EXHIBIT 4.7.1(uu)


 


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-SIXTH
SUPPLEMENTAL


INDENTURE


 


Relating to the


Oglethorpe Power Corporation
First Mortgage Bonds,


Series 2009 A


 


Dated as of February 1,
2009


 


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
FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of February 1, 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 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as successor to SunTrust Bank, formerly known as 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 (the “Original Indenture”), for the purpose of
securing its Existing Obligations and providing for the authentication and
delivery of Additional Obligations by the Trustee from time to time under the
Original Indenture (capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Original Indenture);


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee forty-five
Supplemental Indentures (the Original Indenture, as heretofore, hereby and
hereafter supplemented and modified, the “Indenture”), and the Original
Indenture and the forty-five Supplemental Indentures have been recorded as set
forth on Schedule 1;


 


WHEREAS,
the Board of Directors of the Company has authorized a new series of Additional
Obligations to be designated the First Mortgage Bonds, Series 2009 A, due March 15, 2019
in the principal amount of Three Hundred and Fifty Million Dollars
($350,000,000) (the “Series 2009 A Bonds”);


 


WHEREAS, the Company
will enter into that certain Registration Rights Agreement with the Initial
Purchasers (as defined therein) dated as of February 10, 2009 (the “Registration
Rights Agreement”) requiring that the Company register the Series 2009 A
Bonds under the Securities Act of 1933 (the “Securities Act”) with the
Securities and Exchange Commission (the “SEC”);


 


WHEREAS, 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 Forty-Sixth Supplemental
Indenture, in accordance with the provisions of the Original Indenture, for the
purpose of providing for the creation and designation of the Series 2009 A
Bonds as Additional Obligations and specifying the form and provisions thereof;


 


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 interest and premium, if any, on the Series 2009
A Bonds, to make the Series 2009 A 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 2009
A Bonds, in accordance with its terms, have been done and taken; and the
execution and delivery of this Forty-Sixth Supplemental Indenture has been in
all respects duly authorized by the Company;


 


NOW,
THEREFORE, THIS FORTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSES,
that, to secure the payment of the principal of and interest and premium, if
any, on the Outstanding Secured Obligations, including, when authenticated and
delivered, the Series 2009 A 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 2009 A 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.


 


2

















 


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


 


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


 


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


 


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


 


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


 


THE
INDENTURE, INCLUDING THIS FORTY-SIXTH 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 2009
A 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


 


3

















 


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 Forty-Sixth 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 Forty-Sixth Supplemental Indenture
unless the context clearly requires otherwise.


 


“Closing Date” means February 19, 2009.


 


 “Interest
Payment Date” means March 15 and September 15 of each
year, commencing on September 15, 2009.


 


“Record Date” means the 1st day (whether or
not a Business Day) of the calendar month of such 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 2009
A Bonds.


 


ARTICLE II


 


THE SERIES
2009 A BONDS AND

CERTAIN PROVISIONS RELATING THERETO


 


Section
2.1                                   Terms
of the Series 2009 A Bonds.


 


There shall be
established a series of Additional Obligations known as and entitled the “First
Mortgage Bonds, Series 2009 A” (the “Series 2009 A Bonds”).


 


The aggregate
principal amount of the Series 2009 A Bonds which may be authenticated and
delivered and Outstanding at any one time is limited to Three Hundred and Fifty
Million Dollars ($350,000,000).  The Series 2009
A Bonds shall consist of bonds in an aggregate principal amount of
$350,000,000, due March 15, 2019.


 


Pursuant the
Registration Rights Agreement, the Company will register the Series 2009 A
Bonds under the Securities Act with the SEC. 
For the purposes of this paragraph and Exhibit A, the Series 2009
A Bonds issued on the Closing Date shall be referred to as the “Initial Series 2009
A Bonds” and the Series 2009 A Bonds issued pursuant to the Exchange Offer
(as hereinafter defined) shall be referred to as the “Exchange Series 2009
A Bonds.”  The


 


4

















 


Registration Rights Agreement requires the Company to register the
Initial Series 2009 A Bonds (i) by exchanging the Initial Series 2009
A Bonds for Exchange Series 2009 A Bonds through an exchange offer (the “Exchange
Offer”) and/or (ii) by filing a Shelf Registration Statement.  For all purposes under this Forty-Sixth
Supplemental Indenture, each series of Initial Series 2009 A Bonds and the
related Exchange Series 2009 A Bonds shall be treated as a single series
of Series 2009 A Bonds.


 


The Series 2009
A Bonds shall bear interest from their date of issuance, payable semi-annually
on March 15 and September 15 of each year, commencing on September 15,
2009.  The Series 2009 A Bonds shall
bear interest at the annual rate of 6.10%; provided, however, that if (i) the
Company fails to file a registration statement under the Securities Act of
1933, as amended, registering the Series 2009 A Bonds (the “Exchange Offer
Registration Statement”) under the Securities Act in connection with the
Exchange Offer with the SEC on or prior to the 90th day after the Closing Date,
(ii) the Exchange Offer Registration Statement has not been declared
effective by the SEC on or before the 180th day after the Closing Date, (iii) the
Exchange Offer has not been completed within 60 days after the initial
effective date of the Exchange Offer Registration Statement, (iv) if a
Shelf Registration Statement (as defined in the Registration Rights Agreement)
is required to be filed as a result of a Shelf Registration Event (as defined
in the Registration Rights Agreement) but is not filed with the SEC on or prior
to the 30th day after the date of such Shelf Registration Event, or (v) if
a Shelf Registration Statement is required to be filed as a result of a Shelf
Registration Event but is not declared effective by the SEC on or prior to the
60th day after the date of such Shelf Registration Event (each such event
referred to in clauses (i) through (v), a “Registration Default” and each period during which a Registration
Default has occurred and is continuing, a “Registration Default Period”),
then additional interest on the Series 2009 A Bonds will accrue (in
addition to the stated interest on the Series 2009 A Bonds) at a rate of
1.00% per annum (“Special Interest”)
on the principal amount of the Series 2009 A Bonds, from the date of the
occurrence of any Registration Default until such Registration Default is
remedied; provided, however, no Registration Default Period shall continue
beyond the first anniversary of the Closing Date.  The amount of Special Interest shall not
increase because more than one Registration Default has occurred and is
continuing.


 


If the Exchange Offer
Registration Statement or the Shelf Registration Statement, if required, has
become effective and thereafter either ceases to be effective or the Prospectus
(as defined in the Registration Rights Agreement) contained therein ceases to
be usable at any time during the period when the Exchange Offer Registration
Statement is being used by Requesting Participating Broker-Dealers (as defined
in the Registration Rights Agreement) or during the Shelf Effectiveness Period
(as defined in the Registration Rights Agreement), respectively, and such
failure to remain effective or usable exists for more than 30 days (whether or
not consecutive) prior to, in the case of the Exchange Offer Registration
Statement being used by a Requesting Participating Broker-Dealer, the 180th day
after the Exchange Date (as defined in the Registration Rights Agreement) or,
in the case of the Shelf Offer Registration Statement, the first anniversary of
the Closing Date, then the interest rate on the Registrable Securities will be
increased by the Special Interest amount commencing on the 31st day in such
period and ending (i) the date that the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, has again become
effective, (ii) the date the Prospectus relating thereto, as applicable,
again becomes usable, or (iii) in the case of the Exchange Offer
Registration Statement being used by a Requesting Participating Broker-Dealer,
on the 180th day after the


 


5

















 


Exchange Date or, in the case of the Shelf Registration Statement, on
the first anniversary of the Closing Date.


 


The Series 2009
A Bonds shall be issued as fully registered global bonds without coupons and in
denominations of $1,000 or any integral multiple thereof.  The Series 2009 A Bonds (i) shall
be initially registered in the name of J.P. Morgan Securities Inc., as
representative of the Initial Purchasers (as defined in the Registration Rights
Agreement) (the “Representative”) and (ii) upon the transfer of the Series 2009
A Bonds by the Representative to Cede & Co., as nominee of the
Securities Depository, shall be registered in the name of Cede & Co.,
as nominee of the Securities Depository, pursuant to the Securities Depository’s
Book-Entry System.  When the Series 2009
A Bonds are held in the Book-Entry System, purchases of beneficial interests in
the Series 2009 A Bonds shall be made in book-entry form, without
certificates.  If at any time the
Book-Entry System is discontinued for the Series 2009 A Bonds, the Series 2009
A Bonds shall be exchangeable for other fully registered certificated Series 2009
A 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 2009 A Bond. 
The cost, if any, of preparing each new Series 2009 A 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 2009 A Bonds shall be payable by check mailed to the registered
owners thereof.  However, interest on the
Series 2009 A Bonds shall be paid to any owner of $1,000,000 or more in
aggregate principal amount of the Series 2009 A 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 2009
A 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                                   Make Whole Redemption.


 


 


(a)                                  The Company may redeem the Series 2009
A 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 2009 A Bonds being redeemed
except as otherwise required by the procedures of the Securities
Depository.  The Redemption Price for the
Series 2009 A Bonds will be equal to the greater of:


 


·                                          100%
of the principal amount of the Series 2009 A 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 2009 A 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 2009
A Bonds being redeemed and trading in the secondary market at the price closest
to par, and (2) 50 basis points.


 


6

















 


(b)                                 If there is no U.S. Treasury
security having a life equal to the remaining average life of the Series 2009
A 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 2009 A Bonds being redeemed and trading in the
secondary market at the price closest to par.


 


(c)                                  If less than all of the
Outstanding Series 2009 A Bonds are to be redeemed, the Series 2009 A
Bonds to be redeemed will be selected by the Trustee in any method it deems
fair and appropriate and the portion of the Series 2009 A Bonds not so
redeemed will be in multiples of $1,000.


 


(d)                                 If the Company gives notice of the
optional redemption of the Series 2009 A Bonds but the Trustee does not
have enough funds on deposit to pay the full Redemption Price of the Series 2009
A Bonds to be redeemed, those Series 2009 A 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 2009
A 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 2009 A Bonds as provided in that notice.


 


Section
2.3                                   Form of the Series 2009 A Bonds.  The Series 2009 A Bonds and the Trustee’s
authentication certificate to be executed on the Series 2009 A 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
2.4                                   Use of Proceeds.  The Company expects the proceeds of this
offering of the Series 2009 A Bonds, net of the initial purchasers’ discounts
and offering expenses, to be $347,418,052. 
The Company will use the net proceeds of this offering to finance a
portion of the costs of construction of electric generation facilities, to
enhance certain of its existing facilities and to provide liquidity for its
general corporate purposes, including the offering expenses associated with the
issuance of the Series 2009 A Bonds.


 


ARTICLE III


 


MISCELLANEOUS


 


Section
3.1                                   Supplemental Indenture.  This Forty-Sixth 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
2009 A 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 Forty-Sixth Supplemental Indenture


 


7

















 


shall have the same meanings
assigned to them in the Original Indenture, except in cases where the context
clearly indicates otherwise.


 


Section
3.2                                   Recitals.  All recitals in this Forty-Sixth 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 Forty-Sixth 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 Forty-Sixth 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 Forty-Sixth Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto and the Holders of the Outstanding Secured Obligations, any right,
remedy or claim under or by reason of this Forty-Sixth Supplemental Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all
the covenants, conditions, stipulations, promises and agreements in this
Forty-Sixth Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto and of the
Holders of Outstanding Secured Obligations.


 


Section
3.5                                   Counterparts.  This Forty-Sixth 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 Forty-Sixth 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

  



 


8

















 


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]


 


9














 


IN
WITNESS WHEREOF, the parties hereto have caused this
Forty-Sixth 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/ Elizabeth B. Higgins

  
	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  



 


	
  Signed, sealed and delivered

  	
  Attest:

  	
   

  	
  /s/ Jo Ann Smith

  
	
  by the Company in the presence of:

  	
   

  	
  Jo Ann Smith

  
	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paulette Hurteau

  	
   

  	
  [CORPORATE
  SEAL]

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Sharon H. Wright

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission expires:

  	
  10/14/11

  	
   

  	
   

  
						



 


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[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 H. Powell

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Marcia Williams

  	
   

  
	
  Notary Public

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  
	
   

  	
   

  
	
  My commission expires:

  	
  5/7/12

  	
   

  
						



 

















 


Exhibit A


 


FORM OF
SERIES 2009 A BOND

AND
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


[If
an Initial Series 2009 A Bond, then insert — THIS SERIES 2009 A 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 2009 A BOND IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SERIES 2009 A BOND MAY BE RELYING
ON THE EXEMPTIONS FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.


 


THIS
SERIES 2009 A 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, OR (B) TO OGLETHORPE
POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) (“OGLETHORPE”), AND IN
THE CASE OF BOTH (A) AND (B), IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES. 
EACH TRANSFEREE OF THIS SERIES 2009 A 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, A NON-U.S. PERSON OR OGLETHORPE, 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 2009 A 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 2009 A


 


A-2

















 


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 2009 A BOND SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS SERIES 2009 A 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 OGLETHORPE 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-3

















 


	
  No.

  	
   

  	
  $350,000,000.00

  



 


OGLETHORPE POWER CORPORATION, FIRST MORTGAGE
BOND,

SERIES 2009 A, DUE 2019


 


REGISTERED OWNER: 
                                  .


PRINCIPAL AMOUNT:  THREE HUNDRED
AND FIFTY MILLION DOLLARS


ISSUANCE DATE:  FEBRUARY 19, 2009


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 March 15,
2019 upon the presentation and surrender of this First Mortgage Bond, 6.10% Series 2009
A due March 15, 2019 (this “Series 2009 A Bond”), the principal
amount (upon original issuance) of $350,000,000, issued under the Indenture,
dated as of March 1, 1997 (the “Original Indenture”), as heretofore
supplemented and as supplemented by the Forty-Sixth Supplemental Indenture (the
“Forty-Sixth Supplemental Indenture”), between Oglethorpe, formerly known as
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation), as grantor, and U.S. Bank National Association, as
successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as
trustee (the “Trustee”) (the Original Indenture, as supplemented, the “Indenture”).


 


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 6.10%
[If an Initial Series 2009 A Bond, then insert — ; provided, however, that
if (i) Oglethorpe fails to file a registration statement under the
Securities Act of 1933, as amended, registering this Series 2009 A Bond
(the “Exchange Offer Registration Statement”) in connection with the exchange
offer (the “Exchange Offer”) pursuant to that certain Registration Rights
Agreement (the “Registration Rights Agreement”) by and between Oglethorpe and
J.P. Morgan Securities Inc., on behalf of itself and the Initial Purchasers (as
defined therein), dated as of February 10, 2009 with the Securities and
Exchange Commission (the “SEC”) on or prior to the 90th day after February 19,
2009 (the “Closing Date”), (ii) the Exchange Offer Registration Statement
has not become effective or been declared effective by the SEC on or before the
180th day after the Closing Date, (iii) the Exchange Offer has not been
completed within 60 days after the initial effective date of the Exchange Offer
Registration Statement, (iv) if a Shelf Registration Statement (as defined
in the Registration Rights Agreement) is required to be filed as a result of a
Shelf Registration Event (as defined in the Registration Rights Agreement) but
is not filed with the SEC on or prior to the 30th day after the date of such
Shelf Registration Event, or (v) if a Shelf Registration Statement is
required to be filed as a result of a Shelf Registration Event but is not
declared effective by the SEC on or prior to the 60th day after the date of
such Shelf Registration Event (each event referred to in clauses (i) through
(v), a “Registration Default” and each period during which a Registration
Default has occurred and is occurring, a “Registration Default Period”), then
additional interest on this Series 2009 A Bond will accrue (in addition to
the stated interest on this Series 2009 A Bond) at a rate of 1.00% per
annum (“Special Interest”) on the principal amount of this Series 2009 A
Bond,


 


A-4

















 


from the date of the occurrence of any Registration Default until such
Registration Default is remedied; provided, however, no Registration Default
Period shall continue beyond the first anniversary of the Closing Date.  The amount of Special Interest shall not
increase because more than one Registration Default has occurred and is continuing.


 


If the Exchange Offer Registration Statement or the Shelf Registration
Statement, if required, has become effective and thereafter either ceases to be
effective or the Prospectus (as defined in the Registration Rights Agreement)
contained therein ceases to be usable at any time during the period when the
Exchange Offer Registration Statement is being used by Requesting Participating
Broker-Dealers (as defined in the Registration Rights Agreement) or during the
Shelf Effectiveness Period (as defined in the Registration Rights Agreement), respectively,
and such failure to remain effective or usable exists for more than 30 days
(whether or not consecutive) prior to, in the case of the Exchange Offer
Registration Statement being used by a Requesting Participating Broker-Dealer,
the 180th day after the Exchange Date (as defined in the Registration Rights
Agreement) or, in the case of the Shelf Offer Registration Statement, the first
anniversary of the Closing Date, then the interest rate on the Registrable
Securities will be increased by the Special Interest amount commencing on the
31st day in such period and ending (i) the date that the Exchange Offer
Registration Statement or the Shelf Registration Statement, as applicable, has
again become effective, (ii) the date the Prospectus relating thereto, as
applicable, again becomes usable, or (iii) in the case of the Exchange
Offer Registration Statement being used by a Requesting Participating
Broker-Dealer, on the 180th day after the Exchange Date or, in the case of the
Shelf Registration Statement, on the first anniversary of the Closing Date.]


 


The principal of, and interest on, this Series 2009 A 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 2009 A
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 2009 A Bond
as of the close of business on the applicable Record Date (as defined in the
Forty-Sixth Supplemental Indenture), or, at the written request of the
registered owner of Series 2009 A 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 2009 A
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 2009 A Bond to the contrary, so long as
this Series 2009 A 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”), or 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 2009 A Bond.


 


The Series 2009
A Bonds are equally and ratably secured, to the extent provided in the


 


A-5

















 


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 2009 A Bond, the terms upon which this Series 2009 A Bond is
issued and secured, and the modification or amendment of the Indenture, to all
of which the registered owner of this Series 2009 A Bond assents by the
acceptance of this Series 2009 A Bond.


 


This Series 2009
A 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 principal office, upon presentation at said
office of this Series 2009 A 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 2009 A 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 2009
A Bonds or (ii) register the transfer of or exchange of any Series 2009
A Bond so selected for redemption in whole or in part, except the unredeemed
portion of a Series 2009 A Bond being redeemed in part.


 


The Series 2009
A Bonds are issuable in the form of fully registered global bonds without
coupons in the denomination of $1,000 each or any integral multiple
thereof.  Upon payment of any required
tax or other governmental charge and, subject to such conditions, the Series 2009
A 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 2009 A Bonds of the same
interest rate and in any other authorized denominations.


 


This Series 2009
A Bond shall bear interest from, and including, the date hereof to, but
excluding, March 15, 2019.  Interest
shall be payable on March 15 and September 15 of each year prior to
the maturity date of the Series 2009 A Bonds, commencing on September 15,
2009.


 


Make-Whole
Redemption: 
Oglethorpe may redeem the Series 2009 A Bonds, in whole or in part,
on any date prior to their maturity, at its option.  The Redemption Price for the Series 2009
A Bonds will be equal to the greater of:


 


·                                          100%
of the principal amount of the Series 2009 A 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 2009 A 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


 


A-6

















 


average life of the maturity of the Series 2009
A Bonds being redeemed and trading in the secondary market at the price closest
to par, and (2) 50 basis points.


 


If
less than all of the outstanding Series 2009 A Bonds are to be redeemed,
the Series 2009 A Bonds to be redeemed will be selected by the Trustee in
any method it deems fair and appropriate, and the portion of the Series 2009
A Bonds not so redeemed will be in the minimum amount of $1,000.


 


If there is no U.S. Treasury security having a life equal to the
remaining average life of the Series 2009 A 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 2009 A
Bonds being redeemed and trading in the secondary market at the price closest
to par.


 


The registered
owner of this Series 2009 A 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 2009 A Bond, do exist, have happened
and have been performed.


 


No covenant or
agreement contained in this Series 2009 A Bond, the Indenture or the
Forty-Sixth 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 2009
A Bond shall be liable personally on this Series 2009 A Bond or be subject
to any personal liability or accountability by reason of the issuance of this Series 2009
A Bond.


 


This Series 2009
A Bond shall not be entitled to any benefit under the Indenture or be valid
until this Series 2009 A 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-7














 


IN
WITNESS WHEREOF, Oglethorpe has caused this Series 2009
A 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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Jo Ann Smith

  	
   

  
	
  Assistant Secretary

  	
   

  



 


A-8

















 


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-9

















 


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

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF

  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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-Forth Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Fifth Supplemental Indenture