exhibit43-eightyxfirstsu






Exhibit 4.3 Upon recording, return to:  Ms. Shawne M. Keenan  Eversheds Sutherland (US) 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  EIGHTY-FIRST SUPPLEMENTAL   INDENTURE NOTE TO CLERK OF THE GEORGIA SUPERIOR COURT AND GEORGIA TAX COMMISSIONER: THIS  INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO THE RULES AND  REGULATIONS OF THE STATE OF GEORGIA § 560-11-8-.14(A) BECAUSE THIS INSTRUMENT  SECURES NOTES, THE HOLDERS OF WHICH ARE THE FEDERAL FINANCING BANK, AN  INSTRUMENTALITY OF THE UNITED STATES OF AMERICA, AND THE RURAL UTILITIES SERVICE, AN  AGENCY OF THE UNITED STATES OF AMERICA.   





 






THIS EIGHTY-FIRST SUPPLEMENTAL INDENTURE OGLETHORPE POWER CORPORATION (AN ELECTRIC  MEMBERSHIP CORPORATION) U.S. BANK NATIONAL ASSOCIATION WHEREAS WHEREAS, WHEREAS WHEREAS WHEREAS WHEREAS ” WHEREAS 





 






WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE, THIS EIGHTY-FIRST SUPPLEMENTAL INDENTURE  WITNESSETH 





 






PROVIDED, HOWEVER   TO HAVE AND TO HOLD 





 






SUBJECT, HOWEVER BUT IN TRUST, NEVERTHELESS UPON CONDITION THE INDENTURE, INCLUDING THIS EIGHTY-FIRST SUPPLEMENTAL  INDENTURE AND IT IS HEREBY COVENANTED AND DECLARED ARTICLE I THE AD48 NOTES AND  CERTAIN PROVISIONS RELATING THERETO Section 1.1     Authorization and Terms of the Series 2020 (FFB AD48) Note.      





 






Section 1.2     Form of the Series 2020 (FFB AD48) Note. Section 1.3     Authorization and Terms of the Series 2020 (RUS AD48) Reimbursement  Note. 





 






Section 1.4    Form of the Series 2020 (RUS AD48) Reimbursement Note.   





 






ARTICLE II  AMENDMENT OF THE ORIGINAL INDENTURE  Section 2.1      Amendment of Definition of “Excepted Property” in the Original Indenture.  “Excepted Property” Section 2.2      Amendment of Section 1.20 of the Original Indenture.    Section 1.20 RUS or DOE as Holder.   “Loan Contract” 





 






“RUS Statutory Provisions” “Loan  Guarantee Agreement” 





 






“DOE Statutory  Provisions” Section 2.3      Amendment of Section 3.3 of the Original Indenture.  Section 2.4     Amendment of Section 3.5 of the Original Indenture. 





 






Section 2.5     Amendment of Section 3.7 of the Original Indenture. Section 3.7 Registration; Registration of Transfer and Exchange.    “Obligation Register” “Obligation Registrar”  





 






Section 2.6      Amendment of Section 4.8 of the Original Indenture.  Section 4.8  Conditional Obligations. 





 






Section 2.7      Amendment of Section 5.1 of the Original Indenture.      PROVIDED 





 






PROVIDED FURTHER   PROVIDED Section 2.8      Amendment of Section 6.1 of the Original Indenture.    Section 2.9      Amendment of Section 8.1 of the Original Indenture.      





 






Section 2.10      Amendment of Section 12.1 of the Original Indenture.    Section 2.11      Amendment of Section 12.6 of the Original Indenture.  PROVIDED, HOWEVER Section 2.12     Amendment of Section 13.8 of the Original Indenture.   





 






ARTICLE III MISCELLANEOUS  Section 3.1     Supplemental Indenture.   Section 3.2      Recitals.    Section 3.3      Successors and Assigns.    





 






Section 3.4      No Rights, Remedies, Etc.    Section 3.5      Counterparts.    Section 3.6      Security Agreement and Financing Statement.    





 






IN WITNESS WHEREOF,  Company OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP  CORPORATION) 





 






 Trustee: U.S. BANK NATIONAL ASSOCIATION 





 






Exhibit A   





 






Schedule 1