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EXHIBIT 4.7.1(oo)  


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 


U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE 


FORTIETH SUPPLEMENTAL

INDENTURE  


Relating to the

Oglethorpe Power Corporation First Mortgage Bonds, Series 2007 


Dated
as of October 1, 2007 


FIRST MORTGAGE OBLIGATIONS 







NOTE TO THE CLERK OF THE SUPERIOR COURT AND TAX COMMISSIONER: BECAUSE THIS INSTRUMENT SECURES BONDS AND NOT A LONG TERM NOTE, THIS
INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO GEORGIA ADMINISTRATIVE CODE §560-11-8-.14(d).










        THIS FORTIETH SUPPLEMENTAL INDENTURE, dated as of October 1, 2007, 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 U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as successor to SunTrust Bank, Atlanta, as Trustee (in such capacity, the "Trustee"). 


        WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (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; 


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


        WHEREAS, the Board of Directors of the Company has established a new series of Additional Obligations to be designated the First Mortgage
Bonds, Series 2007, due January 1, 2031 in the principal amount of Five Hundred Million Dollars ($500,000,000) (the "Series 2007 Bonds") and the Company has complied or will
comply with all provisions required to issue Additional Obligations provided for in the Original Indenture; 



        WHEREAS, the Company desires to execute and deliver this Fortieth Supplemental Indenture, in accordance with the provisions of the
Original Indenture, for the purpose of providing for the creation and designation of the Series 2007 Bonds as Additional Obligations and specifying the form and provisions thereof (the Original
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 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 2007 Bonds, to make the Series 2007 Bonds 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 2007 Bonds, in accordance with its terms, have been done and taken; and the execution and delivery of this Fortieth Supplemental Indenture has been
in all respects duly authorized by the Company; 


        NOW, THEREFORE, THIS FORTIETH 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 2007 Bonds, 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 2007 Bonds are 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,
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 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, 


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(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 FORTIETH 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 2007 Bonds are 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 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  


 DEFINITIONS  


Section 1.1    Definitions.  


        All words and phrases defined in Article I of the Original Indenture shall have the same meaning in this Fortieth Supplemental Indenture, except as
otherwise appears herein, in this Article I or unless the context clearly requires otherwise. In addition, the following terms have the following meaning in this Fortieth Supplemental Indenture
unless the context clearly requires otherwise. 


        "Closing Date" means October 3, 2007. 


        "Interest Payment Date" means January 1 and July 1 of each year, commencing on January 1, 2008. 


        "Record Date" means the 15th day (whether or not a Business Day) of the calendar month immediately preceding an Interest Payment Date. 



        "Securities Depository" means The Depository Trust Company and its successors and assigns or any other securities depository selected by
the Company which agrees to follow the procedures required to be followed by such securities depository in connection with the Series 2007 Bonds. 


ARTICLE II  


 THE SERIES 2007 BONDS AND CERTAIN PROVISIONS RELATING THERETO  


Section 2.1    Terms of the Series 2007 Bonds.  



        There shall be established a series of Additional Obligations known as and entitled the "First Mortgage Bonds, Series 2007" (hereinafter referred to as the
"Series 2007 Bonds"). 


        The
aggregate principal amount of the Series 2007 Bonds which may be authenticated and delivered and Outstanding at any one time is limited to Five Hundred Million Dollars
($500,000,000). The Series 2007 Bonds shall consist of $500,000,000 principal amount of bonds, due January 1, 2031. 


        The
Series 2007 Bonds shall bear interest from their date of issuance, payable semi-annually on January 1 and July 1 of each year, commencing on
January 1, 2008, at the rate of 6.191%. The principal and the Redemption Price of, and interest on, the Series 2007 Bonds shall be paid to the Person in whose name that Obligation (or
one or more Predecessor Obligations) is registered at the 


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close
of business on the Record Date applicable to such Interest Payment Date or Redemption Date. Interest on the Series 2007 Bonds shall be computed on the basis of a 360-day year
of twelve 30-day months. The Series 2007 Bonds shall be dated the date of authentication. 



        The
Series 2007 Bonds shall be issued as fully registered global bonds without coupons and in denominations of $100,000 or any integral multiple of $1,000 in excess thereof. The
Series 2007 Bonds shall be registered in the name of Cede & Co., as nominee of the Securities Depository, pursuant to the Securities Depository's Book-Entry System. Purchases
of beneficial interests in the
Series 2007 Bonds shall be made in book-entry form, without certificates. If at any time the Book-Entry System is discontinued for the Series 2007 Bonds, the
Series 2007 Bonds shall be exchangeable for other fully registered certificated Series 2007 Bonds of like tenor and of an equal aggregate principal amount, in authorized denominations.
The Trustee may impose a charge sufficient to reimburse the Company or the Trustee for any tax, fee or other governmental charge required to be paid with respect to such exchange or any transfer of a
Series 2007 Bond. The cost, if any, of preparing each new Series 2007 Bond issued upon such exchange or transfer, and any other expenses of the Company or the Trustee incurred in
connection therewith, shall be paid by the person requesting such exchange or transfer. 


        Interest
on the Series 2007 Bonds shall be payable by check mailed to the registered owners thereof. However, interest on the Series 2007 Bonds shall be paid to any owner
of $1,000,000 or more in aggregate principal amount of the Series 2007 Bonds by wire transfer to a wire transfer address within the continental United States upon the written request of such
owner received by the Trustee not less than five days prior to the Record Date. As long as the Series 2007 Bonds are registered in the name of Cede & Co., as nominee of the Securities
Depository, such payments shall be made directly to the Securities Depository. 


Section 2.2    Sinking Fund Redemption.  


        (a)   The
Series 2007 Bonds will be redeemed, on a pro rata basis, in multiples of $100,000, through the operation of a mandatory sinking fund, commencing on
January 1, 2024, and continuing on January 1 in each year afterwards to, and including, January 1, 2030, upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Series 2007 Bonds being redeemed at the Holder's registered address, except as otherwise required by the procedures of the Securities Depository. The sinking fund redemption price
will be equal to 100% of the principal amount of the Series 2007 Bonds being redeemed plus accrued interest to the Redemption Date, including interest due on an Interest Payment Date that is
on, or prior to, the Redemption Date. The principal amount of the Series 2007 Bonds being redeemed and the Redemption Dates, as well as the principal amount payable on the maturity date, are
set forth below. 



	Date
 
	 	Amount

	January 1, 2024	 	$	62,500,000
	January 1, 2025	 	$	62,500,000
	January 1, 2026	 	$	62,500,000
	January 1, 2027	 	$	62,500,000
	January 1, 2028	 	$	62,500,000
	January 1, 2029	 	$	62,500,000
	January 1, 2030	 	$	62,500,000
	January 1, 2031(1)	 	$	62,500,000









	(1)
	The
final maturity date of the Series 2007 Bonds. 





        (b)   The
Series 2007 Bonds that the Company acquires and surrenders for cancellation or redemption (other than by means of sinking fund redemptions) will be credited
against future sinking 


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fund
payments for such Series 2007 Bonds and the principal payment to be made on the maturity date of such Series 2007 Bonds, in proportion to the respective amounts of those sinking
fund and principal payments, subject to authorized denominations. 


Section 2.3    Make Whole Redemption.  


        (a)   The
Company may redeem the Series 2007 Bonds, in whole or in part, on any date prior to their maturity, at its option. The Company must give at least
30 days, but not more than 60 days, prior notice of redemption mailed to the registered address of each Holder of Series 2007 Bonds being redeemed except as otherwise required by
the procedures of the Securities Depository. The Redemption Price for the Series 2007 Bonds will be equal to the greater of: 



	•
	100%
of the principal amount of the Series 2007 Bonds being redeemed plus interest accrued through the Redemption Date; and



	•
	the
sum of the present values of the remaining principal and interest payments on the Series 2007 Bonds being redeemed, discounted on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (1) the yield to maturity of the U.S. Treasury security having a life equal to
the remaining average life of the maturity of Series 2007 Bonds being redeemed and trading in the secondary market at the price closest to par, and (2) 20 basis points. 




        (b)   If
there is no U.S. Treasury security having a life equal to the remaining average life of the Series 2007 Bonds being redeemed, the discount rate will be
calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury
securities having lives most closely corresponding to the remaining average life of the Series 2007 Bonds being redeemed and trading in the secondary market at the price closest to par. 



        (c)   If
less than all of the Outstanding Series 2007 Bonds are to be redeemed, the Series 2007 Bonds to be redeemed will be selected by the Trustee in any
method it deems fair and appropriate and the portion of the Series 2007 Bonds not so redeemed will be in multiples of $100,000. 


        (d)   If
the Company gives notice of the optional redemption of the Series 2007 Bonds but the Trustee does not have enough funds on deposit to pay the full Redemption
Price of the Series 2007 Bonds to be redeemed, those Series 2007 Bonds will remain Outstanding as though no redemption notice had been given. The failure of the Trustee to have
sufficient funds to effect the redemption will not constitute a payment or other default by the Company under the Indenture and the Company will not be liable to any Holder of those Series 2007
Bonds as a result of the failed redemption. If the Trustee has enough funds on deposit to effect a redemption at the time the Company gives notice of the redemption, then the Company is obligated to
redeem the Series 2007 Bonds as provided in that notice. 


Section 2.4    Form of the Series 2007 Bonds.    The Series 2007 Bonds and the
Trustee's authentication certificate to be executed on the Series 2007 Bonds shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted in the Original Indenture. 


Section 2.5    Use of Proceeds.    The Company expects the proceeds of this offering of the
Series 2007 Bonds, net of the initial purchasers' discounts and offering expenses, including the premium to FSA (as defined below) to be $491,010,069.38. The Company will use the net proceeds
of this offering to prepay a portion of the indebtedness outstanding under the Indenture owed to the Federal Financing Bank (the "FFB") and guaranteed by the United States of America, acting by and
through the Administrator of the Rural Utilities Service, totaling approximately $454,000,000, and for other general purposes, 


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including
the payment of premiums associated with the prepayment of the FFB debt and offering expenses associated with the issuance of the Series 2007 Bonds. 


Section 2.6    Financial Security Assurance Inc. Designated Credit Enhancer.    Financial
Security Assurance Inc., a New York stock insurance company ("FSA"), or any successor thereto or assignee thereof, is hereby designated the Credit Enhancer with respect to the
Series 2007 Bonds and shall have all rights granted under the Indenture pursuant to such designation. 


Section 2.7    FSA to be Subrogated to Rights of Holders.    Notwithstanding anything herein to the
contrary, in the event that the principal or interest due on the Series 2007 Bonds shall be paid by FSA pursuant to the financial guaranty insurance policy issued by FSA guaranteeing the
scheduled payment of the principal of and interest on the Series 2007 Bonds when due, as provided therein (the "Financial Guaranty Insurance Policy"), the Series 2007 Bonds shall remain
Outstanding for all purposes of the Indenture, not be defeased or otherwise satisfied and not be considered paid by the Company, and the obligations of the Company to the Holders of Series 2007
Bonds shall continue to exist and shall run to the benefit of FSA, and FSA shall be subrogated to the rights of such Holders. 


Section 2.8    Trustee Determination of Adverse Effect.    In determining whether any amendment,
consent, waiver or other action to be taken, or any failure to take action, under the Indenture would adversely
affect the security for the Series 2007 Bonds or the rights of the Holders, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no
Financial Guaranty Insurance Policy. 


Section 2.9    Payment Procedure Pursuant to the Financial Guaranty Insurance Policy.    If the
Financial Guaranty Insurance Policy shall be in full force and effect: 


        (a)   On
the later of the day on which that portion of the principal of and interest on the Bonds that is Due for Payment (as defined below) but unpaid by reason of Nonpayment
(as defined below) by the Issuer becomes Due for Payment or the Business Day next following the Business Day on which FSA shall have received Notice (as defined below) of Nonpayment, FSA will disburse
to or for the benefit of each Owner (as defined below) of a Series 2007 Bond the face amount of principal of and interest on the Series 2007 Bond that is then Due for Payment but is then
unpaid by reason of Nonpayment by the Company, but only upon receipt by FSA, in a form reasonably satisfactory to it, of (i) evidence of the Owner's right to receive payment of the principal or
interest then Due for Payment and (ii) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that
is Due for Payment shall thereupon vest in FSA. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day;
otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by FSA is incomplete, it shall be deemed not to have been received by FSA for purposes of the
preceding sentence and FSA shall promptly so advise the Paying Agent (as defined in the Indenture) or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in
respect of a Series 2007 Bond, FSA shall become the owner of the Series 2007 Bond, any appurtenant coupon to the Series 2007 Bond or right to receipt of payment of principal of or
interest on the Series 2007 Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Series 2007 Bond, to the extent of
any payment by FSA hereunder. Payment by FSA to the Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge the obligation of FSA under the Financial Guaranty Insurance
Policy. 


        (b)   The
following terms shall have the meanings specified for all purposes of the Financial Guaranty Insurance Policy: 



        (i)    "Due
for Payment" means (x) when referring to the principal of a Series 2007 Bond, payable on the stated maturity date thereof or the date on which the
same shall have been duly 



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called
for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption),
acceleration or other advancement of maturity unless FSA shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of
acceleration and (y) when referring to interest on a Series 2007 Bond, payable on the stated date for payment of interest. 


        (ii)   "Nonpayment"
means, in respect of a Series 2007 Bond, the failure of the Company to have provided sufficient funds to the Paying Agent for payment in full of all
principal and interest that is Due for Payment on such Series 2007 Bond. "Nonpayment" shall also include, in respect of a Series 2007 Bond, any payment of principal or interest that is
Due for Payment made to an Owner by or on behalf of the Company which has been recovered from such Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a
final, nonappealable order of a court having competent jurisdiction. 


        (iii)  "Notice"
means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner or the
Paying Agent to FSA which notice shall specify the person or entity making the claim, the policy number, the claimed amount and the date such claimed amount became Due for Payment. 


        (iv)  "Owner"
means, in respect of a Series 2007 Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Series 2007 Bond
to payment thereof, except that "Owner" shall not include the Company or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. 




        (c)   In
the event the maturity of the Series 2007 Bonds has been accelerated, FSA may elect, in its sole discretion, to pay accelerated principal and interest accrued
on such principal to the date of acceleration (to the extent unpaid by the Company) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest
accrued to the acceleration date as provided above, FSA's obligations under the Financial Guaranty Insurance Policy with respect to such Series 2007 Bonds shall be fully discharged. 



        (d)   FSA
may appoint a fiscal agent (the "Insurer's Fiscal Agent") for the purposes of the Financial Guaranty Insurance Policy by giving written notice to the Paying Agent
specifying the name and notice address of Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Paying Agent, (i) copies of all notices required to be delivered to
FSA pursuant to the Financial Guaranty Insurance Policy shall be simultaneously delivered to Insurer's Fiscal Agent and to FSA and shall not be deemed received until received by both and
(ii) all payments required to be made by FSA under the Financial Guaranty Insurance Policy may be made directly by FSA or by Insurer's Fiscal Agent on behalf of FSA. Insurer's Fiscal Agent is
the agent of FSA only and Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of Insurer's Fiscal Agent or any failure of FSA to deposit or cause to be deposited sufficient
funds to make payments due under the Financial Guaranty Insurance Policy. 


        (e)   The
Trustee shall designate any portion of payment of principal on the Series 2007 Bonds paid by FSA, whether by virtue of mandatory sinking fund redemption,
maturity or other advancement of maturity, on its books as a reduction in the principal amount of the Series 2007 Bonds registered to the then current Owner, whether DTC or its nominee or
otherwise, and shall issue a replacement bond to FSA, registered in the name of Financial Security Assurance Inc., in a principal amount equal to the amount of principal so paid (without regard
to authorized denominations); provided, that the Trustee's failure to so designate any payment or issue any replacement bond shall have no effect on the amount of principal or interest payable by the
Company on any Series 2007 Bond or the subrogation rights of FSA. 


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        (f)    The
Trustee shall keep a complete and accurate record of all funds deposited by FSA into the Policy Payments Account (as defined below) and the allocation of such funds
to payment of interest on and principal of any Series 2007 Bond. FSA shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. 


        (g)   Upon
payment of a claim under the Financial Guaranty Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners
referred to herein as the "Policy Payments Account" and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Financial
Guaranty Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a
claim was made. Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and interest payments are to be made with respect to the Series 2007 Bonds under the
sections hereof regarding payment of the Series 2007 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to
pay debt service with other funds available to make such payments. 


        (h)   Funds
held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any
funds remaining in the Policy Payments Account following a Series 2007 Bond payment date shall promptly be remitted to FSA. 



        (i)    FSA
shall be entitled to pay principal or interest on the Series 2007 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
Company and any amounts due on the Series 2007 Bonds as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or not FSA has received a Notice of Nonpayment
or a claim upon the Financial Guaranty Insurance Policy. 


        (j)    U.S.
Bank National Association is hereby appointed to serve as Paying Agent with respect to the Series 2007 Bonds. 


Section 2.10    FSA as Third Party Beneficiary.    To the extent that this Fortieth Supplemental
Indenture confers upon or gives or grants to FSA any right, remedy or claim under or by reason of this Fortieth Supplemental Indenture, FSA is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder in accordance with the terms hereof. Notwithstanding any other provision to the contrary
herein, any rights, remedies or claims of FSA under or by reason of this Fortieth Supplemental Indenture shall only be applicable so long as the Financial Guaranty Insurance Policy shall be in full
force and effect and FSA shall not be in default thereunder. 


ARTICLE III  


 MISCELLANEOUS  


Section 3.1    Supplemental Indenture.    This Fortieth 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 2007 Bonds 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 Fortieth Supplemental Indenture shall have the same
meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise. 


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Section 3.2    Recitals.    All recitals in this Fortieth Supplemental Indenture are made by the
Company only and not by the Trustee; and all of the provisions contained in the Original Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth herein in full. 


Section 3.3    Successors and Assigns.    Whenever in this Fortieth 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 Fortieth 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 3.4    No Rights, Remedies, Etc.    Nothing in this Fortieth 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, FSA and the Holders of the Outstanding Secured
Obligations, any right, remedy or claim under or by reason of this Fortieth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Fortieth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, of
FSA and of the Holders of Outstanding Secured Obligations. 


Section 3.5    Counterparts.    This Fortieth 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 3.6    Security Agreement; Mailing Address.    To the extent permitted by applicable law,
this Fortieth 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

Tucker, Georgia 30084-5336 





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




U.S.
Bank National Association

Attention: Corporate Trust Services

1349 West Peachtree Street, NW

Suite 1050, Two Midtown Plaza

Atlanta, Georgia 30309 





and
the mailing address of FSA, as Credit Enhancer, is: 




Financial
Security Assurance Inc.

31 West 52nd Street

New York, New York 10019

Attention: Managing Director—Surveillance

Re: Policy No. 209202-N 




[Signatures
on Next Page] 


9










        IN WITNESS WHEREOF, the parties hereto have caused this Fortieth 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/ Michelle Hanus
	
 	

[CORPORATE SEAL]
	Witness	 	 	 	 
	

/s/ Thomas J. Brendiar
	
 	

 	
 	

 
	Notary Public	 	 	 	 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires:     1/27/09    	
 	

 	
 	

 









[Signatures
Continued from Previous Page] 



	Trustee:	 	U.S. BANK NATIONAL ASSOCIATION, a national banking association
	

Signed and delivered by the Trustee in the Presence of:	
 	

By:	
 	

/s/ Jack Ellerin
 Authorized Agent
	

/s/ Michelle Hanus
	
 	

 	
 	

 
	Witness	 	 	 	 
	

/s/ Thomas J. Brendiar
	
 	

 	
 	

 
	Notary Public	 	 	 	 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires:     1/27/09    	
 	

 	
 	

 










   Exhibit A  


FORM OF BOND

AND

TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


        THIS SERIES 2007 BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SERIES 2007 BOND IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SERIES 2007 BOND MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


        THIS SERIES 2007 BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO OFFERS AND SALES TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. EACH TRANSFEREE OF THE SERIES 2007 BOND WILL BE REQUIRED TO PROVIDE U.S. BANK NATIONAL ASSOCIATION, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE) WITH A WRITTEN CERTIFICATION (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AS TO COMPLIANCE WITH THE TRANSFER RESTRICTIONS REFERRED TO ABOVE. IN
ADDITION, IF THE PROPOSED TRANSFEREE IS A PURCHASER WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR A NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


        THIS SERIES 2007 BOND AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF
THIS SERIES 2007 BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE
HOLDER OF THIS SERIES 2007 BOND SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SERIES 2007 BOND TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.



        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


A-1







 


	No.	 	 	 	 	$	 
	 	
	 	 	 	 	





OGLETHORPE POWER CORPORATION, FIRST MORTGAGE BOND,

SERIES 2007, DUE 2031  


REGISTERED
OWNER: CEDE & CO.

PRINCIPAL AMOUNT:                          MILLION DOLLARS

ISSUANCE DATE: OCTOBER 3, 2007

CUSIP NO.:              



        Oglethorpe
Power Corporation (An Electric Membership Corporation), an electric membership corporation existing under the laws of the State of Georgia (together with any successors and
assigns, "Oglethorpe"), for value received hereby promises to pay to the registered owner named above or registered assigns, on January 1, 2031 upon the presentation and surrender of this First
Mortgage Bond, 6.191% Series 2007 due January 1, 2031 (this "Series 2007 Bond"), the principal amount (upon original issuance) of
$                        ,
issued under the Indenture, dated as of March 1, 1997, as supplemented (the "Indenture") between Oglethorpe, formerly known as Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) and U.S. Bank National Association, as successor to SunTrust Bank, Atlanta, as trustee (the "Trustee"). 


        Oglethorpe
shall pay the principal sum set forth above and pay interest on said principal sum from the date hereof until payment of said principal sum has been made or duly provided for,
semi-annually at the interest rate of 6.191%. The principal of, and interest on, this Series 2007 Bond are payable at the principal corporate trust office of the Trustee, or of its
successor as Trustee, or, at the option of the owner of this Series 2007 Bond, at the principal office of any Paying Agent appointed in accordance with the Indenture; provided, however, that,
subject to the next succeeding paragraph, interest may be payable, at the option of the Trustee, by check or draft drawn upon the Trustee and mailed to the registered address of the registered owner
of this Series 2007 Bond as of the close of business on the applicable Record Date (as defined below), or, at the written request of the registered owner of Series 2007 Bonds in an
aggregate principal amount greater than or equal to $1,000,000 delivered to the Trustee at least five days prior to the Record Date next preceding such payment date, by wire transfer to a wire
transfer address in the continental United States as set forth in such request. Payment of the principal of and interest on this Series 2007 Bond shall be in any coin or currency of the United
States of America as, at the respective times of payment, shall be legal tender for the payment of public and private debts. 


        Notwithstanding
any other provision of this Series 2007 Bond to the contrary, so long as this Series 2007 Bond shall be registered on books of Oglethorpe kept by the
Obligation Registrar (as defined in the Indenture) in the name of The Depository Trust Company, a New York Corporation ("DTC"), its nominee, the provisions of the Indenture governing the
Book-Entry System (as defined in the Indenture) shall govern the manner of payment of the principal of, and interest on, this Series 2007 Bond. 


        The
Series 2007 Bonds are equally and ratably secured, to the extent provided in the Indenture, by the Trust Estate, except and excluding the Excepted Property and the Excludable
Property. 


        Reference
is hereby made to the Indenture, a copy of which is on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and
obligations of Oglethorpe, the Trustee and the owner of this Series 2007 Bond, the terms upon which this Series 2007 Bond is issued and secured, and the modification or amendment of the
Indenture, to all of which the registered owner of this Series 2007 Bond assents by the acceptance of this Series 2007 Bond. 


        This
Series 2007 Bond is transferable, as provided in the Indenture, only upon the registration books of Oglethorpe maintained by the Obligation Registrar, which shall be the
Trustee, kept at its 


A-2







 

principal
office, upon presentation at said office of this Series 2007 Bond with the written request of the registered owner hereof or his attorney duly authorized in writing, and a written
instrument of transfer satisfactory to the Obligation Registrar duly executed by the registered owner or his duly authorized attorney. The Obligation Registrar shall not be obliged to (i) make
any exchange or transfer of this Series 2007 Bond during the period beginning at the opening of business fifteen days next preceding the date of the mailing of the notice of redemption of the
Series 2007 Bonds or (ii) register the transfer of or exchange of any Series 2007 Bond so selected for redemption in whole or in part, except the unredeemed portion of a
Series 2007 Bond being redeemed in part. 


        The
Series 2007 Bonds are issuable in the form of fully registered global bonds without coupons in the denomination of $100,000 each or any integral multiple of $1,000 in excess
thereof. Upon payment of any required tax or other governmental charge and, subject to such conditions, the Series 2007 Bonds, upon the surrender thereof at the principal office of the
Obligation Registrar, with a written instrument of transfer satisfactory to the Obligation Registrar, duly executed by the registered owner or his duly authorized attorney, may, at the option of the
registered owner thereof, be exchanged for an equal aggregate principal amount of Series 2007 Bonds of the same interest rate and in any other authorized denominations. 



        This
Series 2007 Bond shall bear interest at 6.191% from, and including, the date hereof to, but excluding, January 1, 2031. Interest shall be payable on January 1
and July 1 of each year prior to the maturity date of the Series 2007 Bonds, commencing on January 1, 2008. 


        Sinking Fund Redemption:    The Series 2007 Bonds will be redeemed, on a pro rata basis in
$100,000 denominations, through the operation of a mandatory sinking fund, commencing on January 1, 2024 and continuing on January 1 in each year thereafter to, and including,
January 1, 2030, at a Redemption Price (as defined in the Indenture) equal to 100% of the principal amount of the Series 2007 Bonds redeemed plus accrued interest to the Redemption Date
(as defined in the Indenture), including interest due on an Interest Payment Date that is on or prior to the Redemption Date. The principal amount of the Series 2007 Bonds being redeemed and
the Redemption Dates, as well as the principal amount payable on the maturity date, are set forth below. 



	Date
 
	 	Amount

	January 1, 2024	 	$	62,500,000
	January 1, 2025	 	$	62,500,000
	January 1, 2026	 	$	62,500,000
	January 1, 2027	 	$	62,500,000
	January 1, 2028	 	$	62,500,000
	January 1, 2029	 	$	62,500,000
	January 1, 2030	 	$	62,500,000
	January 1, 2031(1)	 	$	62,500,000









	(1)
	The
final maturity date of the Series 2007 Bonds. 





        Make-Whole Redemption:    Oglethorpe may redeem the Series 2007 Bonds, in whole or in
part, on any date prior to their maturity, at its option. The Redemption Price for the Series 2007 Bonds will be equal to the greater of: 



	•
	100%
of the principal amount of the Series 2007 Bonds being redeemed plus interest accrued through the Redemption Date; and



	•
	the
sum of the present values of the remaining principal and interest payments on the bonds being redeemed, discounted on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of (1) the yield to maturity of the U.S. 



A-3







 


Treasury
security having a life equal to the remaining average life of the maturity of bonds being redeemed and trading in the secondary market at the price closest to par, and (2) 20 basis
points. 





        If
there is no U.S. Treasury security having a life equal to the remaining average life of the bonds being redeemed, the discount rate will be calculated using a yield to maturity
determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury securities having lives most closely
corresponding to the remaining average life of the bonds being redeemed and trading in the secondary market at the price closest to par. 



        The
registered owner of this Series 2007 Bond shall have no right to enforce the provisions of the Indenture, or to institute action to enforce the covenants therein, or to take
any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. 


        All
acts, conditions and things required by the Constitution and statutes of the State of Georgia, the governing rules and procedures of Oglethorpe and the Indenture to exist, to have
happened and to have been performed precedent to and in the issuance of this Series 2007 Bond, do exist, have happened and have been performed. 



        No
covenant or agreement contained in this Series 2007 Bond, the Indenture or the Fortieth Supplemental Indenture shall be deemed to be a covenant or agreement of any official,
officer, agent or employee of Oglethorpe in his individual capacity, and no officer of Oglethorpe executing this Series 2007 Bond shall be liable personally on this Series 2007 Bond or
be subject to any personal liability or accountability by reason of the issuance of this Series 2007 Bond. 


        Financial
Security Assurance Inc., a New York stock insurance company, or any successor thereto or assignee thereof, has been designated the Credit Enhancer with respect to the
Series 2007 Bonds. 


        This
Series 2007 Bond shall not be entitled to any benefit under the Indenture or be valid until this Series 2007 Bond shall have been authenticated by the execution by the
Trustee, or its successor as Trustee, of the Certificate of Authentication inscribed hereon. 


[Remainder
of page intentionally left blank.] 


A-4







 

        IN WITNESS WHEREOF, Oglethorpe has caused this Series 2007 Bond 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	 	 	 	 




A-5







 

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



	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Agent





Date
of Authentication:                          


A-6









STATEMENT OF INSURANCE 


FINANCIAL
SECURITY ASSURANCE INC. ("FSA"), NEW YORK, NEW YORK, HAS DELIVERED ITS FINANCIAL GUARANTY INSURANCE POLICY WITH RESPECT TO THE SCHEDULED PAYMENTS DUE OF PRINCIPAL OF AND INTEREST ON
THIS BOND TO U.S. BANK NATIONAL ASSOCIATION, ATLANTA, GEORGIA, OR ITS SUCCESSOR, AS PAYING AGENT FOR THE BONDS (THE "PAYING AGENT"). SAID FINANCIAL GUARANTY INSURANCE POLICY IS ON FILE AND AVAILABLE
FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE PAYING AGENT AND A COPY THEREOF MAY BE OBTAINED FROM FSA OR THE PAYING AGENT. 







Schedule 1  


RECORDING INFORMATION

FOR

            COUNTY, GEORGIA  



	DOCUMENT
 
	 	RECORDING

INFORMATION
	 	DATE OF

RECORDING

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













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