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


 


FIFTY-THIRD SUPPLEMENTAL


INDENTURE


 


Relating to the


 


Series 2010A (Burke) Note, Series 2010B
(Burke) Note, Series 2010A (Monroe) Note,


Series 2010A (Burke) Reimbursement
Obligation, Series 2010B (Burke) Reimbursement


Obligation and Series 2010A (Monroe)
Reimbursement Obligation


 


Dated as of March 1, 2010


 


FIRST MORTGAGE OBLIGATIONS


 




 





 


NOTE TO CLERK OF THE GEORGIA
SUPERIOR COURT AND GEORGIA TAX COMMISSIONER: THIS INSTRUMENT IS EXEMPT FROM THE INTANGIBLES
RECORDING TAX PURSUANT TO THE RULES AND REGULATIONS OF THE STATE OF GEORGIA
§§ 560-11-8-.02, 560-11-8-.14(A) AND 560-11-8-.14(D) BECAUSE (A) THIS
INSTRUMENT SUPPLEMENTS AND MODIFIES AN EXISTING SECURITY INSTRUMENT AS TO WHICH THE MAXIMUM INTANGIBLES TAX DUE HAS BEEN
PREVIOUSLY PAID, AND (B) THIS INSTRUMENT SECURES NOTES, THE BENEFICIAL OWNERS OF WHICH
ARE THE DEVELOPMENT AUTHORITIES OF BURKE AND MONROE COUNTIES, GEORGIA,
AND REIMBURSEMENT OBLIGATIONS SUPPORTING LETTERS OF CREDIT.


 

















 


THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of March 1,
2010, 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, as provided in Section 3.1
hereof);


 


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


 


WHEREAS, the Development Authority
of Burke County (the “Burke Authority”) has agreed to issue $50,000,000 in
aggregate principal amount of Development Authority of Burke County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2010A
(the “Series 2010A Burke Bonds”), and to loan the proceeds from the sale
thereof to the Company pursuant to that certain Loan Agreement, dated as of March 1,
2010, relating thereto (the “Series 2010A Burke Loan Agreement”);


 


WHEREAS, the Company’s obligation to
repay the loan of the proceeds of the Series 2010A Burke Bonds is
evidenced by that certain Series 2010A (Burke) Note, dated the date of its
authentication (the “Series 2010A (Burke) Note”), from the Company to U.S.
Bank National Association, as trustee (in such capacity, the “Series 2010A
Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the
Trust Indenture, dated as of March 1, 2010 (the “Series 2010A Burke
Indenture”), between the Burke Authority and the Series 2010A Burke
Trustee;


 


WHEREAS, the Burke Authority has
also agreed to issue $40,105,000 in aggregate principal amount of Development
Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 2010B (the “Series 2010B Burke
Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant
to that certain Loan Agreement, dated as of March 1, 2010, relating
thereto (the “Series 2010B Burke Loan Agreement”);


 


WHEREAS, the Company’s obligation to
repay the loan of the proceeds of the Series 2010B Burke Bonds is
evidenced by that certain Series 2010B (Burke) Note, dated the date of its
authentication (the “Series 2010B (Burke) Note”), from the Company to U.S.
Bank National Association, as trustee (in such capacity, the “Series 2010B
Burke Trustee”), as assignee and


 


1

















 


pledgee
of the Burke Authority pursuant to the Trust Indenture, dated as of March 1,
2010 (the “Series 2010B Burke Indenture”), between the Burke Authority and
the Series 2010B Burke Trustee;


 


WHEREAS, the Development Authority
of Monroe County (the “Monroe Authority”) has agreed to issue $43,445,000 in
aggregate principal amount of Development Authority of Monroe County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2010A
(the “Series 2010A Monroe Bonds” and, together with the Series 2010A
Burke Bonds and the Series 2010B Burke Bonds, the “Bonds”), and to loan
the proceeds from the sale thereof to the Company pursuant to that certain Loan
Agreement, dated as of March 1, 2010, relating thereto (the “Series 2010A
Monroe Loan Agreement”);


 


WHEREAS, the Company’s obligation to
repay the loan of the proceeds of the Series 2010A Monroe Bonds is
evidenced by that certain Series 2010A (Monroe) Note, dated the date of
its authentication (the “Series 2010A (Monroe) Note” and, together with
the Series 2010A (Burke) Note and the Series 2010B (Burke) Note,
collectively, the “Notes”), from the Company to U.S. Bank National Association,
as trustee (in such capacity, the “Series 2010A Monroe Trustee”), as
assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture,
dated as of March 1, 2010  (the “Series 2010A
Monroe Indenture”), between the Monroe Authority and the Series 2010A Monroe
Trustee;


 


WHEREAS,
the proceeds of the Bonds will be used to refund certain outstanding pollution
control revenue bonds previously issued by the Burke Authority and the Monroe
Authority on behalf of the Company;


 


WHEREAS,
in connection with the issuance of the Bonds, the Company will also enter into Letter of
Credit and Reimbursement Agreements relating to each series of Bonds, each
dated as of March 30, 2010 (as amended, restated, modified or supplemented
from time to time, the “Reimbursement Agreements”), between the Company and
Bank of America, N.A. (the “Bank”), pursuant to which the Bank has agreed to
issue irrevocable direct-pay letters of credit for each series of Bonds (each,
a “Letter of Credit” and, collectively, the “Letters of Credit”), each of which
will constitute Credit Enhancement under the Indenture for the related Note;


 


WHEREAS, the Company will be obligated to reimburse the Bank
for any payments made by the Bank pursuant to the Letters of Credit, and the
Company’s obligations to reimburse the Bank will be evidenced by that certain Series 2010A
(Burke) Reimbursement Obligation, that certain Series 2010B (Burke)
Reimbursement Obligation and that certain Series 2010A (Monroe)
Reimbursement Obligation, each dated the date of its authentication (each, a “Reimbursement
Obligation” and, collectively, the “Reimbursement Obligations”), made by the
Company in favor of the Bank;


 


WHEREAS, the Company desires to
execute and deliver this Fifty-Third Supplemental Indenture, in accordance with
the provisions of the Indenture, for the purpose of providing for the creation
and designation of the Notes and the Reimbursement Obligations as Additional
Obligations and specifying the form and provisions thereof;


 


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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 a
series of Additional Obligations under the Indenture and to make provisions for
such series of Additional 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 and the Reimbursement Obligations,
to make the Notes and the Reimbursement Obligations 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
and the Reimbursement Obligations, in accordance with its terms, have been done
and taken, and the execution and delivery of this Fifty-Third Supplemental
Indenture has been in all respects duly authorized by the Company.


 


NOW, THEREFORE, THIS FIFTY-THIRD 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 and the Reimbursement
Obligations, 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 and the Reimbursement Obligations 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 A 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


 


3

















 


“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, 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 FIFTY-THIRD 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


 


4

















 


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
and the Reimbursement Obligations 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:


 


ARTICLE I


 


THE NOTES AND CERTAIN PROVISIONS RELATING THERETO


 


Section 1.1                                   Authorization
and Terms of the Notes


 


A.                                    The
Series 2010A (Burke) Note


 


There shall be created and established an Additional Obligation in the
form of a promissory note known as and entitled the “Series 2010A (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 2010A (Burke) Note which shall be authenticated and
delivered and Outstanding at any one time is limited to $50,000,000.


 


The
Series 2010A (Burke) Note shall be dated the date of its
authentication.  The Series 2010A
(Burke) Note shall mature on January 1, 2037 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 2010A (Burke)
Note shall be authenticated and delivered to, and made payable to, U.S. Bank
National Association, as the Series 2010A Burke Trustee.


 


All
payments, including prepayments, made on Series 2010A (Burke) Note shall
be made as provided in the Series 2010A (Burke) Note and the Series 2010A
Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14
or Article XIV of the Original Indenture) to the Series 2010A Burke
Trustee, and shall be made in lawful money of the United States of America
which will be immediately available on the date payment is due.


 


B.                                    The
Series 2010B (Burke) Note


 


There
shall be created and established an Additional Obligation in the form of a
promissory note known as and entitled the “Series 2010B (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 2010B
(Burke) Note


 


5

















 


which
shall be authenticated and delivered and Outstanding at any one time is limited
to $40,105,000.


 


The
Series 2010B (Burke) Note shall be dated the date of its
authentication.  The Series 2010B
(Burke) Note shall mature on January 1, 2037 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 2010B (Burke)
Note shall be authenticated and delivered to, and made payable to, U.S. Bank
National Association, as the Series 2010B Burke Trustee.


 


All
payments, including prepayments, made on Series 2010B (Burke) Note shall
be made as provided in the Series 2010B (Burke) Note and the Series 2010B
Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14
or Article XIV of the Original Indenture) to the Series 2010B Burke
Trustee, and shall be made in lawful money of the United States of America
which will be immediately available on the date payment is due.


 


C.                                    The
Series 2010A (Monroe) Note


 


There
shall be created and established an Additional Obligation in the form of a
promissory note known as and entitled the “Series 2010A (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 C hereof.  The aggregate principal amount of the Series 2010A
(Monroe) Note which shall be authenticated and delivered and Outstanding at any
one time is limited to $43,445,000.


 


The
Series 2010A (Monroe) Note shall be dated the date of its
authentication.  The Series 2010A
(Monroe) Note shall mature on January 1, 2036 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 2010A (Monroe)
Note shall be authenticated and delivered to, and made payable to, U.S. Bank
National Association, as the Series 2010A Monroe Trustee.


 


All
payments, including prepayments, made on Series 2010A (Monroe) Note shall
be made as provided in the Series 2010A (Monroe) Note and the Series 2010A
Monroe Loan Agreement (and shall not be governed by the provisions of Section 1.14
or Article XIV of the Original Indenture) to the Series 2010A Monroe
Trustee, and shall be made 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 2010A (Burke) Note


 


The
Series 2010A (Burke) Note and the Trustee’s certificate of authentication
for the Series 2010A (Burke) Note shall be substantially in the form set
forth in an Officer’s Certificate to be delivered to the Trustee by the
Company, which shall establish the terms and conditions of the Series 2010A
(Burke) Note pursuant to Section 2.1 of the Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted in the Indenture.


 


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B.                                    The
Series 2010B (Burke) Note


 


The
Series 2010B (Burke) Note and the Trustee’s certificate of authentication
for the Series 2010B (Burke) Note shall be substantially in the form set
forth in an Officer’s Certificate to be delivered to the Trustee by the
Company, which shall establish the terms and conditions of the Series 2010B
(Burke) Note pursuant to Section 2.1 of the Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted in the Indenture.


 


C.                                    The
Series 2010A (Monroe) Note


 


The
Series 2010A (Monroe) Note and the Trustee’s certificate of authentication
for the Series 2010A (Monroe) Note shall be substantially in the form set
forth in an Officer’s Certificate to be delivered to the Trustee by the
Company, which shall establish the terms and conditions of the Series 2010A
(Monroe) Note pursuant to Section 2.1 of the Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted in the Indenture.


 


ARTICLE II


 


THE REIMBURSEMENT OBLIGATIONS AND CERTAIN PROVISIONS


RELATING THERETO


 


Section 2.1                                   Authorization and Terms of the Reimbursement Obligations


 


A.                                    The
Series 2010A (Burke) Reimbursement Obligation


 


There
shall be created and established an Additional Obligation in the form of a
reimbursement obligation known as and entitled the “Series 2010A (Burke)
Reimbursement Obligation,” the form, terms and conditions of which shall be
substantially as set forth in or determined by the method prescribed pursuant
to this Section and Section 2.2 A hereof.


 


The
Series 2010A (Burke) Reimbursement Obligation shall be dated the date of its
authentication.  The Series 2010A
(Burke) Reimbursement Obligation shall mature and shall bear interest for the
periods and at the rates calculated as provided for in the form of
reimbursement obligation prescribed pursuant to Section 2.2 A hereof.  The Series 2010A (Burke) Reimbursement
Obligation shall be authenticated and delivered to, and made payable to, the
Bank.


 


All
payments, including prepayments, made on the Series 2010A (Burke)
Reimbursement Obligation shall be made as provided in the Series 2010A
(Burke) Reimbursement Obligation and the related Reimbursement Agreement (and
shall not be governed by the provisions of Section 1.14 or Article XIV
of the Original Indenture) to the Bank, and shall be made in lawful money of
the United States of America which will be immediately available on the date
payment is due.


 


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The
Series 2010A (Burke) Reimbursement Obligation is an Additional Obligation
being authenticated and delivered concurrently with the authentication and
delivery of the Series 2010A (Burke) Note for the purpose of evidencing
the Company’s obligation to repay advances or loans made to, or on behalf of,
the Company (and related interest, fees, charges and other amounts) in
connection with Credit Enhancement or liquidity support of the Series 2010A
(Burke) Note and constitutes a “Credit Obligation” as described in Section 4.7
of the Original Indenture.


 


B.                                    The
Series 2010B (Burke) Reimbursement Obligation


 


There
shall be created and established an Additional Obligation in the form of a
reimbursement obligation known as and entitled the “Series 2010B (Burke)
Reimbursement Obligation,” the form, terms and conditions of which shall be
substantially as set forth in or determined by the method prescribed pursuant
to this Section and Section 2.2 B hereof.


 


The
Series 2010B (Burke) Reimbursement Obligation shall be dated the date of
its authentication.  The Series 2010B
(Burke) Reimbursement Obligation shall mature and shall bear interest for the
periods and at the rates calculated as provided for in the form of
reimbursement obligation prescribed pursuant to Section 2.2 B hereof.  The Series 2010B (Burke) Reimbursement
Obligation shall be authenticated and delivered to, and made payable to, the
Bank.


 


All
payments, including prepayments, made on the Series 2010B (Burke)
Reimbursement Obligation shall be made as provided in the Series 2010B
(Burke) Reimbursement Obligation and the related Reimbursement Agreement (and
shall not be governed by the provisions of Section 1.14 or Article XIV
of the Original Indenture) to the Bank, and shall be made in lawful money of
the United States of America which will be immediately available on the date
payment is due.


 


The
Series 2010B (Burke) Reimbursement Obligation is an Additional Obligation
being authenticated and delivered concurrently with the authentication and
delivery of the Series 2010B (Burke) Note for the purpose of evidencing
the Company’s obligation to repay advances or loans made to, or on behalf of,
the Company (and related interest, fees, charges and other amounts) in
connection with Credit Enhancement or liquidity support of the Series 2010B
(Burke) Note and constitutes a “Credit Obligation” as described in Section 4.7
of the Original Indenture.


 


C.                                    The
Series 2010A (Monroe) Reimbursement Obligation


 


There
shall be created and established an Additional Obligation in the form of a
reimbursement obligation known as and entitled the “Series 2010A (Monroe)
Reimbursement Obligation,” the form, terms and conditions of which shall be
substantially as set forth in or determined by the method prescribed pursuant
to this Section and Section 2.2 C hereof.


 


The
Series 2010A (Monroe) Reimbursement Obligation shall be dated the date of
its authentication.  The Series 2010A
(Monroe) Reimbursement Obligation shall mature and shall bear interest for the
periods and at the rates calculated as provided for in the form of
reimbursement obligation prescribed pursuant to Section 2.2 C hereof.  The Series 2010A


 


8

















 


(Monroe)
Reimbursement Obligation shall be authenticated and delivered to, and made
payable to, the Bank.


 


All payments, including prepayments, made on
the Series 2010A (Monroe) Reimbursement Obligation shall be made as provided
in the Series 2010A (Monroe) Reimbursement Obligation and the related
Reimbursement Agreement (and shall not be governed by the provisions of Section 1.14
or Article XIV of the Original Indenture) to the Bank, and shall be made
in lawful money of the United States of America which will be immediately
available on the date payment is due.


 


The
Series 2010A (Monroe) Reimbursement Obligation is an Additional Obligation
being authenticated and delivered concurrently with the authentication and
delivery of the Series 2010A (Monroe) Note for the purpose of evidencing
the Company’s obligation to repay advances or loans made to, or on behalf of,
the Company (and related interest, fees, charges and other amounts) in
connection with Credit Enhancement or liquidity support of the Series 2010A
(Monroe) Note and constitutes a “Credit Obligation” as described in Section 4.7
of the Original Indenture.


 


Section 2.2                                   Form of the Reimbursement Obligations


 


A.                                    The
Series 2010A (Burke) Reimbursement Obligation


 


The
Series 2010A (Burke) Reimbursement Obligation and the Trustee’s
certificate of authentication for the Series 2010A (Burke) Reimbursement
Obligation shall be substantially in the form set forth in an Officer’s
Certificate to be delivered to the Trustee by the Company, which shall
establish the terms and conditions of the Series 2010A (Burke)
Reimbursement Obligation 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.


 


B.                                    The
Series 2010B (Burke) Reimbursement Obligation


 


The
Series 2010A (Burke) Reimbursement Obligation and the Trustee’s
certificate of authentication for the Series 2010B (Burke) Reimbursement
Obligation shall be substantially in the form set forth in an Officer’s
Certificate to be delivered to the Trustee by the Company, which shall
establish the terms and conditions of the Series 2010B (Burke)
Reimbursement Obligation pursuant to Section 2.1 of the Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted in the Indenture.


 


C.                                    The
Series 2010A (Monroe) Reimbursement Obligation


 


The
Series 2010A (Monroe) Reimbursement Obligation and the Trustee’s certificate
of authentication for the Series 2010A (Monroe) Reimbursement Obligation
shall be substantially in the form set forth in an Officer’s Certificate to be
delivered to the Trustee by the Company, which shall establish the terms and
conditions of the Series 2010A (Monroe) Reimbursement Obligation pursuant
to Section 2.1 of the Indenture, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted in
the Indenture.


 


9














 


Section 2.3                                   Bank of America, N.A. Designated Credit Enhancer


 


The Bank, or any successor
thereto or assignee thereof, is hereby designated the Credit Enhancer with
respect to each of the Notes and shall have all rights granted under the
Indenture pursuant to such designation.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1                                   This
Fifty-Third 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 and the Reimbursement Obligations 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
Fifty-Third 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                                   All recitals in
this Fifty-Third 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                                   Whenever in
this Fifty-Third 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 Fifty-Third 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                                   Nothing in this
Fifty-Third 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 Fifty-Third
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-Third Supplemental Indenture contained by or on behalf
of the Company shall be for the sole and exclusive benefit of the parties
hereto, and of the Holders of Outstanding Secured Obligations.


 


Section 3.5                                   This
Fifty-Third 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 


 


10

















 


counterparts, or as many of
them as the Company and the Trustee shall preserve undestroyed, shall together
constitute but one and the same instrument.


 


Section 3.6                                   To the extent
permitted by applicable law, this Fifty-Third 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]


 


11

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Fifty-Third 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/ Joe Rick

  	
   

  	
   

  	
  [CORPORATE SEAL]

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sharon H. Wright

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission expires: 

  	
  October 14, 2011

  	
   

  	
   

  
					



 


[Signatures
Continued on Next Page]


 

















 


[Signatures
Continued from Previous Page]


 


 


	
  Trustee:

  	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  a national banking association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack Ellerin

  
	
  Signed and delivered

  	
   

  	
   

  	
  Authorized Agent

  
	
  by the Trustee in the

  	
   

  	
   

  
	
  Presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Muriel Shaw

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Marcia Williams

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My commission expires:

  	
  May 7, 2012

  	
   

  	
   

  
					



 

















 


Exhibit A


 


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


 


ALL THAT TRACT OR PARCEL OF
LAND lying and being in Land Lots 149, 150, 171, 172 and 173, G.M.D. 466, 5th
Land District, Monroe County, Georgia, being more particularly described as
follows:


 


BEGINNING at the point
formed by the intersection of the southwesterly right of way line of Georgia
Highway No. 87 (a 200 foot right of way) with the northwesterly right of
way line of Holly Grove Road (a 100 foot right of way), said point having
Georgia State Plane Coordinates [West Zone] of X = 617,170.54 feet and Y =
1,119,211.36 feet; thence running the following courses and distances along the
northwesterly and westerly right of way line of Holly Grove Road:  south 63 degrees 24 minutes west, 524.11
feet; south 60 degrees 39 minutes west, 66.70 feet; south 51 degrees 56 minutes
30 seconds west, 108.57 feet; south 46 degrees 54 minutes 30 seconds west,
28.90 feet; south 41 degrees 34 minutes 30 seconds west, 28.90 feet; south 36
degrees 31 minutes 30 seconds west, 108.91 feet; south 26 degrees 04 minutes
west, 61.60 feet; south 22 degrees 58 minutes 30 seconds west, 2,661.20 feet;
south 26 degrees 34 minutes west, 98.08 feet; south 39 degrees 35 minutes 30
seconds west, 89.74 feet; south 50 degrees 12 minutes west, 89.28 feet; and
south 52 degrees 32 minutes west, 335.79 feet to an iron pin set; thence
leaving said right of way line and running north 65 degrees 03 minutes west a
distance of 1,543.10 feet to an iron pin set; thence running north 28 degrees
08 minutes 30 seconds east a distance of 956.09 feet to an iron pin set; thence
running north 69 degrees 15 minutes west a distance of 346.64 feet to an iron
pin set (“Point A”); thence running north 69 degrees 15 minutes west a distance
of 20 feet, more or less, to the centerline of Berry Creek; thence running
generally northerly and following said centerline to the point formed by the
intersection of said centerline with the southwesterly right of way line of
Georgia Highway No. 87; thence running south 44 degrees 46 minutes 30
seconds east along said southwesterly right of way line a distance of 16 feet,
more or less, to an iron pin set, said iron pin set having Georgia State Plane
Coordinates [West Zone] of X = 615,648.47 feet and Y = 1,121,930.40 feet and
said iron pin set being located the following courses and distances from Point
A:  north 27 degrees 54 minutes east,
210.72 feet; north 87 degrees 46 minutes 30 seconds east, 217.50 feet; north 43
degrees 56 minutes east, 620.60 feet; north 28 degrees 09 minutes east, 476.64
feet; north 14 degrees 09 minutes east, 245.39 feet; north 21 degrees 59
minutes east, 207.43 feet; north 4 degrees 00 minutes 30 seconds east, 342.76
feet; north 86 degrees 35 minutes 30 seconds east, 136.32 feet; north 27
degrees 23 minutes east, 475.03 feet; north 29 degrees 42 minutes 30 seconds
east, 361.79 feet; north 33 degrees 35 minutes east, 372.77 feet; north 43
degrees 46 minutes east, 140.23 feet; north 11 degrees 05 minutes west, 152.27
feet; and north 33 degrees 23 minutes 30 seconds west, 220.46 feet to an iron pin
set on the northwesterly right of way line of Georgia Highway No. 87 and
the end of said 


 


A-1

















 


traverse line; thence
running the following courses and distances along said northwesterly right of
way line:  south 44 degrees 46 minutes 30
seconds east, 151.68 feet; south 32 degrees 59 minutes east, 360.37 feet; south
33 degrees 19 minutes east, 296.67 feet; south 30 degrees 18 minutes 30 seconds
east, 168.81 feet; south 28 degrees 22 minutes east, 300.02 feet; south 27
degrees 02 minutes east, 299.11 feet; south 26 degrees 34 minutes 30 seconds
east, 1,011.79 feet; south 26 degrees 22 minutes east, 204.18 feet; south 26
degrees 38 minutes east, 332.49 feet to the point of beginning; said tract
containing 210.70 acres, more or less, all as shown on Survey entitled Plant
Scherer Skills Development Center Tract, Drawing Number N-85-30, dated October 25,1979,
prepared by Kendrick - Mercer Assoc., Inc, and certified by Hugh W. Mercer, Jr.,
Georgia Registered Land Surveyor No. 1890.


 


TOGETHER WITH:


 


All easements benefitting
the foregoing property, including without limitation the easements contained in
Limited Warranty Deed and Bill of Sale from City of Dalton, Georgia, to Georgia
Power Company recorded at Deed Book 127, page 618, Monroe County, Georgia
records, and the easements contained in Limited Warranty Deed and Bill of Sale
from Municipal Electric Authority of Georgia to Georgia Power Company recorded
at Deed Book 127, page 1, Monroe County, Georgia records.


 


A-2

















 


Schedule 1


 


RECORDING
INFORMATION


FOR


                   
COUNTY, GEORGIA


 


	
  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF

  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Original Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Third Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventh Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ninth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eleventh Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twelfth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventeenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nineteenth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twentieth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-First Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Second Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Third Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Fourth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  DOCUMENT

  	
   

  	
  RECORDING

  INFORMATION

  	
   

  	
  DATE OF

  RECORDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Fifth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Sixth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Seventh
  Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Eighth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Twenty-Ninth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirtieth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-First Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Second Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Third Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Fourth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Fifth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Sixth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Seventh
  Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Eighth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thirty-Ninth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortieth Supplemental Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-First Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Second Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Third Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Fourth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Fifth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Sixth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Seventh Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Eighth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forty-Ninth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiftieth Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-First Supplemental
  Indenture

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifty-Second Supplemental
  Indenture