<PAGE>



                                                                EXHIBIT 4.7.1(i)

                                                      UPON RECORDING, RETURN TO:
                                                            MS. SHAWNE M. KEENAN
                                                 SUTHERLAND ASBILL & BRENNAN LLP
                                                      999 PEACHTREE STREET, N.E.
                                                     ATLANTA, GEORGIA 30309-3996

   PURSUANT TO SECTION 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

                             SUNTRUST BANK, ATLANTA,
                                     TRUSTEE


                               EIGHTH SUPPLEMENTAL
                                    INDENTURE

                                 Relating to the
                            Series 1999B (Burke) Note

                          Dated as of November 1, 1999

                           FIRST MORTGAGE OBLIGATIONS

================================================================================
================================================================================


<PAGE>





     THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 1, 1999, is
between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an
electric membership corporation organized and existing under the laws of the
State of Georgia, as Grantor (hereinafter called the "Company"), and SUNTRUST
BANK, ATLANTA, a banking corporation organized and existing under the laws of
the State of Georgia, as Trustee (in such capacity, the "Trustee").

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of March 1, 1997 (hereinafter called the "Original
Indenture") for the purpose of securing its Existing Obligations and providing
for the authentication and delivery of Additional Obligations by the Trustee
from time to time under the Original Indenture (capitalized terms used herein
shall have the meanings ascribed to them in the Original Indenture as provided
in Section 2.1 hereof);

     WHEREAS, the Development Authority of Burke County (the "Burke Authority")
issued $24,215,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 1996 (the "Series 1996 Bonds"), which have been called
for redemption on December 1, 1999;

     WHEREAS, the Burke Authority loaned the proceeds from the sale of the
Series 1996 Bonds to the Company, pursuant to that certain Loan Agreement, dated
as of October 1, 1996 (the "1996 Loan Agreement"), between the Company and the
Burke Authority and the Burke Authority assigned the Company's obligations to
repay the Burke Authority under the 1996 Loan Agreement to SunTrust Bank,
Atlanta, as trustee (in such capacity, the "Series 1996 Trustee"), as assignee
and pledgee of the Burke Authority pursuant to the Indenture of Trust, dated as
of October 1, 1996 (the "Series 1996 Indenture"), between the Burke Authority
and the Series 1996 Trustee;

     WHEREAS, the Burke Authority issued $9,305,000 in aggregate principal
amount of Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1997C (the "Series 1997C
Bonds"), which have been called for redemption on November 29, 1999;

     WHEREAS, the Burke Authority loaned the proceeds from the sale of the
Series 1997C Bonds to the Company, with such loan being evidenced by that
certain Series 1997C (Burke) Note, dated January 14, 1999 (the "Series 1997C
(Burke) Note"), from the Company to SunTrust Bank, Atlanta, as trustee (in such
capacity, the "Series 1997C (Burke) Trustee"), as assignee and pledgee of the
Burke Authority pursuant to the Indenture of Trust, dated as of October 1, 1998
(the "Series 1997C (Burke) Indenture"), between the Burke Authority and the
Series 1997C (Burke) Trustee;

     WHEREAS, the Burke Authority issued $10,570,000 in aggregate principal
amount of Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power



<PAGE>



Corporation Vogtle Project), Series 1998C (the "Series 1998C Bonds"; the Series
1996 Bonds, the Series 1997C Bonds and the Series 1998C Bonds, collectively, the
"Outstanding Bonds"), which have been called for redemption on November 29,
1999;

     WHEREAS, the Burke Authority loaned the proceeds from the sale of the
Series 1998C (Burke) Bonds to the Company, with such loan being evidenced by
that certain Series 1998C (Burke) Note, dated January 11, 1999 (the "Series
1998C (Burke) Note"; the Series 1997C (Burke) Note and the Series 1998C (Burke)
Note, collectively, the "Outstanding Notes"), from the Company to SunTrust Bank,
Atlanta, as trustee (in such capacity, the "Series 1998C (Burke) Trustee"), as
assignee and pledgee of the Burke Authority pursuant to the Indenture of Trust,
dated as of October 1, 1998 (the "Series 1998C (Burke) Indenture"), between the
Burke Authority and the Series 1998C (Burke) Trustee;

     WHEREAS, the Burke Authority intends to issue $44,090,000 in aggregate
principal amount of Development Authority of Burke County Pollution Control
Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1999B (the
"Series 1999B Bonds"), the proceeds from the sale of which will be loaned to the
Company to refund the Outstanding Bonds and pay the Outstanding Notes;

     WHEREAS, the Company's obligation to repay the loan of the proceeds of the
Series 1999B Bonds will be evidenced by that certain Series 1999B (Burke) Note,
dated the date of its authentication (the "Series 1999B (Burke) Note"), from the
Company to SunTrust Bank, Atlanta, as trustee (in such capacity, the "Series
1999B (Burke) Trustee"), as assignee and pledgee of the Burke Authority pursuant
to the Trust Indenture, dated as of November 1, 1999 (the "Series 1999B (Burke)
Indenture"), between the Burke Authority and the Series 1999B (Burke) Trustee;

     WHEREAS, the Company desires to execute and deliver this Eighth
Supplemental Indenture, in accordance with the provisions of the Original
Indenture, for the purpose of providing for the creation and designation of the
Series 1999B (Burke) Note as an Additional Obligation and specifying the form
and provisions thereof (the Original Indenture, as heretofore, hereby and
hereafter supplemented and modified, being herein sometimes called the
"Indenture");

     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 by the Trustee, may enter into Supplemental
Indentures for the purposes and subject to the conditions set forth in Section
12.1; and

     WHEREAS, all acts and proceedings required by law and by the Articles of
Incorporation and Bylaws of the Company necessary to secure under the Indenture
the payment of the principal of (and premium, if any) and interest on the Series
1999B (Burke) Note, to make the Series 1999B (Burke) Note to be issued
hereunder, when executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal obligation of the Company,
and to constitute the Indenture a valid and binding lien for the security of the
Series 1999B (Burke) Note,



                                        2


<PAGE>



in accordance with its terms, have been done and taken; and the execution and
delivery of this Eighth Supplemental Indenture has been in all respects duly
authorized by the Company;

     NOW, THEREFORE, THIS 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 issued, the Series 1999B
(Burke) Note, to confirm the lien of the Indenture upon the Trust Estate,
including all property purchased, constructed or otherwise acquired by the
Company since the date of execution of the Original Indenture, to secure
performance of the covenants therein and herein contained, to declare the terms
and conditions on which the Series 1999B (Burke) Note is 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 of the character described in the Granting
Clauses of the Original Indenture, including all such property, rights,
privileges and franchises acquired since the date of execution of the Original
Indenture, including, without limitation, all property described in 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 "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 Original Indenture.


                                        3


<PAGE>



     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 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, 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 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 existing 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 therein contained in a timely manner, then the Indenture shall be
canceled and surrendered.


                                        4


<PAGE>



     AND IT IS HEREBY COVENANTED AND DECLARED that the Series 1999B (Burke)
Note is 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 SERIES 1999B (BURKE) NOTE AND
                    CERTAIN PROVISIONS RELATING THERETO

     SECTION 1.1 AUTHORIZATION AND TERMS OF THE SERIES 1999B (BURKE) NOTE.

     There shall be created and established an Additional Obligation in the
Form of a promissory note known as and entitled the "Series 1999B (Burke)
Note"(hereinafter referred to as the "Series 1999B (Burke) Note"), the form,
terms and conditions of which shall be substantially as set forth in this
Section and Section 1.2. The aggregate principal face amount of the Series
1999B (Burke) Note which shall be authenticated and delivered and Outstanding
at any one time is limited to $44,090,000.

     The Series 1999B (Burke) Note shall be dated the date of its
authentication. The Series 1999B (Burke) Note shall mature on January 1, 2020
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 by Section 1.2. The Series 1999B (Burke) Note shall be
authenticated and delivered to, and made payable to, SunTrust Bank, Atlanta,
as trustee, in its capacity as the Series 1999B (Burke) Trustee.

     All payments made on the Series 1999B (Burke) Note shall be made to the
Series 1999B (Burke) Trustee at its principal 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 SERIES 1999B (BURKE) NOTE.

     The Series 1999B (Burke) Note, including the Trustee's authentication
certificate to be executed on such Series 1999B (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.

                                        5


<PAGE>



                                   ARTICLE II

                                  MISCELLANEOUS

     SECTION 2.1 This 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 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
1999B (Burke) 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 Eighth Supplemental Indenture shall have the
meanings ascribed to them in the Original Indenture, except in cases where the
context clearly indicates otherwise.

     SECTION 2.2 All recitals in this 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 2.3 Whenever in this 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 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 2.4 Nothing in this 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 Eighth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Eighth 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 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, or as many of them as the Company and
the Trustee shall preserve undestroyed, shall together constitute but one and
the same instrument.


                                        6


<PAGE>



     SECTION 2.6 To the extent permitted by applicable law, this 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
                                    P. O. Box 1349
                                    Tucker, Georgia 30085-1349,

and the mailing address of the Trustee, as secured party, is:

                                    SunTrust Bank, Atlanta
                                    25 Park Place
                                    Atlanta, Georgia 30303-2900





                                   [Signatures on Next Page.]


                                        7


<PAGE>




     IN WITNESS WHEREOF, the parties hereto have caused this 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

2100 East Exchange Place
P. O. Box 1349
Tucker, Georgia 30085-1349

                                       By: /S/ THOMAS A. SMITH
                                           -------------------
                                           Thomas A. Smith
                                           President and Chief Executive Officer



Signed, sealed and delivered           Attest: /S/ PATRICIA N. NASH
by the Company in the presence of:             --------------------
                                               Patricia N. Nash
                                               Secretary

/S/ ASHLEY R. HURST
-------------------
Witness

/S/ KATHERINE G. ROBINSON
-------------------------
Notary Public                                    [CORPORATE SEAL]

(Notarial Seal)

My commission expires:      MAY 28, 2000
                            ------------

                      [Signatures Continued on Next Page.]

<PAGE>



                   [Signatures Continued from Previous Page.]

TRUSTEE:                            SUNTRUST BANK, ATLANTA
                                    a banking corporation organized and existing
                                    under the laws of the State of Georgia

                                    By: /S/ GEORGE T. HOGAN
                                        -------------------
Signed, sealed and delivered            George T. Hogan
by the Trustee in the                   Vice President
presence of:

                                    By: /S/ OLGA G. WARREN
                                        ------------------
/S/ REBECCA FISCHER                     Olga G. Warren
---------------------                   Vice President
Witness

 /S/ TERESA R. TURNER
---------------------
Notary Public                                          [BANK SEAL]

(Notarial Seal)

My commission expires:  APRIL 3, 2001
                        -------------




<PAGE>



                                    EXHIBIT A

     All property of the Company in the Counties of Appling, Ben Hill, Burke,
Carroll, Clarke, Cobb, DeKalb, Floyd, Fulton, Heard, Jackson, Monroe, and
Toombs, State of Georgia, including, without limitation, the properties more
specifically described below:

     No additional properties to be specifically described.



                                       A-1


<PAGE>



                                    EXHIBIT B
                                    ---------


                       [Form of Series 1999B (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 NOVEMBER 1,
1999, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND SUNTRUST BANK,
ATLANTA, AS TRUSTEE.

                          OGLETHORPE POWER CORPORATION
                      (AN ELECTRIC MEMBERSHIP CORPORATION)

                          SERIES 1999B (BURKE) NOTE    DATE: November 17, 1999

                                (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 $44,090,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 1999B (the "Series 1999B (Burke) Bonds"), hereby
promises to pay to SunTrust Bank, Atlanta (the "Series 1999B (Burke) Trustee"),
as assignee and pledgee of the Burke Authority, acting pursuant to the Trust
Indenture, dated as of November 1, 1999, from the Burke Authority to the Series
1999B (Burke) Trustee (the "Series 1999B Indenture"), or its successor in trust,
the principal sum of $44,090,000, together with interest and prepayment premium
(if any) thereon as follows:

          (a) on or before each Interest Payment Date (as defined in the Series
1999B Indenture), a sum which will equal the interest on the Series 1999B
(Burke) Bonds which will become due on such Interest Payment Date on the
Series 1999B (Burke) Bonds; and

          (b) on or before January 1, 2020, a sum which will equal the principal
amount of the Series 1999B (Burke) Bonds which will become due on January
1, 2020; and

          (c) on or before any redemption date for the Series 1999B (Burke)
Bonds, a sum equal to the principal of, redemption premium (if any) and
interest on, the Series 1999B (Burke) Bonds which are to be redeemed on
such date.

     This Series 1999B (Burke) Note evidences the Loan (as defined in the
Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the
obligation to repay the same and shall be



                                       B-1


<PAGE>



governed by and shall be payable in accordance with the terms, conditions and
provisions of the Loan Agreement, dated as of November 1, 1999 (the
"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 1999B (Burke) Bonds.

     This Series 1999B (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 Eighth Supplemental Indenture, dated as of November 1,
1999 (the "Eighth Supplemental Indenture"), and the Ninth Supplemental
Indenture, dated as of November 1, 1999 (the "Ninth Supplemental Indenture"),
between Oglethorpe, as grantor, and 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 1999B (Burke) Note and of the terms upon which
this Series 1999B (Burke) Note is authenticated and delivered. This Series 1999B
(Burke) Note is created by the Eighth Supplemental Indenture and designated as
the "Series 1999B (Burke) Note."

     All payments hereon are to be made to the Series 1999B (Burke) Trustee at
its principal 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 4.6 of the 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 Agreement.

     This Series 1999B (Burke) Note may be prepaid upon the terms and conditions
set forth in Article VIII of the Agreement.

     If the Series 1999B (Burke) Trustee shall accelerate payment of the Series
1999B (Burke) Bonds, all payments on this Series 1999B (Burke) Note shall be
declared due and payable in the manner and with the effect provided in the
Agreement. The Agreement provides that, under certain conditions, such
declaration shall be rescinded by the Series 1999B (Burke) Trustee.

     No recourse shall be had for the payments required hereby or for any claim
based herein or in the 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 constitution provision, statute or
rule of law or by the enforcement of any assessment or by any legal or equitable
proceedings or otherwise.



                                       B-2


<PAGE>



     This Series 1999B (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 1999B (Burke) Note shall be governed by and construed in
accordance with the laws of the State of Georgia.



                                       B-3


<PAGE>



     IN WITNESS WHEREOF, Oglethorpe has caused this Series 1999B (Burke) Note to
be executed in its corporate name by its President and Chief Executive Officer
and attested by its Secretary and its corporate seal to be hereunto affixed.

                                        OGLETHORPE POWER CORPORATION
                                       (AN ELECTRIC MEMBERSHIP
                                        CORPORATION)

                                        By:
                                           ---------------------------
                                           Thomas A. Smith
                                           President and Chief Executive Officer

(SEAL)

Attest:

------------------------
Patricia N. Nash
Secretary



                                       B-4


<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Obligations of the series designated therein referred to
in the within mentioned Indenture.

                                          SUNTRUST BANK, ATLANTA, as Trustee

                                          By:
                                             ------------------------
                                             Authorized Signatory



                                       B-5