EXHIBIT 10.8.2


 


FIRST AMENDMENT


TO


AMENDED AND RESTATED WHOLESALE POWER
CONTRACT


 


THIS
FIRST AMENDMENT, dated as of June 1, 2005 (this “First Amendment”) is made
to the Amended and Restated Wholesale Power Contract, dated as of January 1,
2003 (the “Wholesale Power Contract”) by and between Oglethorpe Power
Corporation (An Electric Membership Corporation) (the “Seller”) and Altamaha
Electric Membership Corporation (the “Purchaser”).


 


WHEREAS,
the Purchaser and the Seller desire to provide for an extension of the initial
term of the Wholesale Power Contract originally set forth in Section 12.1
of the Wholesale Power Contract.


 


NOW,
THEREFORE, for and in consideration of the mutual agreements set forth herein,
the Purchaser and the Seller do hereby agree as follows:


 


1.                                       Extension
of Term.  Effective as of the date of
this First Amendment, the second sentence of Section 12.1 of the Wholesale
Power Contract is hereby amended to read in its entirety as follows:


 


This
Agreement shall remain in effect until December 31, 2050, and from year to
year thereafter unless terminated on December 31, 2050, or any succeeding December 31,
by either party’s giving to the other not less than three years’ prior written
notice of its intention to terminate.


 


2.                                       Reduction
in Term.  Effective as of the date of
this First Amendment, Section 12.2 of the Wholesale Power Contract is
hereby deleted.


 


3.                                       Confirmation
of Wholesale Power Contract.  Except
as expressly amended in this First Amendment, the Purchaser and Seller
expressly ratify and confirm the Wholesale Power Contract.


 


[Signatures On Next Page]


 





















 


IN
WITNESS WHEREOF, the Seller and Purchaser have duly executed and delivered this
First Amendment as of the date first above written.


 


	
  SELLER:

  	
  PURCHASER:

  
	
   

  	
   

  
	
  OGLETHORPE POWER

  CORPORATION (AN ELECTRIC

  MEMBERSHIP CORPORATION)

  	
  ALTAMAHA
  ELECTRIC MEMBERSHIP

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas A. Smith

  	
   

  	
  By:

  	
  /s/ James D. Musgrove

  	
   

  
	
  Name: Thomas A.
  Smith

  	
  Name: James D.
  Musgrove

  
	
  Title:

  	
  President and
  Chief Executive

  	
  Title: General
  Manager

  
	
   

  	
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  ATTEST:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Patricia N. Nash

  	
   

  	
  By:

  	
  /s/ Bernard Hart

  	
   

  
	
  Name: Patricia
  N. Nash

  	
  Name: Bernard
  Hart

  
	
  Title: Secretary

  	
  Title:
  Secretary-Treasurer

  
								



 





















 


Schedule to Exhibit 10.8.2


 


First Amendment to Amended and Restated Wholesale Power Contract


 


The
following is a list of substantially identical First Amendment to Amended and
Restated Wholesale Power Contracts for 37 other Electrical Membership
Corporations:


 


	
  1.

  	
  Amicalola EMC

  
	
  2.

  	
  Canoochee EMC

  
	
  3.

  	
  Carroll EMC

  
	
  4.

  	
  Central Georgia
  EMC

  
	
  5.

  	
  Coastal EMC
  (d/b/a Coastal Electric Cooperative)

  
	
  6.

  	
  Cobb EMC

  
	
  7.

  	
  Colquitt EMC

  
	
  8.

  	
  Coweta-Fayette
  EMC

  
	
  9.

  	
  Diverse Power
  Incorporated, an EMC

  
	
  10.

  	
  Excelsior EMC

  
	
  11.

  	
  Grady EMC

  
	
  12.

  	
  Greystone Power
  Corporation, an EMC

  
	
  13.

  	
  Habersham EMC

  
	
  14.

  	
  Hart EMC

  
	
  15.

  	
  Irwin EMC

  
	
  16.

  	
  Jackson EMC

  
	
  17.

  	
  Jefferson Energy
  Cooperative, an EMC

  
	
  18.

  	
  Lamar EMC, d/b/a
  Southern Rivers Energy

  
	
  19.

  	
  Little Ocmulgee
  EMC

  
	
  20.

  	
  Middle Georgia
  EMC

  
	
  21.

  	
  Mitchell EMC

  
	
  22.

  	
  Ocmulgee EMC

  
	
  23.

  	
  Oconee EMC

  
	
  24.

  	
  Okefenoke Rural
  EMC

  
	
  25.

  	
  Pataula EMC

  
	
  26.

  	
  Planters EMC

  
	
  27.

  	
  Rayle EMC

  
	
  28.

  	
  Satilla Rural
  EMC

  
	
  29.

  	
  Sawnee EMC

  
	
  30.

  	
  Slash Pine EMC

  
	
  31.

  	
  Snapping Shoals
  EMC

  
	
  32.

  	
  Sumter EMC

  
	
  33.

  	
  Three Notch EMC

  
	
  34.

  	
  Tri-County EMC

  
	
  35.

  	
  Upson EMC

  
	
  36.

  	
  Walton EMC

  
	
  37.

  	
  Washington EMC