Exhibit 4.7.1(gg)  


Upon recording, return to:

Ms. Shawne M. Keenan

Sutherland Asbill & Brennan LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309-3996  


PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,

COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR  



	

	





OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),

GRANTOR, 


to 


SUNTRUST
BANK,

TRUSTEE 


THIRTY-SECOND SUPPLEMENTAL

INDENTURE  


Relating
to the

Series 2005 (Monroe) Note 


Dated
as of November 1, 2005 


FIRST
MORTGAGE OBLIGATIONS 









 

        THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2005, is between OGLETHORPE POWER
CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an
electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (hereinafter called the "Company"), and SUNTRUST
BANK, formerly known as SunTrust Bank, Atlanta, a banking corporation organized and existing under the laws of the State of Georgia, as Trustee (in such capacity, the
"Trustee"). 


        WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (hereinafter
called the "Original Indenture") for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under
the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture); 


        WHEREAS, the Company has heretofore executed and delivered to the Trustee thirty- one Supplemental Indentures, and the Original Indenture
and the thirty-one Supplemental Indentures have been recorded as set forth on Schedule 1; 


        WHEREAS, the Development Authority of Monroe County (the "Monroe Authority") issued $143,710,000 in aggregate principal amount of
Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A (the "Series 1992A Bonds"), of which $8,465,000 in
aggregate principal amount matures on January 1, 2006 (the "Series 1992A Maturities"); 


        WHEREAS, the Monroe Authority loaned the proceeds from the sale of the Series 1992A Bonds to the Company, with such loan being
evidenced by that certain Series 1992A Note, dated as of October 1, 1992 (the "Series 1992A Note"), from the Company to SunTrust Bank, formerly known as Trust Company Bank, as
trustee (in such capacity, the "Series 1992A Trustee"), as assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of October 1, 1992 (the
"Series 1992A Indenture"), between the Monroe Authority and the Series 1992A Trustee; 


        WHEREAS, the Monroe Authority has agreed to issue $8,465,000 in aggregate principal amount of Development Authority of Monroe County
Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2005 (the "Series 2005 Monroe Bonds"), the proceeds from the sale of which are to be loaned to the
Company pursuant to that certain Loan Agreement, dated as of November 1, 2005 (the "Series 2005 Monroe Loan Agreement"), between the Monroe Authority and the Company to refund the
Series 1992A Maturities and to make the related payments due on the Series 1992A Note; 


        WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2005 Monroe Bonds is evidenced by that certain
Series 2005 (Monroe) Note, dated the date of its authentication, from the Company to SunTrust Bank, as trustee (in such capacity, the "Series 2005 Monroe Trustee"), as assignee and
pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of November 1, 2005 (the "Series 2005 Monroe Indenture"), between the Monroe Authority and the
Series 2005 Monroe Trustee; 


        WHEREAS, the Company desires to execute and deliver this Thirty-Second Supplemental Indenture, in accordance with the provisions of the
Original Indenture, for the purpose of (i) conveying and confirming unto the Trustee the property more particularly described on  Exhibit A, and (ii) providing for the creation and
designation of that certain Series 2005 (Monroe) Note, dated the date of its
authentication (the "Series 2005 (Monroe) Note"), from the Company to the Series 2005 Monroe Trustee, as assignee and pledgee of the Monroe Authority pursuant to the Series 2005
Monroe Indenture, as an Additional Obligation and specifying the form and provisions thereof (the Original 


2







 



Indenture,
as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"); 


        WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations, the
Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including
to better assure, convey and confirm unto the Trustee any property subjected to the lien of the Indenture and to create additional series of Obligations under the Indenture and to make provisions for
such additional series of Obligations; and 


        WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under
the Indenture the payment of the principal of (and premium, if any) and interest on the Series 2005 (Monroe) Note, to make the Series 2005 (Monroe) Note to be issued hereunder, when
executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligation of the Company, and to constitute the Indenture a valid and binding lien
for the security of the Series 2005 (Monroe) Note, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-Second Supplemental Indenture has been
in all respects duly authorized by the Company; 


        NOW, THEREFORE, THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any)
and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2005 (Monroe) Note, to confirm the lien of the Indenture upon the Trust Estate,
including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein
contained, to declare the terms and conditions on which the Series 2005 (Monroe) Note is secured, and in consideration of the premises thereof and hereof, the Company by these presents does
grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created
thereby and hereby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the
character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the
Original Indenture, including, without limitation, all property described in Exhibit A attached hereto, subject to all exceptions, reservations
and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Original Indenture subject in all cases to Sections
5.2 and 11.2 B of the Original Indenture and to the rights of the
Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of
the character specifically excepted as "Excepted Property" or "Excludable Property" in the Original Indenture to the extent contemplated thereby. 


        PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee
appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially
all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of "Excepted Property" in the Original Indenture then owned or thereafter acquired by
the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of "Excepted Property" in the Original Indenture (excluding the
property described in Section 2 of Exhibit B in the Original Indenture), upon demand of the Trustee or such other trustee or receiver,
become subject to the lien of the Indenture to the extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take
possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the 


3







 



Company,
such Excepted Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture. 


        The
Company may, however, pursuant to the Granting Clause Third of the Original Indenture, subject to the lien of the Indenture any Excepted Property or Excludable Property, whereupon
the same shall cease to be Excepted Property or Excludable Property. 



        TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise)
granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to
be, together with all the tenements, hereditaments and appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or
required to be deposited with the Trustee (other than any such cash which is specifically stated in the Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the
Trustee, and its successors and assigns in the trust herein created by the Indenture, forever. 



        SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original
Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and
(b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition
thereof. 


        BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of
all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their
terms. 


        UPON CONDITION that, until the happening of an Event of Default and subject to the provisions of Article V of the Original
Indenture, and not in limitation of the rights elsewhere provided in the Original Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be
permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the
Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues,
profits, revenues and other income, products and proceeds of the Trust Estate. 


        THE INDENTURE, INCLUDING THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE, is intended to operate and is to be construed as a deed passing title
to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the
Outstanding Secured Obligations. Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company
perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered. 


        AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2005 (Monroe) Note is to be authenticated and delivered and the Trust
Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Indenture, and the Company does 


4








 



hereby
covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Outstanding Secured Obligations, as follows: 


ARTICLE I  


 THE SERIES 2005 (MONROE) NOTE AND

CERTAIN PROVISIONS RELATING THERETO  


Section 1.1    Authorization and Terms of the Series 2005 (Monroe) Note.  



        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2005 (Monroe) Note"
(hereinafter referred to as the "Series 2005 (Monroe) Note"), the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and
Section 1.2 hereof. The aggregate principal amount of the Series 2005 (Monroe) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $8,465,000. 


        The
Series 2005 (Monroe) Note shall be dated the date of its authentication. The Series 2005 (Monroe) Note shall mature on January 1, 2040 and shall bear interest
from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 hereof. The Series 2005
(Monroe) Note shall be authenticated and delivered to, and made payable to, SunTrust Bank, as trustee, in its capacity as the Series 2005 Monroe Trustee. 


        All
payments made on the Series 2005 (Monroe) Note shall be made to the Series 2005 Monroe Trustee at its principal office in Atlanta, Georgia in lawful money of the United
States of America which will be immediately available on the date payment is due. 


Section 1.2    Form of the Series 2005 (Monroe) Note.  



        The Series 2005 (Monroe) Note and the Trustee's certificate of authentication for the Series 2005 (Monroe) Note shall be substantially in the form
of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the
Original Indenture. 


ARTICLE II  


 MISCELLANEOUS  


Section 2.1    This Thirty-Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed.
Except to the extent inconsistent with the express terms hereof, all of the provisions, terms, covenants and conditions of the Indenture shall be applicable to the Series 2005 (Monroe) Note to
the same extent as if specifically set forth herein. All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other
provisions as they may be amended or modified from time to time pursuant to the Indenture. All capitalized terms used in this Thirty-Second Supplemental Indenture shall have the same meanings assigned
to them in the Original Indenture, except in cases where the context clearly indicates otherwise. 


Section 2.2    All recitals in this Thirty-Second Supplemental Indenture are made by the Company only and not by the Trustee; and all
of the provisions contained in the Original Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like
effect as if set forth herein in full. 


5







 



Section 2.3    Whenever in this Thirty-Second Supplemental Indenture any of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles IX and XI of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Thirty-Second
Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not. 


Section 2.4    Nothing in this Thirty-Second Supplemental Indenture, expressed or implied, is intended, or shall be construed, to
confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the Holders of the Outstanding Secured Obligations, any right, remedy or claim under or by reason of this
Thirty-Second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this
Thirty-Second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations. 


Section 2.5    This Thirty-Second Supplemental Indenture may be executed in several counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same
instrument. 


Section 2.6    To the extent permitted by applicable law, this Thirty-Second Supplemental Indenture shall be deemed to be a Security
Agreement and Financing Statement whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is personal property or fixtures under the Uniform Commercial Code, as
adopted or hereafter adopted in one or more of the states in which any part of the properties of the Company are situated. The mailing address of the Company, as debtor is: 




2100
East Exchange Place

P. O. Box 1349

Tucker, Georgia 30085-1349, 





and
the mailing address of the Trustee, as secured party, is: 




SunTrust
Bank

Corporate Trust Department

Mail Code 008

25 Park Place, 24th Floor

Atlanta, Georgia 30303-2900. 




[Signatures
on Next Page] 


6










        IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Second Supplemental Indenture to be duly executed under seal as of the day
and year first written above. 



	Company:	 	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia
	

 	
 	

By:	
 	

/s/  THOMAS A. SMITH      
 Thomas A. Smith

President and Chief Executive Officer
	

Signed, sealed and delivered

by the Company in the presence of:	
 	

Attest:	
 	

/s/  PATRICIA N. NASH      
 Patricia N. Nash

Secretary
	

/s/  CINDY A. UPCHURCH      
	
 	

 	
 	

[CORPORATE SEAL]
	Witness	 	 	 	 
	

/s/  THOMAS J. BRENDIAR      
	
 	

 	
 	

 
	Notary Public	 	 	 	 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires: January 27, 2009	
 	

 	
 	

 




[Signatures
Continued on Next Page] 







[Signatures
Continued from Previous Page] 



	Trustee:	 	SUNTRUST BANK, a banking corporation organized and existing under the laws of the State of Georgia
	

 	
 	

By:	
 	

/s/  GEORGE HOGAN      
 Authorized Officer
	Signed, sealed and delivered

by the Trustee in the Presence of:	 	 	 	 
	

/s/  SYRA ARZU      
 Witness	
 	

By:	
 	

/s/  JACK ELLERIN      
 Authorized Officer
	

/s/  TIM SPEAKMAN      
 Notary Public	
 	

 	
 	

 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires: January 12, 2008	
 	

 	
 	

 










   Exhibit A  


        All right, title and interest of the Company in and to the electric generating plants and facilities and electric transmission and distribution lines and
facilities now owned by the Mortgagor and located in the Counties of Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Heard, Jackson, Monroe, Talbot, and Toombs, State of Georgia, or
hereafter constructed or acquired by the Company, wherever located, and in and to all extensions and improvements thereof and additions thereto, including all substations, service and connecting lines
(both overhead and underground), poles, towers, posts, cross arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators, meters, electrical connections, lamps, fuses, junction boxes,
fixtures, appliances, generators, dynamos, water turbines, water wheels, boilers, steam turbines, motors, switch boards, switch racks, pipe lines, machinery, tools, supplies, switching and other
equipment, and any and all other property of every nature and description, used or acquired for use by the Company in connection therewith and including, without limitation, the following described
property, to-wit: 


	1.
	PARCEL NO. 98-2A



        A
30% undivided interest in All that tract or parcel of land situate, lying and being in Land Lot 171 of the 5th District of Monroe County, Georgia, and being more
particularly described as follows: TO ESTABLISH THE POINT OF BEGINNING, commence on the Southeasterly line of the 200-foot right-of-way of the Norfolk-Southern
Railroad at its intersection with the dividing line between lands now or formerly of James Wade Williams, Jr., and lands of Georgia Power Company, said point of intersection being marked by a
15/8-inch open top pipe found; extending thence South 22° 10' 59" East along the dividing line between lands now or formerly of James Wade Williams, Jr., and
lands of Georgia Power Company a distance of 116.54 feet to a point marked by a 1/2 inch rebar found, said point being a corner common to lands now or formerly of James Wade Williams,
Jr., and lands of Suree W. Bryson, and also being the POINT OF BEGINNING; thence from said POINT OF BEGINNING North 76° 14' 15" East along the dividing line between lands now or formerly
of James Wade Williams, Jr., and lands of Suree W. Bryson a distance of 80.07 feet to a point; thence in a general Southwesterly direction along a curve to the left, having a radius of 1176.85 feet
and an arc distance of 108.53 feet, with a chord bearing and distance of South 24° 42' 27" West 108.49 feet to a point on the dividing line between lands of Georgia Power Company and lands
of Suree W. Bryson; thence North 22° 10' 59" West along said dividing line a distance of 85.87 feet to the POINT OF BEGINNING, said tract containing 0.076 acre, more or less. 



        The
above described tract of land is more particularly shown on plat prepared for Georgia Power Company by Metro Engineering and Surveying Co., Inc., Chester M. Smith, Jr.,
Georgia Registered Land Surveyor No. 1445, entitled Plant Scherer Additional Property, and designated Drawing Number "H-721-4", on file in the offices of Georgia Power
Company and recorded in Plat Book 25, Page 204, in the Office of the Clerk of Superior Court, Monroe County, Georgia. Said plat, by reference thereto, is made a part hereof. 


	2.
	Parcel No. 98-2W




        A
30% undivided interest in All that tract or parcel of land situate, lying and being in Land Lots 171 and 178 of the 5thDistrict of Monroe County, Georgia, and being more
particularly described as follows: BEGINNING on the Southwesterly right-of-way line of U.S. Highway #23 (State Route #87) at its intersection with the Southeasterly
right-of-way line of the Norfolk-Southern Railroad, said point of intersection being marked by a 2-inch open top pipe found; thence from said POINT OF BEGINNING
South 26° 34' 21" East along said Southwesterly right-of-way line of U.S. Highway #23 (State Route #87) a distance of 103.19 feet to a point; thence South
45° 20' 09" West a distance of 159.59 feet to a point; thence in a general Southwesterly direction along a curve to the right, having a radius of 1627.15 feet and an arc distance of 420.14
feet, with a chord bearing and distance of South 55° 17' 34" West 418.98 feet to a point on the dividing line between lands now or formerly of James Wade Williams, Jr., and lands of Mike
Taylor; thence North 36° 39' 10" West along said dividing line a distance of 151.05 feet to its intersection with the Southeasterly right-of-way line of the
Norfolk- 


A-1







 



Southern
Railroad, said point of intersection being marked by a 2-inch open top pipe found; thence in a general Northeasterly direction along said railroad
right-of-way along a curve to the left, having a radius of 1478.20 feet and an arc distance of 241.67 feet, with a chord bearing and distance of North 59° 04' 09"
East 241.40 feet to a point; continuing thence South 35° 36' 51" East along said railroad right-of-way a distance of 50.00 feet to a point; continuing thence in a
general Northeasterly direction along said railroad right-of-way along a curve to the left, having a radius of 1528.20 feet and an arc distance of 168.29 feet, with a chord
bearing and distance of North 51° 13' 09" East 168.20 feet to a point; continuing thence North 45° 20' 09" East along said railroad right-of-way a
distance of 189.30 feet to the POINT OF BEGINNING, said tract containing 1.612 acres, more or less. 


        The
above described tract of land is more particularly shown on plat prepared for Georgia Power Company by Metro Engineering and Surveying Co., Inc., Chester M. Smith, Jr.,
Georgia Registered Land Surveyor No. 1445, entitled Plant Scherer Additional Property, and designated Drawing Number "H-721-15", on file in the offices of Georgia Power
Company and
recorded in Plat Book 25, Page 203, in the Office of the Clerk of Superior Court, Monroe County, Georgia. Said plat, by reference thereto, is made a part hereof. 


	3.
	Parcel No. 98-2Z



        A
30% undivided interest in All that tract or parcel of land situate, lying and being in Land Lots 171 and 178 of the 5thDistrict of Monroe County, Georgia, and being more
particularly described as follows: BEGINNING on the Southeasterly line of the 200-foot right-of-way of Norfolk-Southern Railroad at a 2-inch
open-top pipe found marking a corner common to lands now or formerly of Mike Taylor and lands of James Wade Williams, Jr.; thence from said POINT OF BEGINNING South 36° 39' 10"
East along the dividing line between lands now or formerly of Mike Taylor and lands of James Wade Williams, Jr., a distance of 289.25 feet to a 2-inch open-top pipe found;
continuing thence South 72° 39' 00" East along said dividing line a distance of 224.34 feet to a 2-inch open-top pipe found; continuing thence South 18°
14' 23" East along said dividing line a distance of 261.04 feet to a 2-inch pipe with cap found, marking a corner common to lands now or formerly of Suree W. Bryson and lands of James Wade
Williams, Jr.; thence South 76° 14' 15" West along the dividing line between lands now or formerly of Suree W. Bryson and lands of James Wade Williams, Jr., a distance of 1772.49 feet to a
1/2-inch rebar found on the Northeasterly property line of lands now or formerly of Georgia Power Company; thence North 22° 10' 59" West along the dividing line
between lands now or formerly of Georgia Power Company and lands of James Wade Williams, Jr., a distance of 116.54 feet to a 5/8-inch open-top pipe found on the
Southeasterly line of the 200-foot right-of-way of Norfolk-Southern Railroad; thence in a general Northeasterly direction along said Southeasterly
right-of-way line along a curve to the right, having a radius of 1325.80 feet and an arc distance of 819.38 feet, with a chord bearing and distance of North 46° 11'
24" East 806.40 feet to a point; continuing thence in a general Northeasterly direction along said Southeasterly right-of-way line, the following courses and distances: North
66° 35' 09" East 192.90 feet to a point; North 67° 54' 09" East 377.10 feet to a point; and North 66° 02' 17" East 206.55 feet to the POINT OF BEGINNING, said tract
containing 18.83 acres, more or less. 


        The
above described tract of land is more particularly shown on plat prepared for Georgia Power Company by Metro Engineering and Surveying Co., Inc., Chester M. Smith, Jr.,
Georgia Registered Land Surveyor No. 1445, entitled Plant Scherer Additional Property, and designated Drawing Number "H-721-5", on file in the offices of Georgia Power
Company and recorded in Plat Book 25, Page 193, in the Office of the Clerk of Superior Court, Monroe County, Georgia. Said plat, by reference thereto, is made a part hereof. 


        TOGETHER
WITH the easement rights arising under that certain Easement from Luther F. Weaver and Flora W. Weaver to James Wade Williams, Jr., dated October 4, 1996, filed for
record October 4, 1996, at 2:38 p.m., recorded in Deed Book 504, Page 97, Records of Monroe County, Georgia, and the
easement rights arising under that certain Easement from Suree W. Bryson to James Wade Williams, Jr., dated November 5, 1997, filed for record November 5, 1997, at 11:42 a.m.,
recorded in Deed Book 540, Page 95, aforesaid Records. 


A-2








   Exhibit B  


[Form of Series 2005 (Monroe) Note]


THIS
NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF NOVEMBER 1, 2005, BETWEEN THE DEVELOPMENT
AUTHORITY OF MONROE COUNTY AND SUNTRUST BANK, AS TRUSTEE. 


OGLETHORPE
POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION) 


SERIES
2005 (MONROE) NOTE            DATE: November 22, 2005 


(SCHERER
PROJECT) 


        OGLETHORPE
POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for
value received and in consideration of the agreement of the Development Authority of Monroe County (the "Monroe Authority") to issue $8,465,000 in aggregate principal amount of Development Authority
of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2005 (the "Series 2005 Monroe Bonds"), hereby promises to pay to SunTrust Bank
(the "Series 2005 Monroe Trustee"), as assignee and pledgee of the Monroe Authority, acting pursuant to the Trust Indenture, dated as of November 1, 2005, from the Monroe Authority to
the Series 2005 Monroe Trustee (the "Series 2005 Indenture"), or its successor in trust, the principal sum of $8,465,000, together with interest and prepayment premium (if any) thereon
as follows: 


        (a)   on
or before each Interest Payment Date (as defined in the Series 2005 Indenture), a sum which will equal the interest on the Series 2005 Monroe Bonds
which will become due on such Interest Payment Date on the Series 2005 Monroe Bonds; and 


        (b)   on
or before January 1, 2040, a sum which will equal the principal amount of the Series 2005 Monroe Bonds which will become due on January 1, 2040;
and 


        (c)   on
or before any redemption date for the Series 2005 Monroe Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the
Series 2005 Monroe Bonds which are to be redeemed on such date. 



        This
Series 2005 (Monroe) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Monroe Authority to Oglethorpe and the obligation to repay the same
and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated November 1, 2005 (the "Agreement"), between the Monroe
Authority and Oglethorpe, pursuant to which the Monroe Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2005 Monroe Bonds. 


        This
Series 2005 (Monroe) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the
"Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-First Supplemental Indenture, dated as of November 1, 2005, and the Thirty-Second Supplemental Indenture,
dated as of November 1, 2005, between Oglethorpe, as grantor, and SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original
Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and
extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2005 (Monroe) Note
and of the terms upon which this Series 2005 


B-1







 



(Monroe)
Note is authenticated and delivered. This Series 2005 (Monroe) Note is created by the Thirty-Second Supplemental Indenture and designated as the "Series 2005 (Monroe) Note." 


        All
payments hereon are to be made to the Series 2005 Monroe Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be
immediately available
on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional. 



        Oglethorpe
shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement. 


        This
Series 2005 (Monroe) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement. 


        If
the Series 2005 Monroe Trustee shall accelerate payment of the Series 2005 Monroe Bonds, all payments on this Series 2005 (Monroe) Note shall be declared due and
payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2005 Monroe
Trustee. 


        No
recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or
future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable
proceedings or otherwise. 


        This
Series 2005 (Monroe) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall
have signed the form of authentication certificate endorsed hereon. 


        This
Series 2005 (Monroe) Note shall be governed by and construed in accordance with the laws of the State of Georgia. 


B-2







 

        IN WITNESS WHEREOF, Oglethorpe has caused this Series 2005 (Monroe) Note to be executed in its corporate name by its President and
Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed. 



	 	 	OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION)
	
 	
 	

By:	
 	

    
 Thomas A. Smith

President and Chief Executive Officer
	

(SEAL)	
 	

 	
 	

 
	

Attest:	
 	

 	
 	

 
	

    
 Patricia N. Nash

Secretary	
 	

 	
 	

 




B-3







 
TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture. 



	 	 	SUNTRUST BANK, as Trustee
	
 	
 	

By:	
 	

    
 Authorized Signatory




B-4








Schedule 1  


RECORDING
INFORMATION

FOR

                        COUNTY, GEORGIA 



	DOCUMENT
 
	 	RECORDING

INFORMATION
	 	DATE OF

RECORDING

	Indenture	 	 	 	 
	First Supplemental Indenture	 	 	 	 
	Second Supplemental Indenture	 	 	 	 
	Third Supplemental Indenture	 	 	 	 
	Fourth Supplemental Indenture	 	 	 	 
	Fifth Supplemental Indenture	 	 	 	 
	Sixth Supplemental Indenture	 	 	 	 
	Seventh Supplemental Indenture	 	 	 	 
	Eighth Supplemental Indenture	 	 	 	 
	Ninth Supplemental Indenture	 	 	 	 
	Tenth Supplemental Indenture	 	 	 	 
	Eleventh Supplemental Indenture	 	 	 	 
	Twelfth Supplemental Indenture	 	 	 	 
	Thirteenth Supplemental Indenture	 	 	 	 
	Fourteenth Supplemental Indenture	 	 	 	 
	Fifteenth Supplemental Indenture	 	 	 	 
	Sixteenth Supplemental Indenture	 	 	 	 
	Seventeenth Supplemental Indenture	 	 	 	 
	Eighteenth Supplemental Indenture	 	 	 	 
	Nineteenth Supplemental Indenture	 	 	 	 
	Twentieth Supplemental Indenture	 	 	 	 
	Twenty-First Supplemental Indenture	 	 	 	 
	Twenty-Second Supplemental Indenture	 	 	 	 
	Twenty-Third Supplemental Indenture	 	 	 	 
	Twenty-Fourth Supplemental Indenture	 	 	 	 
	Twenty-Fifth Supplemental Indenture	 	 	 	 
	Twenty-Sixth Supplemental Indenture	 	 	 	 
	Twenty-Seventh Supplemental Indenture	 	 	 	 
	Twenty-Eighth Supplemental Indenture	 	 	 	 
	Twenty-Ninth Supplemental Indenture	 	 	 	 
	Thirtieth Supplemental Indenture	 	 	 	 
	Thirty-First Supplemental Indenture	 	Filed simultaneously with

Thirty-Second Supplemental Indenture