EXHIBIT
4.7.1(tt)


 


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-FIFTH
SUPPLEMENTAL


INDENTURE


 


Relating to the


 


Series 2008D
(Burke) Note


Series 2008E
(Burke) Note


Series 2008F
(Burke) Note


Series 2008G
(Burke) Note


Series 2008A
(Monroe) Note


 


Dated as of December 1,
2008


 


FIRST MORTGAGE OBLIGATIONS


 




 





 

















 


THIS
FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of December 1,
2008, 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-four
Supplemental Indentures (the Original Indenture, as heretofore, hereby and
hereafter supplemented and modified, the “Indenture”), and the Original
Indenture and the forty-four Supplemental Indentures have been recorded as set
forth on Schedule 1;


 


Series 2008D
Burke Bonds


 


WHEREAS,
the Development Authority of Burke County (the “Burke Authority”) has agreed to
issue $40,150,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2008D (the “Series 2008D Burke Bonds”), and
to loan the proceeds from the sale thereof to the Company pursuant to that
certain Loan Agreement, dated as of December 1, 2008, relating thereto
(the “Series 2008D Burke Loan Agreement”);


 


WHEREAS,
the Company’s obligation to repay the loan of the proceeds of the Series 2008D
Burke Bonds is evidenced by that certain Series 2008D (Burke) Note, dated
the date of its authentication (the “Series 2008D (Burke) Note”), from the
Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2008D
Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the
Trust Indenture, dated as of December 1, 2008 (the “Series 2008D
Burke Indenture”), between the Burke Authority and the Series 2008D Burke
Trustee;


 


Series 2008E
Burke Bonds


 


WHEREAS,
the Burke Authority has agreed to issue $144,750,000 in aggregate principal
amount of Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 2008E (the “Series 2008E
Burke Bonds”), and to loan the proceeds from the sale thereof to the Company
pursuant to that certain Loan Agreement, dated as of December 1, 2008,
relating thereto (the “Series 2008E Burke Loan Agreement”);


 


WHEREAS,
the Company’s obligation to repay the loan of the proceeds of the Series 2008E
Burke Bonds is evidenced by that certain Series 2008E (Burke) Note, dated
the date of its 


 


1

















 


authentication (the “Series 2008E
(Burke) Note”), from the Company to U.S. Bank National Association, as trustee
(in such capacity, the “Series 2008E Burke Trustee”), as assignee and
pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of December 1,
2008 (the “Series 2008E Burke Indenture”), between the Burke Authority and
the Series 2008E Burke Trustee;


 


Series 2008F
Burke Bonds


 


WHEREAS,
the Burke Authority has agreed to issue $21,850,000 in aggregate principal
amount of Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 2008F (the “Series 2008F
Burke Bonds”), and to loan the proceeds from the sale thereof to the Company
pursuant to that certain Loan Agreement, dated as of December 1, 2008,
relating thereto (the “Series 2008F Burke Loan Agreement”);


 


WHEREAS,
the Company’s obligation to repay the loan of the proceeds of the Series 2008F
Burke Bonds is evidenced by that certain Series 2008F (Burke) Note, dated
the date of its authentication (the “Series 2008F (Burke) Note”), from the
Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2008F
Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the
Trust Indenture, dated as of December 1, 2008 (the “Series 2008F
Burke Indenture”), between the Burke Authority and the Series 2008F Burke
Trustee;


 


Series 2008G
Burke Bonds


 


WHEREAS,
the Burke Authority has agreed to issue $22,325,000 in aggregate principal
amount of Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 2008G (the “Series 2008G
Burke Bonds;” together with the Series 2008D Burke Bonds, Series 2008E
Burke Bonds and the Series 2008F Burke Bonds, the “Burke Bonds”), and to
loan the proceeds from the sale thereof to the Company pursuant to that certain
Loan Agreement, dated as of December 1, 2008, relating thereto (the “Series 2008G
Burke Loan Agreement”);


 


WHEREAS,
the Company’s obligation to repay the loan of the proceeds of the Series 2008G
Burke Bonds is evidenced by that certain Series 2008G (Burke) Note, dated
the date of its authentication (the “Series 2008G (Burke) Note”), from the
Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2008G
Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the
Trust Indenture, dated as of December 1, 2008 (the “Series 2008G
Burke Indenture”), between the Burke Authority and the Series 2008G Burke
Trustee;


 


Series 2008A
Monroe Bonds


 


WHEREAS,
the Development Authority of Monroe County (the “Monroe Authority”) has agreed
to issue $19,275,000 in aggregate principal amount of Development Authority of
Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Scherer Project), Series 2008A (the “Series 2008A Monroe Bonds”), and
to loan the proceeds from the 


 


2

















 


sale thereof to the Company pursuant to that
certain Loan Agreement, dated as of December 1, 2008, relating thereto
(the “Series 2008A Monroe Loan Agreement”);


 


WHEREAS,
the Company’s obligation to repay the loan of the proceeds of the Series 2008A
Monroe Bonds is evidenced by that certain Series 2008A (Monroe) Note, dated
the date of its authentication (the “Series 2008A (Monroe) Note”), from
the Company to U.S. Bank National Association, as trustee (in such capacity,
the “Series 2008A Monroe Trustee”), as assignee and pledgee of the Monroe
Authority pursuant to the Trust Indenture, dated as of December 1, 2008  (the “Series 2008A Monroe Indenture”), between the
Monroe Authority and the Series 2008A Monroe Trustee;


 


WHEREAS, the Company will use the proceeds from the sale of the
Burke Bonds to repay indebtedness incurred to redeem (i) the Burke
Authority’s Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2006A, (ii) the Burke Authority’s Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2006B-1,
(iii) the Burke Authority’s Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project), Series 2006B-2, (iv) the Burke
Authority’s Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2006B-3 and (v) the Burke Authority’s
Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2006B-4;


 


WHEREAS, the Company will use the proceeds from the sale of the Series 2008A
Monroe Bonds (i) to refinance the portion of the Monroe Authority’s Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A,
maturing on January 1, 2009 and (ii) to repay indebtedness incurred
to redeem the Monroe Authority’s Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Scherer Project), Series 2006A;


 


WHEREAS,
the Company desires to execute and deliver this Forty-Fifth Supplemental
Indenture, in accordance with the provisions of the Original Indenture, for the
purpose of providing for the creation and designation of the Series 2008D
(Burke) Note, the Series 2008E (Burke) Note, the Series 2008F (Burke)
Note, the Series 2008G (Burke) Note and the Series 2008A (Monroe)
Note (collectively, the “Notes”) 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, interest, and premium, if any, on the Notes, to make the
Notes 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 Notes, in accordance with its terms, have been
done 


 


3

















 


and taken; and the execution and delivery of
this Forty-Fifth Supplemental Indenture has been in all respects duly
authorized by the Company.


 


NOW,
THEREFORE, THIS FORTY-FIFTH 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 Notes, 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 Notes are secured, and in consideration of the
premises thereof and hereof, the Company by these presents does grant, bargain,
sell, alienate, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, set over and confirm to the Trustee, and its successors
and assigns in the trust created thereby and hereby, in trust, all property,
rights, privileges and franchises (other than Excepted Property or Excludable
Property) of the Company, whether now owned or hereafter acquired, of the
character described in the Granting Clauses of the Original Indenture, wherever
located, including all such property, rights, privileges and franchises
acquired since the date of execution of the Original Indenture, subject to all
exceptions, reservations and matters of the character referred to in the
Indenture, and does grant a security interest therein for the purposes
expressed herein and in the Original Indenture subject in all cases to Sections
5.2 and 11.2 B of the Original Indenture and to the rights of the Company under
the Original Indenture, including the rights set forth in Article V
thereof; but expressly excepting and excluding from the lien and operation of
the Indenture all properties of the character specifically excepted as “Excepted
Property” or “Excludable Property” in the Original Indenture to the extent
contemplated thereby.


 


PROVIDED,
HOWEVER, that if, upon the occurrence of an Event of
Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14
of the Original Indenture or any receiver appointed pursuant to statutory
provision or order of court, shall have entered into possession of all or
substantially all of the Trust Estate, all the Excepted Property described or
referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the
Original Indenture then owned or thereafter acquired by the Company, shall
immediately, and, in the case of any Excepted Property described or referred to
in Paragraphs I, J, L, N and P of “Excepted Property” in the Original Indenture
(excluding the property described in Section 2 of Exhibit B in
the Original Indenture), upon demand of the Trustee or such other trustee or
receiver, become subject to the lien of the Indenture to the extent permitted
by law, and the Trustee or such other trustee or receiver may, to the extent
permitted by law, at the same time likewise take possession thereof, and
whenever all Events of Default shall have been cured and the possession of all
or substantially all of the Trust Estate shall have been restored to the
Company, such Excepted Property shall again be excepted and excluded from the
lien of the Indenture to the extent and otherwise as hereinabove set forth and
as set forth in the Indenture.


 


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


 


TO
HAVE AND TO HOLD all such property, rights, privileges
and franchises hereby and hereafter (by a Supplemental Indenture or otherwise)
granted, bargained, sold, alienated, 


 


4

















 


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-FIFTH 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 Notes
are to be authenticated and delivered and the Trust Estate is to be held and
applied by the Trustee, subject to the covenants, conditions and trusts set
forth herein and in the Indenture, and the Company does hereby covenant and
agree to and with the Trustee, for the equal and proportionate benefit of all
Holders of the Outstanding Secured Obligations, as follows:


 


5

















 


ARTICLE I


 


THE NOTES AND CERTAIN PROVISIONS RELATING
THERETO


 


Section 1.1            Authorization and Terms of the
Notes.


 


A.            The Series 2008D
(Burke) Note


 


There shall be created and
established an Additional Obligation in the form of a promissory note known as
and entitled the “Series 2008D (Burke) Note” (the “Series 2008D
(Burke) Note”), the form, terms and conditions of which shall be substantially
as set forth in or prescribed pursuant to this Section and Section 1.2
A hereof.  The aggregate principal amount
of the Series 2008D (Burke) Note which shall be authenticated and
delivered and Outstanding at any one time is limited to $40,150,000.


 


The Series 2008D (Burke)
Note shall be dated the date of its authentication.  The Series 2008D (Burke) Note shall
mature on January 1, 2040 and shall bear interest from the date of its
authentication to the date of its maturity at rates calculated as provided for
in the form of note prescribed pursuant to Section 1.2 A hereof.  The Series 2008D (Burke) Note shall be
authenticated and delivered to, and made payable to, U.S. Bank National
Association, as the Series 2008D Burke Trustee.


 


All payments made on the Series 2008D
(Burke) Note shall be made to the Series 2008D Burke Trustee at its
corporate office in Atlanta, Georgia, in lawful money of the United States of
America which will be immediately available on the date payment is due.


 


B.            The Series 2008E
(Burke) Note


 


There shall be created and
established an Additional Obligation in the form of a promissory note known as
and entitled the “Series 2008E (Burke) Note” (the “Series 2008E (Burke)
Note”), the form, terms and conditions of which shall be substantially as set
forth in or prescribed pursuant to this Section and Section 1.2 B
hereof.  The aggregate principal amount
of the Series 2008E (Burke) Note which shall be authenticated and
delivered and Outstanding at any one time is limited to $144,750,000.


 


The Series 2008E (Burke)
Note shall be dated the date of its authentication.  The Series 2008E (Burke) Note shall
mature on January 1, 2023 and shall bear interest from the date of its
authentication to the date of its maturity at rates calculated as provided for
in the form of note prescribed pursuant to Section 1.2 B hereof.  The Series 2008E (Burke) Note shall be
authenticated and delivered to, and made payable to, U.S. Bank National
Association, as the Series 2008E Burke Trustee.


 


6

















 


All payments
made on the Series 2008E (Burke) Note shall be made to the Series 2008E
Burke Trustee at its corporate office in Atlanta, Georgia, in lawful money of
the United States of America which will be immediately available on the date
payment is due.


 


C.            The Series 2008F
(Burke) Note


 


There shall be created and
established an Additional Obligation in the form of a promissory note known as
and entitled the “Series 2008F (Burke) Note” (the “Series 2008F
(Burke) Note”), the form, terms and conditions of which shall be substantially
as set forth in or prescribed pursuant to this Section and Section 1.2
C hereof.  The aggregate principal amount
of the Series 2008F (Burke) Note which shall be authenticated and
delivered and Outstanding at any one time is limited to $21,850,000.


 


The Series 2008F (Burke)
Note shall be dated the date of its authentication.  The Series 2008F (Burke) Note shall
mature on January 1, 2039 and shall bear interest from the date of its
authentication to the date of its maturity at rates calculated as provided for
in the form of note prescribed pursuant to Section 1.2 C hereof.  The Series 2008F (Burke) Note shall be
authenticated and delivered to, and made payable to, U.S. Bank National
Association, as the Series 2008F Burke Trustee.


 


All payments
made on the Series 2008F (Burke) Note shall be made to the Series 2008F
Burke Trustee at its corporate office in Atlanta, Georgia, in lawful money of
the United States of America which will be immediately available on the date
payment is due.


 


D.            The Series 2008G
(Burke) Note


 


There shall be created and
established an Additional Obligation in the form of a promissory note known as
and entitled the “Series 2008G (Burke) Note” (the “Series 2008G
(Burke) Note”), the form, terms and conditions of which shall be substantially
as set forth in or prescribed pursuant to this Section and Section 1.2
C hereof.  The aggregate principal amount
of the Series 2008G (Burke) Note which shall be authenticated and
delivered and Outstanding at any one time is limited to $22,325,000.


 


The Series 2008G (Burke)
Note shall be dated the date of its authentication.  The Series 2008G (Burke) Note shall
mature on January 1, 2039 and shall bear interest from the date of its
authentication to the date of its maturity at rates calculated as provided for
in the form of note prescribed pursuant to Section 1.2 C hereof.  The Series 2008G (Burke) Note shall be
authenticated and delivered to, and made payable to, U.S. Bank National
Association, as the Series 2008G Burke Trustee.


 


All payments
made on the Series 2008G (Burke) Note shall be made to the Series 2008G
Burke Trustee at its corporate office in Atlanta, Georgia, in lawful money of
the United States of America which will be immediately available on the date
payment is due.


 


E.              The
Series 2008A (Monroe) Note


 


There shall be created and
established an Additional Obligation in the form of a promissory note known as
and entitled the “Series 2008A (Monroe) Note” (the “Series 2008A 


 


7














 


(Monroe) Note”), the form, terms and
conditions of which shall be substantially as set forth in or prescribed
pursuant to this Section and Section 1.2 F hereof.  The aggregate principal amount of the Series 2008A
(Monroe) Note which shall be authenticated and delivered and Outstanding at any
one time is limited to $19,275,000.


 


The Series 2008A (Monroe)
Note shall be dated the date of its authentication.  The Series 2008A (Monroe) Note shall
mature on January 1, 2038 and shall bear interest from the date of its
authentication to the date of its maturity at rates calculated as provided for
in the form of note prescribed pursuant to Section 1.2 F hereof.  The Series 2008A (Monroe) Note shall be
authenticated and delivered to, and made payable to, U.S. Bank National
Association, as the Series 2008A Monroe Trustee.


 


All payments made on the Series 2008A
(Monroe) Note shall be made to the Series 2008A Monroe Trustee at its
corporate office in Atlanta, Georgia, in lawful money of the United States of
America which will be immediately available on the date payment is due.


 


Section 1.2            Form of the Notes.


 


A.            The Series 2008D
(Burke) Note


 


The Series 2008D (Burke)
Note and the Trustee’s certificate of authentication for the Series 2008D
(Burke) Note 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.


 


B.            The Series 2008E
(Burke) Note


 


The Series 2008E (Burke)
Note and the Trustee’s certificate of authentication for the Series 2008E
(Burke) Note shall be substantially in the form of Exhibit B
attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted in the Original Indenture.


 


C.            The Series 2008F
(Burke) Note


 


The Series 2008F (Burke)
Note and the Trustee’s certificate of authentication for the Series 2008F
(Burke) Note shall be substantially in the form of Exhibit C
attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted in the Original Indenture.


 


D.            The Series 2008G
(Burke) Note


 


The Series 2008G (Burke)
Note and the Trustee’s certificate of authentication for the Series 2008G
(Burke) Note shall be substantially in the form of Exhibit D
attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted in the Original Indenture.


 


8

















 


E.              The Series 2008A
(Monroe) Note


 


The Series 2008A (Monroe)
Note and the Trustee’s certificate of authentication for the Series 2008A
(Monroe) Note shall be substantially in the form of Exhibit E
attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted in the Original Indenture.


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1            This
Forty-Fifth 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 Notes 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-Fifth Supplemental Indenture shall have the same meanings assigned to
them in the Original Indenture, except in cases where the context clearly
indicates otherwise.


 


Section 2.2            All
recitals in this Forty-Fifth 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 2.3            Whenever in
this Forty-Fifth 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-Fifth 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 2.4            Nothing in
this Forty-Fifth 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-Fifth Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions, stipulations,
promises and agreements in this Forty-Fifth 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 2.5            This
Forty-Fifth 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 


 


9

















 


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 2.6            To the
extent permitted by applicable law, this Forty-Fifth 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-Fifth 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/ Patricia
  N. Nash

  
	
  by the Company in the presence of:

  	
   

  	
   

  	
  Patricia N. Nash

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
  /s/ Paulette
  Hurteau

  	
   

  	
   

  	
  [CORPORATE SEAL]

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Thomas
  J. Brendiar

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission expires:

  	
  1/27/09

  	
   

  	
   

  
							



 


 


[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 by the Trustee in the Presence of:

  	
   

  	
   

  	
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Muriel Shaw

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Marcia Williams

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission expires:

  	
  5/7/12

  	
   

  	
   

  
					



 

















 


Exhibit A


 


Form of
Series 2008D (Burke) Note


 


THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT
ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF
DECEMBER 1, 2008, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE.


 


OGLETHORPE POWER CORPORATION


(AN ELECTRIC MEMBERSHIP CORPORATION)


 


SERIES 2008D (BURKE) NOTE DATE: DECEMBER 16,
2008


 


(VOGTLE PROJECT)


 


OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) (“Oglethorpe”),
an electric membership corporation organized and existing under the laws of the
State of Georgia, for value received and in consideration of the agreement of
the Development Authority of Burke County (the “Burke Authority”) to issue
$40,150,000 in aggregate principal amount of Development Authority of Burke
County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 2008D (the “Series 2008D (Burke) Bonds”) and to loan
the proceeds thereof to Oglethorpe, hereby promises to pay to U.S. Bank
National Association (the “Series 2008D (Burke) Trustee”), as assignee and
pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated
as of December 1, 2008, from the Burke Authority to the Series 2008D
(Burke) Trustee (the “Series 2008D (Burke) Indenture”), or its successor
in trust, the principal sum of $40,150,000, together with interest and
prepayment premium (if any) thereon as follows:


 


(a)           on or before each
Interest Payment Date (as defined in the Series 2008D (Burke) Indenture),
a sum which will equal the interest on the Series 2008D (Burke) Bonds
which will become due on such Interest Payment Date on the Series 2008D
(Burke) Bonds;


 


(b)           on or before January 1,
2040, a sum which will equal the principal amount of the Series 2008D
(Burke) Bonds which will become due on January 1, 2040; and


 


(c)           on or before any
redemption date for the Series 2008D (Burke) Bonds, a sum equal to the
principal of, redemption premium (if any) and interest on, the Series 2008D
(Burke) Bonds which are to be redeemed on such date.


 


This Series 2008D (Burke) Note evidences the Loan (as defined in
the Series 2008D (Burke) Loan Agreement hereinafter referred to) by the
Burke Authority to Oglethorpe and the obligation of Oglethorpe to repay the
same and shall be governed by and shall be payable in accordance with the
terms, conditions and provisions of the Loan Agreement, dated as of 


 


A-1

















 


December 1, 2008 (the “Series 2008D (Burke) Loan Agreement”),
between the Burke Authority and Oglethorpe, pursuant to which the Burke
Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2008D
(Burke) Bonds.


 


This Series 2008D (Burke) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented
and as supplemented by the Forty-Fifth Supplemental Indenture, dated as of December 1,
2008 (the “Forty-Fifth Supplemental Indenture”), between Oglethorpe, as
grantor, and U.S. Bank National Association, successor to SunTrust Bank,
Atlanta, as trustee (in such capacity, the “Indenture Trustee”) (the Original
Indenture, as supplemented, the “Indenture”). 
Reference is hereby made to the Indenture for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee
and the holder of this Series 2008D (Burke) Note and of the terms upon
which this Series 2008D (Burke) Note is authenticated and delivered.  This Series 2008D (Burke) Note is
created by the Forty-Fifth Supplemental Indenture and designated as the “Series 2008D
(Burke) Note.”


 


All payments hereon are to be made to the Series 2008D (Burke)
Trustee at its office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due.  As set forth in Section 4.7 of the Series 2008D
(Burke) Loan Agreement, the obligation of Oglethorpe to make the payments
required hereunder shall be absolute and unconditional.


 


Oglethorpe shall be entitled to certain credits against payments
required to be made hereunder as provided in Section 4.3 of the Series 2008D
(Burke) Loan Agreement.


 


This Series 2008D (Burke) Note may be prepaid upon the terms and
conditions set forth in Article 8 of the Series 2008D (Burke) Loan
Agreement.


 


If the Series 2008D (Burke) Trustee shall accelerate payment of
the Series 2008D (Burke) Bonds, all payments on this Series 2008D
(Burke) Note shall be declared due and payable in the manner and with the
effect provided in the Series 2008D (Burke) Loan Agreement.  The Series 2008D (Burke) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2008D (Burke) Trustee.


 


No recourse shall be had for the payments required hereby or for any
claim based herein or in the Series 2008D (Burke) Loan Agreement or in the
Indenture against any officer, director or member, past, present or future, of
Oglethorpe as such, either directly or through Oglethorpe, or under any
constitutional provision, statute or rule of law or by the enforcement of
any assessment or by any legal or equitable proceedings or otherwise.


 


This Series 2008D
(Burke) Note shall not be entitled to any benefit under the Indenture and shall
not become valid or obligatory for any purposes until the Indenture Trustee
shall have signed the form of authentication certificate endorsed hereon.


 


A-2

















 


This Series 2008D (Burke) Note shall be governed by and construed
in accordance with the laws of the State of Georgia.


 


IN
WITNESS WHEREOF, Oglethorpe has caused this Series 2008D
(Burke) Note to be executed in its corporate name by its Chief Financial
Officer and attested by its Secretary and its corporate seal to be hereunto
affixed.


 


 


	
   

  	
  OGLETHORPE POWER CORPORATION

  
	
   

  	
  (AN ELECTRIC MEMBERSHIP CORPORATION)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  (SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patricia N. Nash

  	
   

  
	
  Secretary

  	
   

  
				



 


A-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

  



 


A-4

















 


Exhibit B


 


Form of
Series 2008E (Burke) Note


 


THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT
ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF
DECEMBER 1, 2008, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE.


 


OGLETHORPE POWER CORPORATION


(AN ELECTRIC MEMBERSHIP CORPORATION)


 


SERIES 2008E (BURKE) NOTE DATE: DECEMBER 16,
2008


 


(VOGTLE PROJECT)


 


OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
(“Oglethorpe”), an electric membership corporation organized and existing under
the laws of the State of Georgia, for value received and in consideration of
the agreement of the Development Authority of Burke County (the “Burke
Authority”) to issue $144,750,000 in aggregate principal amount of Development
Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 2008E (the “Series 2008E (Burke)
Bonds”) and to loan the proceeds thereof to Oglethorpe, hereby promises to pay
to U.S. Bank National Association (the “Series 2008E (Burke) Trustee”), as
assignee and pledgee of the Burke Authority, acting pursuant to the Trust
Indenture, dated as of December 1, 2008, from the Burke Authority to the Series 2008E
(Burke) Trustee (the “Series 2008E (Burke) Indenture”), or its successor
in trust, the principal sum of $144,750,000, together with interest and
prepayment premium (if any) thereon as follows:


 


(a)           on or before each
Interest Payment Date (as defined in the Series 2008E (Burke) Indenture),
a sum which will equal the interest on the Series 2008E (Burke) Bonds
which will become due on such Interest Payment Date on the Series 2008E
(Burke) Bonds;


 


(b)           on or before January 1,
2020, a sum which will equal the principal amount of the Series 2008E
(Burke) Bonds which will become due on January 1, 2020;


 


(c)           on or before January 1,
2021, a sum which will equal the principal amount of the Series 2008E
(Burke) Bonds which will become due on January 1, 2021;


 


(d)           on or before January 1,
2022, a sum which will equal the principal amount of the Series 2008E
(Burke) Bonds which will become due on January 1, 2022;


 


(e)           on or before January 1,
2023, a sum which will equal the principal amount of the Series 2008E
(Burke) Bonds which will become due on January 1, 2023; and


 


B-1

















 


(f)            on or before any
redemption date for the Series 2008E (Burke) Bonds, a sum equal to the
principal of, redemption premium (if any) and interest on, the Series 2008E
(Burke) Bonds which are to be redeemed on such date.


 


This Series 2008E (Burke) Note evidences the Loan (as defined in
the Series 2008E (Burke) Loan Agreement hereinafter referred to) by the
Burke Authority to Oglethorpe and the obligation of Oglethorpe to repay the
same and shall be governed by and shall be payable in accordance with the
terms, conditions and provisions of the Loan Agreement, dated as of December 1,
2008 (the “Series 2008E (Burke) Loan Agreement”), between the Burke
Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to
loan to Oglethorpe the proceeds from the sale of the Series 2008E (Burke)
Bonds.


 


This Series 2008E (Burke) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented
and as supplemented by the Forty-Fifth Supplemental Indenture, dated as of December 1,
2008 (the “Forty-Fifth Supplemental Indenture”), between Oglethorpe, as
grantor, and U.S. Bank National Association, successor to SunTrust Bank,
Atlanta, as trustee (in such capacity, the “Indenture Trustee”) (the Original
Indenture, as supplemented, the “Indenture”). 
Reference is hereby made to the Indenture for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee
and the holder of this Series 2008E (Burke) Note and of the terms upon
which this Series 2008E (Burke) Note is authenticated and delivered.  This Series 2008E (Burke) Note is
created by the Forty-Fifth Supplemental Indenture and designated as the “Series 2008E
(Burke) Note.”


 


All payments hereon are to be made to the Series 2008E (Burke)
Trustee at its office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due.  As set forth in Section 4.7 of the Series 2008E
(Burke) Loan Agreement, the obligation of Oglethorpe to make the payments
required hereunder shall be absolute and unconditional.


 


Oglethorpe shall be entitled to certain credits against payments
required to be made hereunder as provided in Section 4.3 of the Series 2008E
(Burke) Loan Agreement.


 


This Series 2008E (Burke) Note may be prepaid upon the terms and
conditions set forth in Article 8 of the Series 2008E (Burke) Loan
Agreement.


 


If the Series 2008E (Burke) Trustee shall accelerate payment of
the Series 2008E (Burke) Bonds, all payments on this Series 2008E
(Burke) Note shall be declared due and payable in the manner and with the effect
provided in the Series 2008E (Burke) Loan Agreement.  The Series 2008E (Burke) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2008E (Burke) Trustee.


 


No recourse shall be had for the payments required hereby or for any
claim based herein 


 


B-2














 


or in the Series 2008E (Burke) Loan Agreement or in the Indenture
against any officer, director or member, past, present or future, of Oglethorpe
as such, either directly or through Oglethorpe, or under any constitutional
provision, statute or rule of law or by the enforcement of any assessment
or by any legal or equitable proceedings or otherwise.


 


This Series 2008E
(Burke) Note shall not be entitled to any benefit under the Indenture and shall
not become valid or obligatory for any purposes until the Indenture Trustee
shall have signed the form of authentication certificate endorsed hereon.


 


This Series 2008E (Burke) Note shall be governed by and construed
in accordance with the laws of the State of Georgia.


 


IN
WITNESS WHEREOF, Oglethorpe has caused this Series 2008E
(Burke) Note to be executed in its corporate name by its Chief Financial
Officer and attested by its Secretary and its corporate seal to be hereunto
affixed.


 


 


	
   

  	
   

  	
  OGLETHORPE POWER CORPORATION

  
	
   

  	
   

  	
  (AN ELECTRIC MEMBERSHIP CORPORATION)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patricia N. Nash

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


B-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

  



 


B-4

















 


Exhibit C


 


Form of
Series 2008F (Burke) Note


 


THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT
ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF
DECEMBER 1, 2008, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE.


 


OGLETHORPE POWER CORPORATION


(AN ELECTRIC MEMBERSHIP CORPORATION)


 


SERIES 2008F (BURKE) NOTE DATE: DECEMBER 16,
2008


 


(VOGTLE PROJECT)


 


OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) (“Oglethorpe”),
an electric membership corporation organized and existing under the laws of the
State of Georgia, for value received and in consideration of the agreement of
the Development Authority of Burke County (the “Burke Authority”) to issue
$21,850,000 in aggregate principal amount of Development Authority of Burke
County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 2008F (the “Series 2008F (Burke) Bonds”) and to loan
the proceeds thereof to Oglethorpe, hereby promises to pay to U.S. Bank
National Association (the “Series 2008F (Burke) Trustee”), as assignee and
pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated
as of December 1, 2008, from the Burke Authority to the Series 2008F
(Burke) Trustee (the “Series 2008F (Burke) Indenture”), or its successor
in trust, the principal sum of $21,850,000, together with interest and
prepayment premium (if any) thereon as follows:


 


(a)           on or before each
Interest Payment Date (as defined in the Series 2008F (Burke) Indenture),
a sum which will equal the interest on the Series 2008F (Burke) Bonds
which will become due on such Interest Payment Date on the Series 2008F
(Burke) Bonds;


 


(b)           on or before January 1,
2039, a sum which will equal the principal amount of the Series 2008F
(Burke) Bonds which will become due on January 1, 2039; and


 


(c)           on or before any
redemption date for the Series 2008F (Burke) Bonds, a sum equal to the
principal of, redemption premium (if any) and interest on, the Series 2008F
(Burke) Bonds which are to be redeemed on such date.


 


This Series 2008F (Burke) Note evidences the Loan (as defined in
the Series 2008F (Burke) Loan Agreement hereinafter referred to) by the
Burke Authority to Oglethorpe and the obligation of Oglethorpe to repay the
same and shall be governed by and shall be payable in accordance with the
terms, conditions and provisions of the Loan Agreement, dated as of December 1,
2008 (the “Series 2008F (Burke) Loan Agreement”), between the Burke
Authority 


 


C-1

















 


and Oglethorpe, pursuant to which the Burke Authority has agreed to
loan to Oglethorpe the proceeds from the sale of the Series 2008F (Burke)
Bonds.


 


This Series 2008F (Burke) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented
and as supplemented by the Forty-Fifth Supplemental Indenture, dated as of December 1,
2008 (the “Forty-Fifth Supplemental Indenture”), between Oglethorpe, as
grantor, and U.S. Bank National Association, successor to SunTrust Bank,
Atlanta, as trustee (in such capacity, the “Indenture Trustee”) (the Original
Indenture, as supplemented, the “Indenture”). 
Reference is hereby made to the Indenture for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee
and the holder of this Series 2008F (Burke) Note and of the terms upon
which this Series 2008F (Burke) Note is authenticated and delivered.  This Series 2008F (Burke) Note is
created by the Forty-Fifth Supplemental Indenture and designated as the “Series 2008F
(Burke) Note.”


 


All payments hereon are to be made to the Series 2008F (Burke)
Trustee at its office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due.  As set forth in Section 4.7 of the Series 2008F
(Burke) Loan Agreement, the obligation of Oglethorpe to make the payments
required hereunder shall be absolute and unconditional.


 


Oglethorpe shall be entitled to certain credits against payments
required to be made hereunder as provided in Section 4.3 of the Series 2008F
(Burke) Loan Agreement.


 


This Series 2008F (Burke) Note may be prepaid upon the terms and
conditions set forth in Article 8 of the Series 2008F (Burke) Loan
Agreement.


 


If the Series 2008F (Burke) Trustee shall accelerate payment of
the Series 2008F (Burke) Bonds, all payments on this Series 2008F
(Burke) Note shall be declared due and payable in the manner and with the
effect provided in the Series 2008F (Burke) Loan Agreement.  The Series 2008F (Burke) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2008F (Burke) Trustee.


 


No recourse shall be had for the payments required hereby or for any
claim based herein or in the Series 2008F (Burke) Loan Agreement or in the
Indenture against any officer, director or member, past, present or future, of
Oglethorpe as such, either directly or through Oglethorpe, or under any
constitutional provision, statute or rule of law or by the enforcement of
any assessment or by any legal or equitable proceedings or otherwise.


 


C-2

















 


This Series 2008F
(Burke) Note shall not be entitled to any benefit under the Indenture and shall
not become valid or obligatory for any purposes until the Indenture Trustee
shall have signed the form of authentication certificate endorsed hereon.


 


This Series 2008F
(Burke) Note shall be governed by and construed in accordance with the laws of
the State of Georgia.


 


IN
WITNESS WHEREOF, Oglethorpe has caused this Series 2008F
(Burke) Note to be executed in its corporate name by its Chief Financial
Officer and attested by its Secretary and its corporate seal to be hereunto
affixed.


 


	
   

  	
   

  	
  OGLETHORPE POWER CORPORATION

  
	
   

  	
   

  	
  (AN ELECTRIC MEMBERSHIP CORPORATION)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patricia N. Nash

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


C-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

  



 


C-4

















 


Exhibit D


 


Form of
Series 2008G (Burke) Note


 


THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT
ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF
DECEMBER 1, 2008, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE.


 


OGLETHORPE POWER CORPORATION


(AN ELECTRIC MEMBERSHIP CORPORATION)


 


SERIES 2008G (BURKE) NOTE DATE: DECEMBER 16,
2008


 


(VOGTLE PROJECT)


 


OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) (“Oglethorpe”),
an electric membership corporation organized and existing under the laws of the
State of Georgia, for value received and in consideration of the agreement of
the Development Authority of Burke County (the “Burke Authority”) to issue
$22,325,000 in aggregate principal amount of Development Authority of Burke
County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 2008G (the “Series 2008G (Burke) Bonds”) and to loan
the proceeds thereof to Oglethorpe, hereby promises to pay to U.S. Bank
National Association (the “Series 2008G (Burke) Trustee”), as assignee and
pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated
as of December 1, 2008, from the Burke Authority to the Series 2008G
(Burke) Trustee (the “Series 2008G (Burke) Indenture”), or its successor
in trust, the principal sum of $22,325,000, together with interest and
prepayment premium (if any) thereon as follows:


 


(a)           on or before each
Interest Payment Date (as defined in the Series 2008G (Burke) Indenture),
a sum which will equal the interest on the Series 2008G (Burke) Bonds
which will become due on such Interest Payment Date on the Series 2008G
(Burke) Bonds;


 


(b)           on or before January 1,
2039, a sum which will equal the principal amount of the Series 2008G
(Burke) Bonds which will become due on January 1, 2039; and


 


(c)           on or before any
redemption date for the Series 2008G (Burke) Bonds, a sum equal to the
principal of, redemption premium (if any) and interest on, the Series 2008G
(Burke) Bonds which are to be redeemed on such date.


 


This Series 2008G (Burke) Note evidences the Loan (as defined in
the Series 2008G (Burke) Loan Agreement hereinafter referred to) by the
Burke Authority to Oglethorpe and the obligation of Oglethorpe to repay the
same and shall be governed by and shall be payable in accordance with the
terms, conditions and provisions of the Loan Agreement, dated as of December 1,
2008 (the “Series 2008G (Burke) Loan Agreement”), between the Burke
Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to
loan to Oglethorpe the 


 


D-1

















 


proceeds from the sale of the Series 2008G (Burke) Bonds.


 


This Series 2008G (Burke) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented
and as supplemented by the Forty-Fifth Supplemental Indenture, dated as of December 1,
2008 (the “Forty-Fifth Supplemental Indenture”), between Oglethorpe, as
grantor, and U.S. Bank National Association, successor to SunTrust Bank,
Atlanta, as trustee (in such capacity, the “Indenture Trustee”) (the Original Indenture,
as supplemented, the “Indenture”). 
Reference is hereby made to the Indenture for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee
and the holder of this Series 2008G (Burke) Note and of the terms upon
which this Series 2008G (Burke) Note is authenticated and delivered.  This Series 2008G (Burke) Note is
created by the Forty-Fifth Supplemental Indenture and designated as the “Series 2008G
(Burke) Note.”


 


All payments hereon are to be made to the Series 2008G (Burke)
Trustee at its office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due.  As set forth in Section 4.7 of the Series 2008G
(Burke) Loan Agreement, the obligation of Oglethorpe to make the payments
required hereunder shall be absolute and unconditional.


 


Oglethorpe shall be entitled to certain credits against payments
required to be made hereunder as provided in Section 4.3 of the Series 2008G
(Burke) Loan Agreement.


 


This Series 2008G (Burke) Note may be prepaid upon the terms and
conditions set forth in Article 8 of the Series 2008G (Burke) Loan
Agreement.


 


If the Series 2008G (Burke) Trustee shall accelerate payment of
the Series 2008G (Burke) Bonds, all payments on this Series 2008G
(Burke) Note shall be declared due and payable in the manner and with the
effect provided in the Series 2008G (Burke) Loan Agreement.  The Series 2008G (Burke) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2008G (Burke) Trustee.


 


No recourse shall be had for the payments required hereby or for any
claim based herein or in the Series 2008G (Burke) Loan Agreement or in the
Indenture against any officer, director or member, past, present or future, of
Oglethorpe as such, either directly or through Oglethorpe, or under any
constitutional provision, statute or rule of law or by the enforcement of
any assessment or by any legal or equitable proceedings or otherwise.


 


D-2

















 


This Series 2008G
(Burke) Note shall not be entitled to any benefit under the Indenture and shall
not become valid or obligatory for any purposes until the Indenture Trustee
shall have signed the form of authentication certificate endorsed hereon.


 


This Series 2008G
(Burke) Note shall be governed by and construed in accordance with the laws of
the State of Georgia.


 


IN
WITNESS WHEREOF, Oglethorpe has caused this Series 2008G
(Burke) Note to be executed in its corporate name by its Chief Financial
Officer and attested by its Secretary and its corporate seal to be hereunto affixed.


 


	
   

  	
   

  	
  OGLETHORPE POWER CORPORATION

  
	
   

  	
   

  	
  (AN ELECTRIC MEMBERSHIP CORPORATION)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patricia N. Nash

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


D-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

  



 


D-4














 


Exhibit E


 


Form of
Series 2008A (Monroe) Note


 


THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT
ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF
DECEMBER 1, 2008, BETWEEN THE DEVELOPMENT AUTHORITY OF MONROE COUNTY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE.


 


OGLETHORPE POWER CORPORATION


(AN ELECTRIC MEMBERSHIP CORPORATION)


 


SERIES 2008A (MONROE) NOTE DATE: DECEMBER 16,
2008


 


(SCHERER PROJECT)


 


OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) (“Oglethorpe”),
an electric membership corporation organized and existing under the laws of the
State of Georgia, for value received and in consideration of the agreement of
the Development Authority of Monroe County (the “Monroe Authority”) to issue
$19,275,000 in aggregate principal amount of Development Authority of Monroe
County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer
Project), Series 2008A (the “Series 2008A (Monroe) Bonds”) and to
loan the proceeds thereof to Oglethorpe, hereby promises to pay to U.S. Bank
National Association (the “Series 2008A (Monroe) Trustee”), as assignee
and pledgee of the Monroe Authority, acting pursuant to the Trust Indenture,
dated as of December 1, 2008, from the Monroe Authority to the Series 2008A
(Monroe) Trustee (the “Series 2008A (Monroe) Indenture”), or its successor
in trust, the principal sum of $19,275,000, together with interest and
prepayment premium (if any) thereon as follows:


 


(a)           on or before each
Interest Payment Date (as defined in the Series 2008A (Monroe) Indenture),
a sum which will equal the interest on the Series 2008A (Monroe) Bonds
which will become due on such Interest Payment Date on the Series 2008A
(Monroe) Bonds;


 


(b)           on or before January 1,
2038, a sum which will equal the principal amount of the Series 2008A
(Monroe) Bonds which will become due on January 1, 2038; and


 


(c)           on or before any
redemption date for the Series 2008A (Monroe) Bonds, a sum equal to the
principal of, redemption premium (if any) and interest on, the Series 2008A
(Monroe) Bonds which are to be redeemed on such date.


 


This Series 2008A (Monroe) Note evidences the Loan (as defined in
the Series 2008A (Monroe) Loan Agreement hereinafter referred to) by the
Monroe Authority to Oglethorpe and the obligation of Oglethorpe to repay the
same and shall be governed by and shall be payable in accordance with the
terms, conditions and provisions of the Loan Agreement, dated as of December 1,
2008 (the “Series 2008A (Monroe) Loan Agreement”), between the Monroe
Authority and Oglethorpe, pursuant to which the Monroe Authority has agreed to
loan to 


 


E-1

















 


Oglethorpe the proceeds from the sale of the Series 2008A (Monroe)
Bonds.


 


This Series 2008A (Monroe) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented
and as supplemented by the Forty-Fifth Supplemental Indenture, dated as of December 1,
2008 (the “Forty-Fifth Supplemental Indenture”), between Oglethorpe, as
grantor, and U.S. Bank National Association, successor to SunTrust Bank,
Atlanta, as trustee (in such capacity, the “Indenture Trustee”) (the Original
Indenture, as supplemented, the “Indenture”). 
Reference is hereby made to the Indenture for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee
and the holder of this Series 2008A (Monroe) Note and of the terms upon
which this Series 2008A (Monroe) Note is authenticated and delivered.  This Series 2008A (Monroe) Note is
created by the Forty-Fifth Supplemental Indenture and designated as the “Series 2008A
(Monroe) Note.”


 


All payments hereon are to be made to the Series 2008A (Monroe)
Trustee at its office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due.  As set forth in Section 4.7 of the Series 2008A
(Monroe) Loan Agreement, the obligation of Oglethorpe to make the payments
required hereunder shall be absolute and unconditional.


 


Oglethorpe shall be entitled to certain credits against payments
required to be made hereunder as provided in Section 4.3 of the Series 2008A
(Monroe) Loan Agreement.


 


This Series 2008A (Monroe) Note may be prepaid upon the terms and
conditions set forth in Article 8 of the Series 2008A (Monroe) Loan
Agreement.


 


If the Series 2008A (Monroe) Trustee shall accelerate payment of
the Series 2008A (Monroe) Bonds, all payments on this Series 2008A
(Monroe) Note shall be declared due and payable in the manner and with the
effect provided in the Series 2008A (Monroe) Loan Agreement.  The Series 2008A (Monroe) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2008A (Monroe) Trustee.


 


No recourse shall be had for the payments required hereby or for any
claim based herein or in the Series 2008A (Monroe) Loan Agreement or in
the Indenture against any officer, director or member, past, present or future,
of Oglethorpe as such, either directly or through Oglethorpe, or under any
constitutional provision, statute or rule of law or by the enforcement of
any assessment or by any legal or equitable proceedings or otherwise.


 


This Series 2008A (Monroe) Note shall not be entitled to any
benefit under the Indenture and shall not become valid or obligatory for any
purposes until the Indenture Trustee shall have signed the form of
authentication certificate endorsed hereon.


 


This Series 2008A (Monroe) Note shall be governed by and construed
in accordance with the laws of the State of Georgia.


 


E-2

















 


IN WITNESS WHEREOF,
Oglethorpe has caused this Series 2008A (Monroe) Note to be executed in
its corporate name by its Chief Financial Officer and attested by its Secretary
and its corporate seal to be hereunto affixed.


 


	
   

  	
   

  	
  OGLETHORPE POWER CORPORATION

  
	
   

  	
   

  	
  (AN ELECTRIC MEMBERSHIP CORPORATION)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabeth B. Higgins

  
	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patricia N. Nash

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


E-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

  



 


E-4

















 


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

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  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