EXHIBIT 4.7.1(vv)


 


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


 


FORTY-SEVENTH SUPPLEMENTAL


INDENTURE


 


Providing for the


Amendment of the Original Indenture


 


Dated as of February 19, 2009


 




 





 


NOTE TO THE CLERK OF
SUPERIOR COURT AND TAX COMMISSIONER: 
THIS INSTRUMENT IS A MODIFICATION OF THE ORIGINAL INDENTURE (AS IT HAS
BEEN HERETOFORE SUPPLEMENTED, THE “EXISTING INDENTURE”).  THIS INSTRUMENT DOES NOT INCREASE THE
PRINCIPAL BALANCE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE, NOR DOES IT
EXTEND THE MATURITY DATE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE.  PURSUANT TO O.C.G.A. § 48-6-65(A), NO
ADDITIONAL INTANGIBLE RECORDING TAX IS DUE UPON THE RECORDING OF THIS
INSTRUMENT.  ALL INTANGIBLE RECORDING
TAXES DUE IN CONNECTION WITH ALL OBLIGATIONS SECURED BY THE EXISTING INDENTURE
HAVE BEEN PAID.


 

















 


THIS
FORTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 19,
2009, 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, formerly
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 (capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Original
Indenture);


 


WHEREAS, the Original Indenture has heretofore
been amended and supplemented by forty-six Supplemental Indentures (the
Original Indenture, as heretofore, hereby and hereafter supplemented and
modified, hereinafter sometimes called the “Indenture”), and the Original
Indenture and the forty-six Supplemental Indentures have been recorded as set
forth on Schedule 1 attached hereto;


 


WHEREAS,
by executing and delivering this Forty-Seventh  Supplemental
Indenture, in accordance with the provisions of the Original Indenture, the
Company desires to amend Sections 1.1, 4.1, 4.2, 4.3, 4.7, 4.8 and 4.9 of the
Indenture and to add new Sections 4.11 and 4.12 to the Indenture so as to give
the Company the ability (i) to use certain certified progress payments
under certain engineering, procurement or construction contracts as a basis for
the issuance of Additional Obligations and (ii) to convert Obligations
originally issued on the basis of such certified progress payments to
Obligations deemed to have been delivered on the basis of Bondable Additions;


 


WHEREAS,
the Indenture currently includes Section 13.16, which places a restriction
on the Company’s Short-Term Indebtedness, such that the Company may not permit
on any date Short-Term Indebtedness to exceed 15% of the Company’s long-term
debt and equities as of the end of the fiscal quarter immediately preceding
such date;


 


WHEREAS,
by executing and delivering this Forty-Seventh Supplemental Indenture, in
accordance with the provisions of the Original Indenture, the Company also
desires to delete and reserve Section 13.16 of the Indenture so as to
remove such restriction on the Company’s Short-Term Indebtedness;


 


WHEREAS,
Section 12.2 of the Original Indenture provides that, with the consent of
the Holders of not less than a majority in principal amount of the Obligations
of all series then Outstanding affected thereby (which consent is evidenced by
one or more Acts of the Holder pursuant to Section 1.2 of the Original
Indenture), the Company and the Trustee may enter into a Supplemental Indenture
for the purpose of adding any provisions to or changing in any manner 


 


1

















 


or eliminating any of the provisions of the Indenture or of modifying
in any manner the rights of the Holders under the Indenture, subject to the
conditions set forth in Section 12.2;


 


WHEREAS,
the Holders of a majority in principal amount of all Obligations Outstanding
under the Indenture have executed and delivered Acts of the Holder to the
Company and the Trustee in accordance with Sections 1.2 and 12.2 of the
Original Indenture; and


 


WHEREAS,
the execution and delivery of this Forty-Seventh Supplemental Indenture has
been in all respects duly authorized by the Company;


 


NOW,
THEREFORE, THIS FORTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH,
that, to amend Sections 1.1, 4.1, 4.2, 4.3, 4.7, 4.8 and 4.9 of the Original
Indenture, to add new Sections 4.11 and 4.12 to the Original Indenture and to
delete and reserve Section 13.16 of the Original Indenture, all pursuant
to Section 12.2 of the Original Indenture, the Company does hereby
covenant and agree to and with the Trustee as follows:


 


ARTICLE I


 


AMENDMENT OF
ORIGINAL INDENTURE


 


Section 1.1                                 Amendment
of Granting Clause First of the Original Indenture; Grant of Qualified EPC
Contracts.  Paragraph C of
Granting Clause First of the Original Indenture is hereby amended so as to add
the following as C(ii):  “(ii) that
constitute Qualified EPC Contracts,” and the numbering in Paragraph C of
Granting Clause First is hereby renumbered accordingly.  To secure the payment of the principal of
(and premium, if any) and interest on the Outstanding Secured Obligations, to
confirm the lien of the Indenture upon any Qualified EPC Contracts, now or
hereafter entered into by the Company, to secure performance of the covenants
herein contained and contained in the Indenture, 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 Qualified
EPC Contracts, whether now or hereafter entered into, 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 Section 11.2B
of the Original Indenture and to the rights of the Company under the Original
Indenture, including the rights set forth in Article V thereof.


 


Section 1.2                                 Amendment
of Section 1.1 of the Original Indenture.  Section 1.1 of the Original Indenture is
hereby amended so as to add the following definitions:


 


“Certified
Progress Payments” means payments, made by the Company
under or in connection with a Qualified EPC Contract, for generation and
related facilities (including electric transmission and fuel supply facilities)
that will constitute Property Additions upon the performance of such Qualified EPC
Contract, that are certified by the Company to the Trustee as the basis for (i) loans
or advances under Conditional Obligations under Section 4.8 or (ii) the
authentication and delivery of Additional Obligations under Section 4.11.


 


2

















 


“Qualified
EPC Contract” means any contract providing for the
engineering, procurement or construction of generation or related facilities
(including electric transmission and fuel supply facilities) intended to be
owned by the Company, payments made under or in connection with which are used
as the basis for (i) loans or advances under Conditional Obligations under
Section 4.8 or (ii) the authentication and delivery of Additional
Obligations under Section 4.11.


 


Section 1.3                                 Amendment of Section 4.1 of the Original
Indenture.  The
introductory paragraph in Section 4.1 of the Original Indenture is hereby
amended in its entirety, such that the introductory paragraph in Section 4.1,
as amended, will read in its entirety as follows:


 


“Additional
Obligations of any one or more series, or within a series, may from time to
time be executed by the Company and delivered to the Trustee for authentication
and thereupon the same shall be authenticated and delivered by the Trustee upon
Company Request, upon the basis permitted by, and upon compliance with the
conditions of, Section 4.2 (upon the basis of Bondable Additions), Section 4.3
(upon the basis of retirement or defeasance of, or payments on, Obligations
previously Outstanding), Section 4.4 (upon the basis of Designated
Qualifying Securities), Section 4.5 (upon the basis of Deposited Cash), Section 4.7
(in connection with Credit Enhancement), Section 4.9 (in connection with
RUS Reimbursement Obligations), Section 4.10 (in connection with certain
indebtedness issued to refinance indebtedness previously secured under the
Existing Mortgage) and Section 4.11 (upon the basis of Certified Progress
Payments) upon receipt in each case by the Trustee of the following (as
modified by such Sections) upon or prior to the date of the initial issuance of
Additional Obligations of such series:”


 


Section 1.4                                 Amendment
of Section 4.2 of the Original Indenture.


 


(a)                                  The
second paragraph of Section 4.2 is hereby amended in its entirety, such
that the second paragraph of Section 4.2, as amended, will read in its
entirety as follows:


 


“Whenever
requesting (i) the authentication and delivery of Additional Obligations
under this Section, (ii) the withdrawal of Deposited Cash under Section 4.6
upon the basis of Bondable Additions, (iii) loans and advances under
Conditional Obligations under Section 4.8 upon the basis of Bondable
Additions; (iv) the withdrawal of Trust Moneys under Section 6.2, (v) the
use of Bondable Additions as a basis, in whole or in part, for the release of
any part of the Trust Estate under Section 5.2, (vi) the use of
Bondable Additions as a basis, in whole or in part, for the redesignation or
surrender of Designated Qualifying Securities under Section 16.3 or (vii) the
conversion of outstanding principal amounts under Section 4.12 upon the
basis of Bondable Additions, the Company shall deliver to the Trustee the
relevant instruments (comprising the related Application) specified in the
following paragraphs A through H:”


 


3

















 


(b)                                 Section 4.2
A of the Original Indenture is hereby amended in its entirety, such that Section 4.2
A, as amended, will read in its entirety as follows:


 


“A.                             (i) In the case of a
request for the authentication and delivery of Additional Obligations, the
documents and any cash deposit required by Section 4.1 and an Available
Margins Certificate; (ii) in the case of a request for the withdrawal of
Deposited Cash under Section 4.6 upon the basis of Bondable Additions, the
Company Request, Board Resolution and Officers’ Certificate required by Section 4.6;
(iii) in the case of a request for a loan or advance under a Conditional
Obligation under Section 4.8 upon the basis of Bondable Additions, the
Available Margins Certificate, Officers’ Certificate and Opinion of Counsel
required by Section 4.8; (iv) in the case of a request for the
withdrawal of Trust Moneys under Section 6.2, the Company Request, Board
Resolution and Officers’ Certificate required by Section 6.2; (v) in
the case of a request for the use of Bondable Additions as a basis for the
release of any part of the Trust Estate under Section 5.2, the relevant
documents required by Section 5.2 in addition to those specified in the
following paragraphs B through H below, which documents may be modified under
certain circumstances as stated in the proviso to Section 5.2D(2); (vi) in
the case of a request for the use of Bondable Additions as a basis for the
redesignation or surrender of Designated Qualifying Securities under Section 16.3,
the relevant documents required by Section 16.3; and (vii) in the
case of a request for the conversion of outstanding principal amounts under Section 4.12
upon the basis of Bondable Additions, the documents required by Section 4.12.”


 


(c)                                  Section 4.2
B(7) of the Original Indenture is hereby amended in its entirety, such
that Section 4.2 B(7), as amended, will read in its entirety as follows:


 


“(7)                            The total amount (item 8 in
Summary) of Bondable Additions which are then being used, which shall equal (in
any combination) (i) 110% of the aggregate principal amount of any
Additional Obligations whose authentication and delivery are then being applied
for under this Section, (ii) 110% of the aggregate principal amount of the
advances or issuances under Conditional Obligations which are then being
applied for under Section 4.8, (iii) 110% of the amount of any
Deposited Cash which is then being withdrawn under Section 4.6, (iv) 100%
of any Trust Moneys which are then being withdrawn under Section 6.2, (v) 100%
of any Bondable Additions which are then being used as a basis for a release
under Section 5.2, (vi) 110% of the aggregate principal amount of
Designated Qualifying Securities then being redesignated or surrendered under Section 16.3
and (vii) 110% of the outstanding principal amount then being converted
under Section 4.12.”


 


(d)                                 Section 4.2
B of the Original Indenture is hereby amended so as to add the following new
subsections (13) and (14):


 


4

















 


“(13)                      Except when
converting outstanding principal amounts under Section 4.12, that if any
of the Property Additions described in the Certificate were acquired with
Certified Progress Payments:


 


(a)                                  the
amount of such Property Additions acquired with Certified Progress Payments;
and


 


(b)                                 the
aggregate principal amount of the Additional Obligations authenticated and
delivered upon the basis of the Certified Progress Payments used to acquire the
Property Additions certified pursuant to paragraph (a) above that has been
paid, redeemed or otherwise retired or defeased under Article VII, which
shall equal at least 80% of the amount of Property Additions certified pursuant
to paragraph (a) above.


 


(14)                            That the Property Additions
described in the Certificate have not previously been certified for use as the
basis for converting outstanding principal amounts under Section 4.12.”


 


(e)                                  Section 4.2
F(3) of the Original Indenture is hereby amended in its entirety, so that Section 4.2
F(3), as amended, will read in its entirety as follows:


 


“(3)                            the
documents which have been or are therewith delivered to the Trustee conform to
the requirements of this Indenture for an Application for the action applied
for and, upon the basis of such Application, all conditions precedent herein
provided for relating to the authentication and delivery of the Obligations
therein applied for, the loan or advance under Conditional Obligations, the
release of any part of the Trust Estate then requested, the withdrawal of the
Deposited Cash or Trust Moneys then requested or the conversion of outstanding
principal amounts under Section 4.12 of Bondable Additions then requested
have been complied with.”


 


Section 1.5                                 Amendment
of Section 4.3 D of the Original Indenture.


 


(a)                                  Section 4.3
D(6) is hereby amended so as to remove the period at the end of such
subsection and to add the following in its place: “; or”.


 


(b)                                 Section 4.3
D of the Original Indenture is hereby amended so as to add the following new
subsection (7):


 


“(7)                          any Obligation authenticated and
delivered on the basis of Certified Progress Payments or any principal payment
of amounts outstanding under an Obligation authenticated and delivered on the
basis of Certified Progress Payments unless such Obligation or principal
payment has been paid, redeemed, or otherwise retired or defeased under Article VII
using the proceeds of the Additional Obligations whose authentication and
delivery are then being applied for (and each such Additional Obligation, or
principal amount loaned or advanced thereunder, shall be deemed to have 


 


5

















 


been authenticated and delivered or, in the
case of a loan or advance, made on the basis of Certified Progress Payments).”


 


Section 1.6                                 Amendment
of Section 4.7 of the Original Indenture.  Section 4.7 of the Original Indenture is
hereby amended so as to include a cross-reference to Section 4.11, such
that the first cross-reference in Section 4.7 will read as follows:  “pursuant to the provisions of Section 4.2,
4.3, 4.4, 4.5, 4.8, 4.10 or 4.11”.


 


Section 1.7                                 Amendment
of Section 4.8 of the Original Indenture.  Section 4.8 of the Original
Indenture is hereby amended in its entirety, such that Section 4.8, as
amended, will read in its entirety as follows:


 


“Section 4.8                            Conditional
Obligations


 


Additional
Obligations (“Conditional Obligations”)
of one or more series, or within a series, may from time to time be executed by
the Company and delivered to the Trustee for authentication, and the same shall
be authenticated and delivered by the Trustee upon Company Request, upon
receipt by the Trustee of the documents and cash deposit, if any, specified in
paragraphs A, B, C and D of Section 4.1 (except that the
certification and Opinion of Counsel with respect to the compliance with conditions
precedent shall apply only to the conditions precedent set forth in Section 4.1)
on or prior to the date of such authentication and delivery; PROVIDED, HOWEVER, no advance under or
issuance of such Conditional Obligations shall be permitted or made without the
consent of the Trustee, which consent shall be given by the Trustee only upon
the Company’s delivery of (a) (i) the relevant documents specified in
paragraphs B through H, inclusive, of Section 4.2, (ii) the relevant
documents and Obligations specified in paragraphs B, C, D(1) and E of Section 4.3,
(iii) the relevant documents and Designated Qualifying Securities
specified in paragraphs C through G, inclusive, of Section 4.4 or (iv) the
relevant documents specified in paragraphs A through D, inclusive, of Section 4.11
(in each case with such omissions and variations as are appropriate in view of
the fact that such Sections are being used as the basis for advances under or
issuances of Conditional Obligations rather than the authentication and delivery
of Additional Obligations), which documents would permit the authentication and
delivery of Additional Obligations in an aggregate principal amount equal to
such requested advance or issuance, (b) an Available Margins Certificate
and (c) an Officers’ Certificate and an Opinion of Counsel each stating
that all conditions precedent provided for in this Section relating to
such advance or issuance have been complied with.  For the purposes of (i) receiving
payment of Conditional Obligations, whether at maturity, upon redemption or if
the principal of Obligations is declared immediately due and payable following
an Event of Default, as provided in Section 8.1 of this Indenture, or (ii) computing
the principal amount of such Conditional Obligations held by the Holder thereof
in giving any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders, the principal amount of such Conditional Obligations shall be deemed
to be the actual principal amount that the Company shall owe thereon, 


 


6

















 


which shall equal the aggregate
of the amounts advanced to, or on behalf of, the Company in connection
therewith, less any prior repayments thereof.”


 


Section 1.8                                 Amendment
of Section 4.9 of the Original Indenture.  Section 4.9 of the Original Indenture is
hereby amended so as to include a cross-reference to Section 4.11, such
that the first cross-reference in Section 4.9 will read as follows:  “pursuant to the provisions of Section 4.2,
4.3, 4.4, 4.5, 4.8, 4.10 or 4.11”.


 


Section 1.9                                 Addition
of New Section 4.11 to the Original Indenture.  The following new Section 4.11 is hereby
added to the Original Indenture:


 


“Section 4.11  Authentication and Delivery of Additional
Obligations Upon Basis of Certified Progress Payments.


 


Additional Obligations of one or more new series, or Additional
Obligations of an existing series, may from time to time be executed by the
Company and delivered to the Trustee for authentication, and thereupon such
Additional Obligations shall be authenticated and delivered by the Trustee upon
Company Request, in an aggregate principal amount up to but not exceeding 80%
of the Certified Progress Payments made the basis for such authentication and
delivery, upon receipt by the Trustee of the following:


 


A.                                   The
documents and any cash deposit required by Section 4.1.


 


B.                                     An
Available Margins Certificate.


 


C.                                     An
Officers’ Certificate, dated within five (5) days of the relevant Application
for the authentication and delivery of Additional Obligations, stating:


 


(1)                                  the
total amount of Certified Progress Payments which are then being made the basis
for the authentication and delivery of Additional Obligations, which shall
equal 125% of the aggregate principal amount of Additional Obligations whose
authentication and delivery are then being applied for under this Section;


 


(2)                                  that
the sum of (i) the aggregate principal amount of all Additional
Obligations then Outstanding that were originally authenticated and delivered
on the basis of Certified Progress Payments to the extent such principal amount
has not been converted under Section 4.12 plus (ii) the
aggregate principal amount of the Additional Obligations whose authentication
and delivery are then being applied for under this Section does not exceed
40% of the sum of (a) the aggregate principal amount of all Obligations
then Outstanding plus (b) the aggregate principal 


 


7

















 


amount of the
Additional Obligations whose authentication and delivery are then being applied
for under this Section; and


 


(3)                                  that
the Certified Progress Payments then being made the basis for the
authentication and delivery of Additional Obligations do not include any
Certified Progress Payments which shall have theretofore been made, or are
otherwise currently being made, the basis for the authentication and delivery
of Additional Obligations (or any advance or issuance thereunder).


 


D.                                    An
Opinion of Counsel stating that the applicable Qualified EPC Contract is part
of the Trust Estate and that the actions taken by the Company under this Section with
respect to the delivery of documents to the Trustee conforms to the
requirements of this Indenture and that, upon the basis of the Application, the
conditions precedent provided for in this Indenture relating to the
authentication and delivery of the Additional Obligations therein applied for
have been complied with.”


 


Section 1.10                          Addition
of New Section 4.12 to the Original Indenture.  The following new Section 4.12 is hereby
added to the Original Indenture:


 


“Section 4.12 
Conversion of Additional Obligations.


 


From time to time, upon Company Request, all or a portion of the
principal amount outstanding under Additional Obligations originally
authenticated and delivered upon the basis of Certified Progress Payments under
Section 4.11 or under Additional Obligations, under which loans or
advances were made upon the basis of Certified Progress Payments under Section 4.11,
shall be converted to principal amounts outstanding under Additional
Obligations deemed to have been authenticated and delivered upon the basis of
Bondable Additions under Section 4.2, in an aggregate principal amount up
to but not exceeding 90.91% of Bondable Additions acquired with the proceeds of
Certified Progress Payments and made the basis for such conversion as shown in
item 8 of the Summary of Certificate as to Bondable Additions delivered to the
Trustee under this Section, upon receipt by the Trustee of the following:


 


A.                                 The
relevant documents specified in paragraphs B through H, inclusive, of Section 4.2
for delivery to the Trustee whenever requesting the use of Bondable Additions
as the basis for converting principal amounts outstanding under Additional
Obligations under this Section.


 


B.                                   An
Officers’ Certificate, dated within five (5) days of the relevant
Application requesting the conversion of principal amounts outstanding under
Additional Obligations under this Section, stating that:


 


(1)                                  no
Event of Default exists;


 


8

















 


(2)                                  the
conditions precedent provided for in this Indenture relating to such conversion
have been complied with; and


 


(3)                                  identifying
the Additional Obligations all or a portion of the principal amount of which is
to be converted under this Section and specifying the principal amount to
be converted.


 


C.                                   An
Opinion of Counsel stating that the documents which have been or are therewith
delivered to the Trustee conform to the requirements of this Indenture, and
that, upon the basis of the Application, the conditions precedent provided for
in this Indenture relating to the conversion of principal amounts outstanding
under Additional Obligations under this Section have been complied with.


 


Upon compliance with the foregoing provisions
of this Section, the principal amount outstanding under Additional Obligations
specified in the Officers’ Certificate delivered to the Trustee pursuant to
paragraph B above shall be converted.  By
virtue of such conversion, and notwithstanding any other provision of this
Indenture, (i) such specified principal amount shall be deemed always to
have been outstanding under Additional Obligations authenticated and delivered
under Section 4.2 and never to have been outstanding under Additional
Obligations upon the basis of Certified Progress Payments and (ii) Property
Additions acquired with Certified Progress Payments made the basis for the
authentication and delivery of such specified principal amount so converted
shall be deemed never to have been acquired with Certified Progress Payments.”


 


Section 1.11                          Amendment
of Section 13.16 of the Original Indenture.  Section 13.16 of the Original Indenture
is hereby deleted in its entirety and will now be reserved, such that Section 13.16
will now read in its entirety as follows: “Section 13.16   [Reserved]”.


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1                                   Supplemental
Indenture.  This Forty-Seventh
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 amended,
is hereby confirmed.  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
Forty-Seventh Supplemental Indenture shall have the same meanings ascribed to
them in the Original Indenture, except in cases where the context clearly
indicates otherwise.


 


Section 2.2                                   Recitals.  All recitals in this Forty-Seventh
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


 


9














 


Trustee shall be applicable in respect hereof as fully and with like
effect as if set forth herein in full.


 


Section 2.3                                   Counterparts.  This Forty-Seventh 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 2.4                                   Security
Agreement and Financing Statement. 
To the extent permitted by applicable law, this Forty-Seventh
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

  



 


[Signatures on
Next Page.]


 


10

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Forty-Seventh 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

  	
  Attest:

  	
   

  	
  /s/ Jo Ann Smith

  
	
  by the Company in the presence of:

  	
   

  	
  Jo Ann Smith

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
  /s/ Paulette J. Hurteau

  	
   

  	
  [CORPORATE SEAL]

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Sharon H. Wright

  	
   

  
	
  Notary Public

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  
	
   

  	
   

  
							



 


	
  My commission expires:

  	
  10/14/11

  	
   

  



 


[Signatures Continued on Next
Page.]


 

















 


[Signatures Continued from
Previous Page]


 


 


	
  Trustee:

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jack Ellerin

  
	
  Signed and delivered

  	
   

  	
  Authorized Agent

  
	
  by the Trustee in the

  	
   

  
	
  presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Felicia Powell

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Marcia Williams

  	
   

  
	
  Notary Public

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  
	
   

  	
   

  
	
  My commission expires:

  	
  5/7/12

  	
   

  
						



 

















 


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

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF

  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortieth Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-First Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Second Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Third Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Fourth Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Fifth Supplemental Indenture 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Sixth Supplemental Indenture