EXHIBIT 4.1


 


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-EIGHTH
SUPPLEMENTAL


INDENTURE


 


Relating to the


Series 2009B CFC Note, Series 2009C
CFC Note and Series 2009D CFC Project Note


 


Dated as of August 1, 2009


 


FIRST MORTGAGE OBLIGATIONS


	
   

  



 

















 


THIS FORTY-EIGHTH
SUPPLEMENTAL INDENTURE, dated as of August 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”), a conformed copy of which is attached hereto
as Exhibit A to the counterpart of this Forty-Eighth Supplemental
Indenture that will be recorded in Warren County, Georgia, and such Original Indenture
is incorporated herein by reference, 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, (i) the Company has heretofore executed and delivered to
the Trustee forty-seven Supplemental Indentures (the Original Indenture, as
heretofore, hereby and hereafter supplemented and modified, the “Indenture”), (ii) the
Original Indenture and the forty-seven Supplemental Indentures have been
recorded as set forth on Schedule 1, (iii) conformed copies of
the prior forty-seven Supplemental Indentures are attached hereto as Exhibit B
to the counterpart of this Forty-Eighth Supplemental Indenture that will be
recorded in Warren County, Georgia, and (iv) such Supplemental Indentures
are incorporated herein by reference;


 


WHEREAS, the Company is
entering into that that certain Committed, Revolving Credit Facility Agreement,
dated as of August 1, 2009 (as it may be amended, modified, supplemented
or extended from time to time, the “Credit Facility Agreement”), with CFC
pursuant to which CFC has agreed to advance funds to the Company from time to
time in an aggregate principal amount not to exceed $250,000,000 at any one
time outstanding, to be used by the Company for general corporate purposes;


 


WHEREAS, the Company’s
obligation to repay amounts advanced under the Credit Facility Agreement is
evidenced by that certain First Mortgage Note, Series 2009B CFC Note,
dated the date of its authentication (the “Series 2009B CFC Note”), from
the Company to CFC;


 


WHEREAS, the Company is also entering into that certain Term Loan Agreement, dated
as of August 1, 2009 (as it may be amended, modified, supplemented or
extended from time to time, the “Term Loan Agreement”), with CFC which, among
other things, provides the terms and conditions of a non-revolving, secured term loan from CFC in an aggregate
principal amount not to exceed $250,000,000, to be used by the Company for
general corporate purposes;


 


WHEREAS, the Company’s
obligation to repay amounts advanced under the Term Loan Agreement is evidenced
by that certain First Mortgage Note, Series 2009C CFC Note, dated the date
of its authentication (the “Series 2009C
CFC Note,” and together with the Series 2009B CFC Note, the “Series 2009
CFC Notes”), from the Company to CFC;


 

















 


WHEREAS, the National
Rural Utilities Cooperative Finance Corporation (“CFC”) will be issuing a
series of its Clean Renewable Energy Bonds (Cooperative Renewable Energy
Projects) later in 2009 (the “CREBs”), pursuant to Section 54 of the
Internal Revenue Code of 1986, as amended (the “Code”);


 


WHEREAS, CFC has agreed
to loan up to $23,864,000 in aggregate principal amount of the proceeds from
the sale of the CREBs (the “Loan Amount”) to the Company pursuant to that
certain Loan Agreement, to be dated later in 2009, between CFC and the Company (as
it may be amended, modified, supplemented or extended from time to time, the “CREBs
Loan Agreement”);


 


WHEREAS, the Company’s
obligation to repay the Loan Amount will be evidenced by that certain First
Mortgage Note, Series 2009D CFC Project Note, dated the date of its
authentication, in the face principal amount of up to $23,864,000 (the “Project
Note”), from the Company to CFC;


 


WHEREAS, the Company
will use advances of the Loan Amount to finance (i) the reimbursement of
the cost of certain improvements to Unit 3 at the Rocky Mountain Pumped Storage
Hydroelectric Facility (the “Project”) and (ii) a portion of CFC’s costs
in issuing the amount of CREBs that are loaned to the Company for the Project;


 


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 has
acquired certain real property located in Warren County, Georgia, more
particularly described on Exhibit C attached hereto (the “Warren
County Property”);


 


WHEREAS, at the time the
Company executed and delivered the Original Indenture, the Company did not have
a property interest in any real property located in Warren County, Georgia;


 


WHEREAS, the Company
desires to execute and deliver this Forty-Eighth Supplemental Indenture, in
accordance with the provisions of the Original Indenture, for the purpose of (i) subjecting,
conveying and confirming unto the Trustee the lien of the Indenture with
respect to the Warren County Property and the property more particularly
described on Exhibit D attached hereto, and (ii) providing for
the creation and designation of the Series 2009 CFC Notes and the Project
Note 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 (i) to
subject, convey and confirm property under the lien of the Indenture, and (ii) 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 


 


2

















 


of
the principal of (and premium, if any) and interest on the Series 2009 CFC
Notes and the Project Note, to make the Series 2009 CFC Notes and the
Project Note to be issued hereunder, when executed by the Company,
authenticated and delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute the Indenture a valid
and binding lien for the security of the Series 2009 CFC Notes and the
Project Note, in accordance with its terms, have been done and taken; and the
execution and delivery of this Forty-Eighth Supplemental Indenture has been in
all respects duly authorized by the Company;


 


NOW,
THEREFORE, THIS FORTY-EIGHTH SUPPLEMENTAL INDENTURE WITNESSES, that, to
secure the payment of the principal of (and premium, if any) and interest on
the Outstanding Secured Obligations, including, when authenticated and
delivered, the Series 2009 CFC Notes and the Project Note, 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 and including the Warren County Property, to secure
performance of the covenants therein and herein contained, to declare the terms
and conditions on which the Series 2009 CFC Notes and the Project Note 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, including, without limitation, all property described on Exhibit C
and Exhibit D attached hereto, 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.


 


3

















 


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-EIGHTH 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
CFC Notes and the Project Note 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 


 


4

















 


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:


 


ARTICLE I


 


THE
SERIES 2009 CFC NOTES AND

CERTAIN PROVISIONS RELATING THERETO


 


Section 1.1            Authorization and Terms of
the Series 2009 CFC Notes.


 


There shall be created and established Additional
Obligations in the form of promissory notes known as and entitled the “Series 2009B
CFC Note” and the “Series 2009C CFC 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 hereof.  The principal
face amount of the Series 2009B CFC Note is limited to $250,000,000.  The principal face amount of the Series 2009C
CFC Note is limited to $250,000,000.


 


The Series 2009B CFC Note shall be dated the date
of its authentication and shall be made payable to CFC.  The Series 2009B CFC Note shall mature
on December 31, 2013.  Each advance
under the Credit Facility Agreement shall bear interest as provided in the Credit
Facility Agreement, and interest shall be calculated as specified in the Credit
Facility Agreement and shall be payable at the times provided in the Credit
Facility Agreement.


 


The Series 2009C CFC Note shall be dated the date
of its authentication and shall be made payable to CFC.  The Series 2009C CFC Note shall mature
on or before December 31, 2043. 
Each advance under the Term Loan Agreement shall bear interest as
provided in the Term Loan Agreement, and interest shall be calculated as
specified in the Term Loan Agreement and shall be payable at the times provided
in the Term Loan Agreement.


 


All payments, including prepayments, made on the Series 2009
CFC Notes shall be made as provided in, and pursuant to the terms and
conditions of, the Series 2009 CFC Notes and the Credit Facility Agreement
and the Term Loan Agreement, as applicable (and shall not be governed by the
provisions of Section 1.14 or Article XIV of the Original Indenture),
and shall be made in lawful money of the of the United States of America which
will be immediately available on the date payment is due.


 


Section 1.2            Form of
the Series 2009 CFC Notes.


 


The Series 2009B CFC Note and the Trustee’s
certificate of authentication for the Series 2009B CFC Note shall be
substantially in the form set forth in an Officers’ Certificate to be delivered
to the Trustee by the Company, which shall establish the terms and conditions
of the Series 2009B CFC Note pursuant to Section 2.1 of the Original
Indenture, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted in the Original Indenture.


 


The Series 2009C CFC Note and the Trustee’s
certificate of authentication for the Series 2009C CFC Note shall be
substantially in the form set forth in an Officers’ Certificate to be 


 


5

















 


delivered to the Trustee
by the Company, which shall establish the terms and conditions of the Series 2009C
CFC Note pursuant to Section 2.1 of the Original Indenture, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted in the Original Indenture.


 


Section 1.3            Grace
Period.


 


In
the event interest on or principal of (or premium, if any on) the Series 2009
CFC Notes is not paid within  five (5) “Business
Days” (as defined in the Credit Facility Agreement or the Term Loan Agreement,
as applicable) of the date due and payable, then, at CFC’s option in each
instance, such failure shall constitute an Event of Default under Sections 8.1A
and 8.1B, as applicable, of the Original Indenture.


 


ARTICLE II


 


THE PROJECT NOTE AND CERTAIN PROVISIONS RELATING
THERETO


 


Section 2.1            Authorization
and Terms of the Project Note.


 


There shall be created and established an Additional
Obligation in the form of a promissory note known as and entitled the “Series 2009D
CFC Project Note,” the form, terms and conditions of which shall be
substantially as set forth in or prescribed pursuant to this Section and Section 2.2
hereof.  The principal face amount of the
Project Note is limited to $23,864,000.


 


The Project Note shall be dated the date of its
authentication and shall be made payable to CFC.  The Project Note shall mature on the Maturity
Date (as defined in the CREBs Loan Agreement), which date shall be no later
than December 31, 2039.  Each
advance under the Project Note shall bear interest as provided in the CREBs
Loan Agreement, and interest shall be calculated as specified in the CREBs Loan
Agreement and shall be payable at the times provided in the CREBs Loan
Agreement.


 


All payments, including prepayments, made on the
Project Note shall be made as provided in, and pursuant to the terms and
conditions of, the Project Note and the CREBs Loan Agreement (and shall not be
governed by the provisions of Section 1.14 or Article XIV of the
Original Indenture), and shall be made in lawful money of the of the United
States of America which will be immediately available on the date payment is
due.


 


Section 2.2            Form of
the Project Note.


 


The Project Note and the Trustee’s certificate of
authentication for the Project Note shall be substantially in the form set
forth in an Officers’ Certificate to be delivered to the Trustee by the
Company, which shall establish the terms and conditions of the Project Note
pursuant to Section 2.1 of the Original Indenture, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted in the Original Indenture.


 


6

















 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1            Supplemental Indenture.


 


This Forty-Eighth 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 CFC Notes and the
Project Note 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-Eighth Supplemental Indenture
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-Eighth 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-Eighth 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-Eighth 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-Eighth 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-Eighth Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof.


 


Section 3.5            Counterparts.


 


This Forty-Eighth 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, 


 


7

















 


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-Eighth 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]


 


8

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Forty-Eighth 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 by the Company in the

  	
   

  	
  Attest:

  	
  /s/ Patricia N. Nash

  
	
  presence of:

  	
   

  	
   

  	
  Patricia N. Nash

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Thomas J. Brendiar

  	
   

  	
   

  	
  [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 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


 


[A CONFORMED COUNTERPART OF
THE ORIGINAL INDENTURE]


 


Filed only in Warren County, Georgia.


 


A-1

















 


Exhibit B


 


[COPIES OF THE PRIOR FORTY-SEVEN
SUPPLEMENTAL INDENTURES]


 


Filed only in Warren County, Georgia.


 


B-1

















 


Exhibit C


 


LEGAL DESCRIPTION OF WARREN
COUNTY PROPERTY


 


ALL THAT TRACT OR PARCEL OF LAND lying and being in 425th G.M.D. and 153rd G.M.D.,
Warren County, Georgia, and being more particularly described as follows:  TO FIND THE TRUE POINT OF BEGINNING commence
at the intersection of the centerline of East Warrenton Road and centerline of
Queen’s Way; thence North 87 degrees 15 minutes 29 seconds West 1174.94 feet to
an iron pin driven (“B”) on the right of way line, being the TRUE POINT OF
BEGINNING.  THENCE South 85 degrees 56
minutes 35 seconds East for a distance of 902.87 feet to an IPD on R/W; THENCE
South 86 degrees 21 minutes 23 seconds East for a distance of 408.95 feet to
IPD on R/W; THENCE South 85 degrees 30 minutes 58 seconds East for a distance
of 446.89 feet to IPD on R/W; THENCE South 84 degrees 56 minutes 37 seconds
East for a distance of 566.97 feet to IPD on R/W; THENCE South 83 degrees 57
minutes 56 seconds East for a distance of 339.10 feet to IPD on R/W; THENCE
South 83 degrees 20 minutes 10 seconds East for a distance of 497.76 feet to
IPD on R/W; THENCE South 84 degrees 01 minutes 51 seconds East for a distance
of 267.15 feet to IPD on R/W; THENCE South 22 degrees 28 minutes 19 seconds
East for a distance of 60.14 feet to IPD; THENCE South 13 degrees 56 minutes 45
seconds East for a distance of 52.01 feet to IPD; THENCE South 10 degrees 02
minutes 08 seconds East for a distance of 162.17 feet to IPD; THENCE South 06
degrees 10 minutes 49 seconds East for a distance of 185.44 feet to 10” Oak;
THENCE South 10 degrees 11 minutes 44 seconds East for a distance of 78.69 feet
to IPD; THENCE South 15 degrees 54 minutes 22 seconds East for a distance of
210.89 feet to IPD; THENCE South 13 degrees 31 minutes 30 seconds East for a
distance of 116.93 feet to IPD; THENCE South 10 degrees 43 minutes 45 seconds
East for a distance of 133.73 feet to IPD; THENCE South 08 degrees 13 minutes
48 seconds East for a distance of 117.64 feet to IPD; THENCE South 12 degrees
42 minutes 31 seconds East for a distance of 130.05 feet to IPD; THENCE South
11 degrees 43 minutes 22 seconds East for a distance of 294.45 feet to IPD;
THENCE South 13 degrees 21 minutes 24 seconds East for a distance of 229.14
feet to IPD; THENCE South 12 degrees 43 minutes 14 seconds East for a distance
of 405.78 feet to IPD; THENCE South 06 degrees 59 minutes 14 seconds East for a
distance of 206.47 feet to IPD; THENCE South 13 degrees 36 minutes 15 seconds
East for a distance of 35.37 feet to IPD; THENCE South 09 degrees 44 minutes 39
seconds East for a distance of 76.67 feet to 8” Hickory; THENCE South 12
degrees 56 minutes 53 seconds East for a distance of 125.72 feet to IPD; THENCE
South 11 degrees 29 minutes 31 seconds East for a distance of 146.81 feet to
IPD; THENCE South 09 degrees 07 minutes 12 seconds East for a distance of 48.21
feet to 10” Hickory; THENCE South 12 degrees 01 minutes 14 seconds East for a
distance of 263.59 feet to IPD; THENCE South 07 degrees 22 minutes 37 seconds
East for a distance of 113.10 feet to IPD; THENCE South 05 degrees 37 minutes
24 seconds East for a distance of 104.39 feet to IPD; THENCE South 01 degrees
02 minutes 10 seconds East for a distance of 139.41 feet to IPD; THENCE South
00 degrees 46 minutes 59 seconds West for a distance of 230.82 feet to IPD;
THENCE South 05 degrees 14 minutes 01 seconds West for a distance of 70.32 feet
to IPD; THENCE South 09 degrees 32 minutes 55 seconds West for a distance of
256.94 feet to IPD; THENCE South 03 degrees 40 minutes 05 seconds West for a
distance of 471.85 feet to IPD; THENCE South 06 degrees 45 minutes 40 seconds
West for a distance of 225.40 feet to IPD; THENCE South 06 degrees 56 minutes
52 seconds West for a distance of 191.66 feet to IPD; THENCE South 02 degrees
54 minutes 34 seconds West for a distance of 158.16 feet to IPD; 


 


C-1

















 


THENCE
South 05 degrees 03 minutes 05 seconds West for a distance of 222.31 feet to
IPD; THENCE South 06 degrees 54 minutes 57 seconds West for a distance of
513.24 feet to IPD;  THENCE South 07
degrees 24 minutes 46 seconds West for a distance of 230.32 feet to IPD; THENCE
North 48 degrees 35 minutes 22 seconds West for a distance of 2505.58 feet to
IPD on R/W; THENCE along a curve to the right having a radius of 2840.09 feet
and an arc length of 1202.42 feet, being subtended by a chord of North 36
degrees 27 minutes 38 seconds West for a distance of 1193.46 feet to IPD on
R/W; THENCE North 24 degrees 19 minutes 54 seconds West for a distance of
3406.33 feet TO POINT “A”; THENCE North 66 degrees 51 minutes 07 seconds East
for a distance of 281.00 feet to IPF; THENCE North 11 degrees 42 minutes 27
seconds West for a distance of 397.19 feet to IPF.  Said property contains 355.13 acres, more or
less, and is more particularly described on ALTA/ACSM Land Title Survey dated November 4,
2008, last revised April 14, 2009, prepared by CSRA Land Surveyors, LLC,
under the certification and seal of Thomas L. May, GRLS #2925.


 


C-2

















 


Exhibit D


 


All property of the Company in the Counties
in Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Heard,
Jackson, Monroe, Talbot, Toombs, Warren and Washington, State of Georgia and
including, without limitation, the following described property, to-wit:


 


1.             ALL
THAT TRACT OR PARCEL OF LAND lying and being in Land Lots No. 287 and 290
of the Second Land District of Appling County, Georgia, consisting of 345.210
acres, per ALTA/ACSM Land Title Survey for First American Title Insurance
Company and Oglethorpe Power Corporation prepared by Southern Surveying
Services, Inc. (Paul S. Buchele, Georgia R. L. S. No. 2633), recorded
in Plat Book 17, Page 106, Appling County, Georgia Records.


 


2.             An undivided 30.0% interest in ALL
THAT TRACT OR PARCEL OF LAND situate, lying and being in Land Lots 171 and 178
of the 5th Land District of Monroe County, Georgia,
containing 5.41 acres, and being designated as Lot 5 on a certain plat of
survey prepared by Hugh W. Mercer, Jr., Surveyor, dated December 26,
1990, and recorded in Plat Book 17, Page 91, Clerk’s Office, Monroe
Superior Court, which plat is by this reference incorporated herein and made a
part hereof for all purposes.


 


Being
the identical tract of land conveyed by Manila H. Rising to J. Frank Hall by
Warranty Deed dated January 18, 2000, and recorded in Deed Book 647, Page 299,
aforesaid records.


 


3.             An undivided 30.0% interest in ALL
THAT TRACT OR PARCEL OF LAND situate, lying and being in Land Lots 171 and 178
of the 5th Land District of Monroe County, Georgia,
containing 5.409 acres, and being more particularly described upon a plat of
survey prepared for Georgia Power Company entitled “Plant Scherer — Additional
Property To Be Acquired From J. Frank Hall” by David G. Bennett, GRLS #3122,
dated December 30, 2008, Drawing No. P-149-4, DG&A Project No. 2650-160-D1,
DG&A Drawing No. 4710-08-C, and recorded in Plat Book 30, Page 91,
Clerk’s Office, Monroe Superior Court. 
Said tract is more particularly described with reference to said survey
as follows:


 


Beginning
at a 5/8” rebar found marking a point located within the Georgia State Plan
West Zone Grid (North American Datum 83/94) having Georgia West Zone Grid
coordinates in feet north:  1118481.364
and east: 2414398.551 and from said point extend thence N26°38’50”W a distance
of 579.05 feet to a 5/8” rebar found; extend thence N73°12’14”E a distance of
14.09 feet to a 1⁄2” rebar set; extend thence S79°22’32”E a distance of 165.50
feet to a 1⁄2” rebar set; extend thence S67°59’52”E a distance of 81.12 feet to a
1⁄2” rebar set; extend thence S82°8’32”E a distance of 103.45 feet to a 1⁄2” rebar
set; extend thence S82°41’32”E a distance of 163.63 feet to a 1⁄2” rebar set;
extend thence S77°33’42”E a distance of 37.56 feet to a 1⁄2” rebar set; extend
thence S69°46’12”E a distance of 180.57 feet to a 5/8” rebar found; extend
thence S26°36’57”E a distance of 215.02 feet to a 5/8” rebar found; and extend
thence S73°44’29”W a distance of 582.16 feet to a 5/8” rebar found and the point
of beginning.


 


D-1

















 


Schedule 1


 


RECORDING INFORMATION


FOR


                        
COUNTY, GEORGIA


 


	
  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF
  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Original
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  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF
  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Sixth
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