Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, among the  Co-Owners, dated as of April 21, 2006, as amended by that certain Amendment No. 1 to  Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, among the  Co-Owners, dated as of April 8, 2008; and as amended by that certain Omnibus  Amendment Regarding Plant Vogtle Additional Units Description, among the Co- Owners, dated as of December 1, 2013; and as amended by that certain Agreement and  Amendment No. 2 to Plant Alvin W. Vogtle Additional Units Ownership Participation  Agreement, among the Co-Owners, dated as of February 20, 2014; and as amended by  that certain Owners Consent to Assignment and Direct Agreement and Amendment to  





 






  46910378.5  Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, among the  Co-Owners, the United States Department of Energy and PNC Bank, National  Association, dated as of February 20, 2014; and as amended by that certain Agreement  and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership  Participation Agreement, among the Co-Owners, dated as of November 2, 2017; and as  amended by that certain Global Amendments to Vogtle Additional Units Agreements,  among the Co-Owners, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC and  MEAG Power SPVP, LLC, dated as of February 18, 2019; and as amended by that  certain Amended & Restated Owners Consent to Assignment and Direct Agreement and  Amendment to Plant Alvin W. Vogtle Additional Units Ownership Participation  Agreement, among the Co-Owners, MEAG Power SPVJ, LLC, MEAG Power SPVM,  LLC, MEAG Power SPVP, LLC, the United States Department of Energy and PNC  Bank, National Association, dated as of March 22, 2019;  6. Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement,  among the Co-Owners, dated as of April 21, 2006, as amended by that certain  Amendment No. 1 to Plant Alvin W. Vogtle Nuclear Units Amended and Restated  Operating Agreement, among the Co-Owners, dated as of April 8, 2008; and as amended  by that certain Omnibus Amendment Regarding Plant Vogtle Additional Units  Description, among the Co-Owners, dated as of December 1, 2013; and as amended by  that certain Agreement and Amendment No. 2 to Plant Alvin W. Vogtle Nuclear Units  Amended and Restated Operating Agreement, among the Co-Owners, dated as of  February 20, 2014; and as amended by that certain Global Amendments to Vogtle  Additional Units Agreements, among the Co-Owners, MEAG Power SPVJ, LLC, MEAG  Power SPVM, LLC and MEAG Power SPVP, LLC, dated as of February 18, 2019;  7. Plant Hal Wansley Purchase and Ownership Participation Agreement, between Georgia  Power Company and the Borrower, dated as of March 26, 1976;  8. Plant Hal Wansley Operating Agreement, between Georgia Power Company and  Borrower, dated as of March 26, 1976, as amended by that certain Amendment, dated as  of January 15, 1995, and as amended by that certain Second Amendment, dated as of  October 31, 2016, and as amended by that certain Third Amendment, dated as of April  15, 2018;  9. Plant Hal Wansley Combustion Turbine Agreement, between Georgia Power Company  and the Borrower, dated as of August 2, 1982, and Amendment No. 1, dated as of  October 20, 1982;  10. Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement, between  Georgia Power Company and the Borrower, dated as of January 6, 1975;  11. Edwin I. Hatch Nuclear Plant Operating Agreement, between Georgia Power Company  and the Borrower, dated as of January 6, 1975;  12. The Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated  as of November 18, 1988, between the Borrower and Georgia Power Company;  





 






  46910378.5  13. The Rocky Mountain Pumped Storage Hydroelectric Project Ownership Participation  Agreement, dated as of November 18, 1988, between the Borrower and Georgia Power  Company;  14. Plant Wansley CC Projects Operating Agreement, dated as of June 1, 2002, among  Georgia Power Company (GPC), Chattahoochee, Municipal Electric Authority of  Georgia (MEAG) and Southern Power Company (SPC);  15. Wansley CC Projects Agreement Regarding Allocation of Costs, Administration of the  Allocation of Natural Resources and Other Matters, dated as of June 1, 2002 among  Chattahoochee, GPC, the Borrower, MEAG, the City of Dalton and SPC; and  16. Plant Wansley CC Projects Ownership Participation Agreement, dated as of  November 15, 2001, among GPC, Borrower and MEAG    





 






  46910378.5  SCHEDULE 3  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America  SUBSIDIARIES  Rocky Mountain Leasing Corporation      





 






  46910378.5  SCHEDULE 4  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America   ADDITIONAL AFFIRMATIVE AND NEGATIVE COVENANTS   Section 1 Definitions  Capitalized terms that are not defined in this Schedule 4 shall have the meanings set forth  in the Agreement.  The terms defined herein include both the plural and the singular. “Chattahoochee and Talbot Projects” shall mean, collectively, the Chattahoochee Project  and the Talbot Project.  “Chattahoochee Project” shall mean an intermediate generation facility located in Heard  and Carroll Counties, Georgia, with a nominal capacity of approximately 520 MW, consisting of  two Siemens Westinghouse V84.3A Combustion Turbines and auxiliaries, heat recovery steam  generators (HRSG), and steam turbines operating in combined cycle service in a “2 on 1”  configuration. “Contract” shall mean any one of the NMBA and the Umbrella Agreement, including any  schedules or exhibits thereto other than Appendix A to the NMBA, and including any executed  Nuclear Operating Agreement or other contract described at Section 2.3.2 of the NMBA. “Intercreditor Agreement” shall have the meaning given such term in the Rocky  Mountain Participation Agreements. “NMBA” shall mean the Second Amended and Restated Nuclear Managing Board  Agreement, among the Co-Owners, dated as of April 21, 2006. “Rocky Mountain Lease Transaction” shall mean the lease and leaseback arrangements of the Borrower’s undivided interest in the Rocky Mountain Pumped Storage Hydroelectric  Project, as contemplated by the Rocky Mountain Participation Agreements. “Rocky Mountain Operative Documents” shall have the meaning given the term “Operative Documents” in the Rocky Mountain Participation Agreements. “Rocky Mountain Participation Agreements” shall mean those certain four (4)  Participation Agreements, dated as of December 30, 1996 and those certain two (2) Participation  Agreements, dated as of January 3, 1997, between the Borrower, Rocky Mountain Leasing  Corporation and certain other parties identified therein, including Philip Morris Capital  Corporation, NationsBanc Leasing and R. E. Corporation and First Chicago Leasing  Corporation, as Owner Participants, as such agreements may hereafter be amended or  supplemented from time to time.  





 






  46910378.5  “Scherer Participation Agreements” shall mean the Participation Agreements, dated as of  December 30, 1985, between the Borrower and each of IBM Credit Finance Corporation, HEI  Investment Corp., Ford Motor Credit Corporation and Chrysler Capital Corporation, as such  agreements have been or may hereafter be amended or supplemented from time to time. “Scherer Transaction” shall mean the sale and leaseback arrangements of the Borrower’s  60% undivided interest in Unit No. 2 of Plant Robert W. Scherer, as contemplated by the Scherer  Participation Agreements. “Scherer Transaction Documents” shall be as defined in the Scherer Participation  Agreements. “Senior Creditors” shall have the meaning given such term in the Intercreditor  Agreement.  “Senior Financing Agreements” shall have the meaning given such term in the  Intercreditor Agreement. “Senior Secured Parties” shall have the meaning given such term in the Intercreditor  Agreement. “Talbot Project” shall mean a peaking generation facility located in Talbot County,  Georgia, with a nominal aggregate capacity of approximately 648 MWs, consisting of six  Siemens Westinghouse V-84.2 combustion turbines and auxiliaries operating in simple cycle  service.  “Umbrella Agreement” shall mean the ITSA, Power Sale and Coordination Umbrella  Agreement, dated as of November 12, 1990. “Vogtle Units 3 & 4” shall mean those two additional generating units currently under construction at the site of the Borrower’s existing nuclear power generating facility commonly  known as the Alvin W. Vogtle Electric Generating Plant located in Burke County, Georgia,  consisting of two Westinghouse AP1000 nuclear reactors, each with a nominally rated  generating capacity of approximately 1,100 megawatts, natural draft cooling towers, intake and  discharge structures, associated transmission facilities, fuel and ancillary structures supporting  the power generation process.  Section 2 Notices  The Borrower shall promptly furnish to the RUS, or notify the RUS of, any of the  following as soon as practical after receipt thereof or after it has obtained actual knowledge  thereof:   (i) Copies of:  (a) All notices, certificates and opinions which the Borrower receives in  connection with the transaction under the terms of the Scherer Transaction  Documents;  





 






  46910378.5  (b) Any executed “Nuclear Operating Agreement” (as defined by the  NMBA);  (c) Any and all “Strategic Plans” (as defined in the NMBA) approved under  the NMBA;  (d) Any amendment to Appendix A of the NMBA; or   (e) All notices or other communications given to or received by the Borrower with respect to any “Event of Default,” “Loan Event of Default” or “Subordinated Deed to Secure Debt and Security Agreement Event of Default” under any “Operative Document” (all as defined in the Rocky  Mountain Participation Agreements).  (ii) Any attempt to remove the Borrower as agent under Article IV of the Rocky  Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated as  of November 18, 1988, between the Borrower and Georgia Power Company (the “Ownership Agreement”), or Article VIII of the Ownership Agreement; or the  occurrence of any default under the Ownership Agreement or the Rocky  Mountain Pumped Storage Hydroelectric Project Ownership Agreement, dated as  of November 18, 1988, between the Borrower and Georgia Power Company,  which is material and is continuing; or  (iii) Any of the following and, if the RUS so requests in writing, the Borrower shall  provide information concerning any of the following in form and substance  satisfactory to the RUS:  (a) That any of the Contracts have expired or have been terminated, extended  or assigned either by any of the parties thereto or by a “Governmental Authority” (as defined in the applicable Contract) or that the parties to  such Contract have executed an amendment to such Contract or any  Governmental Authority has amended such Contract;  (b) That a party to the NMBA, including the Borrower, has referred a dispute  to arbitration pursuant to Section 9.14 of the NMBA, and thereafter, the  results of such arbitration;  (c) That a party to any Contract, including the Borrower, has commenced a  legal proceeding either before a court or governmental agency with respect  to such Contract (including, but not limited to, applications to FERC);  (d) The President and Chief Executive Officer of the Borrower has concluded,  or any other party to a Contract has given the Borrower written notice  alleging, that a party to such Contract has failed to act in accordance with  Prudent Utility Practices (as defined in the applicable Contract) or has  engaged in willful misconduct; provided, however, that Borrower shall not  be obligated to notify the RUS of any action which could not reasonably  be expected to have a Material Adverse Effect;  





 






  46910378.5  (e) That a person or entity has made a claim against any party to a Contract  (including the Borrower); provided, however, that the Borrower need not  provide notice of any claim the payment of which could not reasonably be  expected to have a Material Adverse Effect;  (f) That any member of the Borrower has sought service from Georgia Power Company pursuant to the “Antitrust Conditions” (as defined in the  Umbrella Agreement);  (g) That any representation or warranty of Georgia Power Company under  Section 7.2 of the Umbrella Agreement or any matter in the legal opinion  furnished to Borrower under Section 7.4 of the Umbrella Agreement is  incorrect or in dispute;  (h) That as the result of any audit conducted pursuant to a party’s rights under  any Contract, such party has made a claim or reserved the right to make a  claim for an adjustment in an amount in excess of $10,000,000 for any  charge made by Georgia Power Company under such contract; provided  however, that the dollar amount stated in this condition is in January 1,  1991 dollars and shall be escalated annually for inflation using the Handy- Whitman Index of Public Utility Construction Costs (South Atlantic  Region);  (i) That a Governmental Authority (as defined in the NMBA) has assessed  against the Operating Agent (as defined in the NMBA) a criminal penalty  of any kind or a civil penalty of more than $110,000 or, when added to  any other civil penalty assessed within the previous 12 months, is in the  aggregate in excess of $440,000;  (j) That a management audit is being conducted pursuant to Section 5.4 of the  NMBA and, when applicable, that such audit has been concluded; or   (k) That the Borrower has received notice pursuant to Section 5.1.2 of the  Nuclear Operating Agreement (as defined by the NMBA) that a proceeding has been initiated in which the “Operating Agent” (as defined  in the NMBA) is a party.  Section 3 Amendments  3.1 Scherer Transaction Documents; the Contracts. The Borrower shall not,  without first complying with the requirements of Section 9.1 of the Agreement, amend,  supplement, waive, terminate, extend or assign any of the agreements set forth below or agree to  do so (except to the extent specifically governed by Section 5 of this Schedule 4):   (a) The Scherer Transaction Documents; or   (b) The Contracts.  





 






  46910378.5  3.2 Rocky Mountain Operative Documents. The Borrower shall not, without first  complying with the requirements of Section 9.1 of the Agreement, terminate, extend or assign  any of the Rocky Mountain Operative Documents.  3.3 Notice and Objection Process.  Each of the foregoing actions shall be considered  described in paragraph (a) of Section 9.1 of the Agreement and shall be subject to the review and  objection period set forth in such paragraph.  Section 4 1985 – Plant Scherer Leveraged Lease  4.1 Direction of the RUS.  Whenever requested in writing to do so by the RUS, such  requests to be made for good cause as determined solely in the absolute discretion of the RUS,  the Borrower shall exercise such rights and powers as may be vested in the Borrower and make  such elections and requests as may be available to the Borrower, under the terms of the Scherer  Transaction Documents in such manner and at such times as the RUS may so specify.  4.2 Options to Purchase; Assignment; Etc.  The Borrower shall not, without the  prior written approval of the RUS, exercise any of its options to purchase or renew its lease of an “Undivided Interest” as defined in the Scherer Participation Agreements; or assign, sublease,  transfer or encumber its leasehold interest in the Undivided Interest.  Section 5 GPC Agreements  5.1 Actions Requiring Consent of the RUS.  The Borrower shall not, without the prior written consent of the RUS, execute any conforming amendment to the “Joint Committee Agreement” (as defined in the NMBA).  5.2 Notice of Approval or Rejection of Certain Contracts.  The Borrower shall not, without the prior written approval of the RUS, vote as a member of the “Nuclear Managing Board” (as defined in the NMBA) to approve or reject any Contract as described in Section 2.3.2  of the NMBA that would have been subject to the prior approval of the Securities and Exchange  Commission pursuant to the Public Utility Holding Company Act of 1935 and the regulations  thereunder, in each case as in effect on August 1, 2005, including, without limitation, 17 C.F.R.  §§ 250.80 – 250.95, unless and until the Borrower shall have first given the RUS written notice  of the proposed vote not less than 60 days prior to such vote.  If, upon receipt of such notice, the  RUS shall notify the Borrower within the 60-day period preceding the vote of an objection to the  proposed vote, then the Borrower shall not vote until it has obtained RUS approval of such vote.  5.3 Audits.  Upon the request of the RUS, the Borrower shall conduct, to the  satisfaction of the RUS, either a management audit or a cost audit, as provided in Sections 5.4  and 5.5, respectively, of the NMBA.  If the RUS requests in writing, the Borrower shall appoint  the United States Department of Agriculture and the employees and representatives thereof as its  duly authorized representative for the purpose of conducting any such management audit or cost  audit, whether or not such audit is initiated at the direction of the RUS.  





 






  46910378.5  Section 6 Rocky Mountain Lease Transaction  The Borrower will not enter into or consent to any amendments or modifications of, or  accept any waivers with respect to, any of the Rocky Mountain Operative Documents which  would adversely affect the rights or remedies of the Senior Secured Parties and Senior Creditors with respect to the “Undivided Interest,” the “Ground Interest” or the “Rocky Mountain Agreements” (as such terms are defined in the Rocky Mountain Participation Agreements) under  the Intercreditor Agreement or under the Senior Financing Agreements without the consent of  the Government (which consent may be given or withheld in the sole and absolute discretion of  the Government).  Section 7 Chattahoochee Project and Talbot Project  7.1 Insurance on Chattahoochee and Talbot Projects  The Borrower will maintain insurance against acts of terrorism on the Chattahoochee and  Talbot Projects, naming the Trustee as an additional insured and loss payee; provided, however,  at least thirty (30) days prior to the initial date of such policy of insurance or any renewal date  thereof, the Borrower will provide RUS a quote for such insurance against acts of terrorism, and  RUS may waive the requirement for such insurance if RUS determines the cost of such insurance  is unreasonable.  7.2 Fuel Supply Plan  Upon reasonable written request of RUS, the Borrower will provide to RUS its then  current fuel supply plan for the Chattahoochee and Talbot Projects.  7.3 Maintenance of Warranties  The Borrower shall undertake all maintenance and other activities with respect to the  Chattahoochee and Talbot Projects as necessary to keep in full force and effect all  manufacturer’s warranties applicable to the Chattahoochee and Talbot Projects.  7.4 Engineer’s Certification  The Borrower agrees that upon reasonable written request of RUS, which request shall be  made no more frequently than once every two years, the Borrower will supply promptly to RUS a certification (the “Engineer’s Certification”), in form satisfactory to RUS, prepared by a  professional engineer, who shall be satisfactory to RUS, as to the condition of the Chattahoochee  and Talbot Projects.  In the event such Engineer’s Certification identifies any defects with  respect to the Chattahoochee and Talbot Projects, the Borrower will undertake such remedial  action to correct such defects as RUS may reasonably request.  





 






  46910378.5  7.5 PILOT Transactions  In the event the Borrower enters into a PILOT Transaction with respect to either of the  Chattahoochee and Talbot Projects, the Borrower agrees:  (a) That it will duly observe and perform in all material respects its obligations under  any such PILOT Transaction;  (b) That it will not transfer or convey to any third party any bond or other evidence of  indebtedness it may purchase in connection with any such PILOT Transaction;  and  (c) That it will terminate, upon written request of RUS, any such PILOT Transaction  if the ad valorem tax abatement benefits achieved as a consequence of such  PILOT Transaction are no longer being realized in any material part.  Section 8 Information Relating to Vogtle Units 3 & 4  Until RUS notifies the Borrower that such information is no longer required, the  Borrower shall provide to RUS the following:    (a) Financial and Operating Report (RUS Form 12a) on a monthly basis; and  (b) Within thirty (30) days following the occurrence thereof, written notice of any material adverse change in the Borrower’s budgeted costs relating to the  construction of Vogtle Units 3 & 4 or any material delay in the construction  schedule for Vogtle Units 3 & 4.   Until the earliest to occur of the date on which either (1) Vogtle Units 3 &4 have reached  commercial operation or (2) RUS notifies the Borrower that such information is no longer  required, the Borrower shall provide to RUS the following:    (a) Promptly upon the Borrower’s filing the same with the United States Securities and Exchange Commission, a copy of each of the Borrower’s Quarterly Reports  on Form 10-Q;  (b) Promptly upon the Borrower’s filing the same with the United States Securities and Exchange Commission, a copy of each of the Borrower’s Quarterly Investor  Updates on Form 8-K; and  (c) Promptly following the end of each fiscal quarter of the Borrower, a project cost  summary setting forth a summary of the Borrower’s budgeted and actual life-to- date costs with respect to Vogtle Units 3 & 4 as of the end of such fiscal quarter.  Section 9 Waiver  Any of the requirements contained in this Schedule 4 may be waived by the RUS upon  written notice provided to the Borrower; provided, however, that such waiver may be rescinded  





 






  46910378.5  by the RUS, in the sole discretion of the RUS, upon written notice of such rescission provided to  the Borrower.  In the event written notice is provided to the Borrower that a waiver has been  rescinded, then the requirements to which the notice relates shall be fully binding upon and  enforceable against the Borrower 30 days after such notice is received by the Borrower, and such  rescission shall not affect any action taken pursuant to any such waiver during the period of its  effectiveness.  





 






  46910378.5  SCHEDULE 5  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America   LITIGATION  None.      





 






  46910378.5  SCHEDULE 6  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America   CERTAIN INVESTMENTS  1. The Borrower’s existing Investment in the National Renewables Cooperative  Organization, and any future Investments in respect of the National Renewables  Cooperative Organization in the form of appreciation or patronage allocations.   2. The Borrower’s existing Investment in ACES Power Marketing, and any future  Investments in respect of ACES Power Marketing in the form of appreciation or  patronage allocations.    3. The Borrower’s existing Investment in the form of loans or advances to, or guaranties  with respect to the obligations of, Georgia System Operations Corporation.       





 






  46910378.5  EXHIBIT A  to the Twelfth Amended and Restated Loan Contract,   dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and the United States of America  EQUAL OPPORTUNITY CONTRACT PROVISIONS  During the performance of this contract, the contractor agrees as follows:  (a) The contractor shall not discriminate against any employee or applicant for  employment because of race, color, religion, sex or national origin.  The contractor shall take  affirmative action to ensure that applicants are employed, and that employees are treated during  employment without regard to their race, color, religion, sex or national origin.  Such action shall  include, but not be limited to the following: employment, upgrading, demotion or transfer,  recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of  compensation; and selection for training, including apprenticeship.  The contractor agrees to post  in conspicuous places, available to employees and applicants for employment, notices to be  provided setting forth the provisions of this nondiscrimination clause.  (b) The contractor shall, in all solicitations or advertisements for employees placed by  or on behalf of the contractor, state that all qualified applicants shall receive consideration for  employment without regard to race, color, religion, sex or national origin.  (c) The contractor shall send to each labor union or representative of workers with  which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representative of the contractor’s  commitments under this section, and shall post copies of the notice in conspicuous places  available to employees and applicants for employment.  (d) The contractor shall comply with all provisions of Executive Order 11246 of  September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor.  (e) The contractor shall furnish all information and reports required by Executive  Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of  Labor, or pursuant thereto, and shall permit access to his books, records and accounts by the  administering agency and the Secretary of Labor for purposes of investigation to ascertain  compliance with such rules, regulations and orders.  (f) In the event of the contractor’s noncompliance with the non-discrimination  clauses of this contract or with any of the said rules, regulations or orders, this contract may be  canceled, terminated or suspended in whole or in part and the contractor may be declared  ineligible for further Government contracts or federally assisted construction contracts in  accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and  such other sanctions may be imposed and remedies invoked as provided in said Executive Order  or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.  





 






  46910378.5  (g) The contractor shall include the provisions of paragraphs (a) through (g) in every  subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of  Labor issued pursuant to section 204 of Executive Order 11246, dated September 24, 1965, so  that such provisions shall be binding upon each subcontractor or vendor.  The contractor shall  take such action with respect to any subcontract or purchase order as the administering agency  may direct as a means of enforcing such provisions, including sanctions for noncompliance.   Provided, however, that in the event a contractor becomes involved in, or is threatened with,  litigation with a subcontractor or vendor as a result of such direction by the agency, the  contractor may request the United States to enter into such litigation to protect the interests of the  United States.    





 






  46910378.5  EXHIBIT B  to the Twelfth Amended and Restated Loan Contract,  dated as of October 18, 2022, between Oglethorpe Power Corporation  (An Electric Membership Corporation)  and United States of America  DESCRIPTION OF RATING AGENCY SERVICES  (a) Credit evaluation and assignment of Credit Rating;  (b) Ongoing evaluation of Borrower’s Credit Rating;  (c) Presentation by senior Rating Agency analysts on Borrower’s Credit Rating to the  RUS, if requested by the RUS; and  (d) Furnish to the RUS copies of any written reports to Borrower (to be provided by  the Borrower pursuant to Section 5.10 or upon the request of the RUS).