I,
,
, of the Borrower, hereby certify on behalf of the
Borrower that, as of the quarter/year ending
,
,
the statements below are accurate and complete in all material respects (all
capitalized terms used herein unless otherwise defined shall have the meanings
set forth in the Credit Agreement):
a.
No Default or Event of Default exists
under the Credit Agreement, except as indicated on a separate page attached
hereto, together with an explanation of the action taken or proposed to be taken
by the Borrower with respect thereto.
b.
The quarterly/annual financial
statements for the fiscal period cited above delivered pursuant to
Section 6.1(a)/6.1(b) of the Credit Agreement are true and correct and have been
prepared in accordance with GAAP (in the case of any quarterly financial
statements, subject to changes resulting from audit and normal year-end audit
adjustments).
As of the end of such fiscal period, Patronage Capital of the
Borrower was at least $675,000,000.
c.
In connection with the delivery of
annual financial statements only, attached hereto as Schedule 1 is an updated
Schedule 5.20 (Gross Member Revenues) of the Credit Agreement (calculated as of
the last day of the prior fiscal year).
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)
By:
Name:
Title:
Schedule 1 to Officer's Certificate
Schedule 6.22 (Gross Member Revenues)(1)
(1)
In connection with the delivery of annual financial statements only
EXHIBIT 10.3(b)
FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each] (2) Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Credit Agreement, and (ii)