EX-4.7.1(HH) 4 a2172483zex-4_71hh.htm EXHIBIT 4.7.1(HH)
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EXHIBIT 4.7.1(hh)

This Instrument prepared by and
upon recording, please return to:
Cindy A. Upchurch, Esq.
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
SUNTRUST BANK,
TRUSTEE

THIRTY-THIRD SUPPLEMENTAL
INDENTURE

Relating to the
Series 2006 (FFB P-8) Note
and
Series 2006 (RUS P-8) Reimbursement Note

Dated as of May 1, 2006

FIRST MORTGAGE OBLIGATIONS

THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 2006, 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 (hereinafter called the "Company"), and SUNTRUST BANK, formerly known as 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 and not otherwise defined shall have the meanings assigned to them in the Original Indenture);

WHEREAS, the Original Indenture has heretofore been amended and supplemented by thirty-two Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, hereinafter sometimes called the "Indenture"), and the Original Indenture and the thirty-two Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto;

WHEREAS, the Company is entering into a Second Amended and Restated Loan Contract, dated as of May 31, 2006, with the United States of America, acting by and through the Administrator of the Rural Utilities Service ("RUS") which, among other things, provides the terms and conditions of a loan from the Federal Financing Bank ("FFB") in a principal amount of up to $92,000,000 (the "FFB P-8 Loan");

WHEREAS, the Company's obligation to repay the FFB P-8 Loan will be evidenced by that certain Series 2006 (FFB P-8) Note, dated the date of its authentication (the "Series 2006 (FFB P-8) Note"), from the Company to FFB;

WHEREAS, RUS will guarantee the Company's obligation to repay the FFB P-8 Loan;

WHEREAS, the Company will be obligated to reimburse RUS for any payments made to FFB on behalf of the Company in connection with the FFB P-8 Loan;

WHEREAS, the Company's obligation to reimburse RUS for any payment under its guarantee to FFB will be evidenced by that certain Series 2006 (RUS P-8) Reimbursement Note, dated the date of its authentication (the "Series 2006 (RUS P-8) Reimbursement Note"; together with the Series 2006 (FFB P-8) Note, the "Series 2006 (P-8) Notes"), from the Company to RUS;

WHEREAS, the Company desires to execute and deliver this Thirty-Third Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation and designation of the Series 2006 (P-8) Notes as Additional Obligations and specifying the forms and provisions thereof;

WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including to create additional series of Obligations under the Indenture and to make provisions for such additional series of Obligations; and

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under the Indenture the payment of the principal of (and premium, if any) and interest on the Series 2006 (P-8) Notes, to make the Series 2006 (P-8) Notes 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 2006 (P-8) Notes, in accordance with its

terms, have been done and taken; and the execution and delivery of this Thirty-Third Supplemental Indenture have been in all respects duly authorized by the Company;

NOW, THEREFORE, THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH, 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 2006 (P-8) Notes, to confirm the lien of the Indenture upon the Trust Estate, including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein contained, to declare the terms and conditions on which the Series 2006 (P-8) Notes are secured, and in consideration of the premises thereof and hereof, the Company by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created thereby and hereby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, 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 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 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 Indenture to the extent contemplated thereby.

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

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

TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated, 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 Original 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 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 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 THIRTY-THIRD SUPPLEMENTAL INDENTURE, is given to secure the Outstanding Secured Obligations, and 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 2006 (P-8) Notes are to be authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Original 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 2006 (P-8) NOTES AND
CERTAIN PROVISIONS RELATING THERETO

Section 1.1 Authorization and Terms of the Series 2006 (FFB P-8) Note.

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006 (FFB P-8) 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 2006 (FFB P-8) Note is limited to $92,000,000.

The Series 2006 (FFB P-8) Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee and received and held by FFB, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

The Series 2006 (FFB P-8) Note shall be dated the date of its authentication. The Series 2006 (FFB P-8) Note shall mature on December 31, 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 hereof. The Series 2006 (FFB P-8) Note shall be authenticated and delivered to, and made payable to, FFB.

All payments made on the Series 2006 (FFB P-8) Note shall be made as provided in the Series 2006 (FFB P-8) Note 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 2006 (FFB P-8) Note.

The Series 2006 (FFB P-8) Note and the Trustee's certificate of authentication for the Series 2006 (FFB P-8) 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 2006 (FFB P-8) 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.

Pursuant to Section 1.20 of the Original Indenture, the United States of America, acting by and through the Administrator of RUS, shall be, and shall have the rights of, the Holder of the Series 2006 (FFB P-8) Note for all purposes under the Indenture at all times during which the Series 2006 (FFB P-8) Note continues to be guaranteed by the United States of America, acting by and through the Administrator of RUS.

Section 1.3 Authorization and Terms of the Series 2006 (RUS P-8) Reimbursement Note.

There shall be created and established an Additional Obligation in the form of a reimbursement note known as and entitled the "Series 2006 (RUS P-8) Reimbursement Note," the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.4 hereof.

The Series 2006 (RUS P-8) Reimbursement Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee and received and held by the Holder thereof, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

The Series 2006 (RUS P-8) Reimbursement Note shall be dated the date of its authentication. The Series 2006 (RUS P-8) Reimbursement Note shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of note prescribed pursuant to Section 1.4 hereof. The Series 2006 (RUS P-8) Reimbursement Note shall be authenticated and delivered to, and made payable to, the United States of America, acting by and through the Administrator of RUS.

All payments made on the Series 2006 (RUS P-8) Reimbursement Note shall be made to the United States of America, acting by and through the Administrator of RUS, at the United States Treasury, Washington, D.C. in lawful money of the United States of America which will be immediately available on the date payment is due.

The Series 2006 (RUS P-8) Reimbursement Note is an Additional Obligation issued by the Company for the purpose of evidencing the Company's obligation to reimburse the United States of America, acting by and through the Administrator of RUS, for all amounts paid, or for any advances or loans made to or on behalf of the Company, on account of the guarantee by the United States of America, pursuant to the Rural Electrification Act of 1936, as amended, of the Series 2006 (FFB P-8) Note, and related interest, fees, costs, penalties, charges and other amounts, and constitutes an "RUS Reimbursement Obligation" as described in Section 4.9 of the Original Indenture.

Section 1.4 Form of the Series 2006 (RUS P-8) Reimbursement Note.

The Series 2006 (RUS P-8) Reimbursement Note and the Trustee's certificate of authentication for such Series 2006 (RUS P-8) Reimbursement 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 2006 (RUS P-8) Reimbursement 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 Indenture.

ARTICLE II

MISCELLANEOUS

Section 2.1 This Thirty-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 Original Indenture shall be applicable to the Series 2006 (P-8) Notes to the same extent as if specifically set forth herein. All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other provisions as they may be amended or modified from time to time pursuant to the Indenture. All capitalized terms used in this Thirty-Third Supplemental Indenture shall have the same meanings ascribed to them in the Original Indenture, except in cases where the context clearly indicates otherwise.

Section 2.2 All recitals in this Thirty-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 2.3 Whenever in this Thirty-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 Thirty-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 2.4 Nothing in this Thirty-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 Thirty-Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-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 2.5 This Thirty-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 counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 2.6 To the extent permitted by applicable law, this Thirty-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 (30084-5336)
P.O. Box 1349 (30085-1349)
Tucker, GA

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

		SunTrust Bank Corporate Trust Department Mail Code 008 25 Park Place, 24^th Floor Atlanta, Georgia 30303-2900

[Signatures on Next Page.]

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-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/ Thomas A. Smith Thomas A. Smith President and Chief Executive Officer

Signed, sealed and delivered by the Company in the presence of:	Attest:	/s/ Patricia N. Nash Patricia N. Nash Secretary
/s/ Cindy A. Upchurch Witness
/s/ Thomas J. Brendiar Notary Public
[NOTARIAL SEAL]	[CORPORATE SEAL]
My Commission expires: 1/27/09

[Signatures Continued on Next Page.]

[Signatures Continued from Previous Page.]

Trustee:	SUNTRUST BANK, as Trustee a banking corporation organized and existing under the laws of the State of Georgia
	By:	/s/ B. A. Donaldson Name: B. A. Donaldson Title: First Vice President
Signed, sealed and delivered by the Trustee in the presence of:	By:	/s/ George Hogan Name: George Hogan Title: Vice President
/s/ Michelle Nguyen Witness
/s/ Syra I. Arzu Notary Public
[NOTARIAL SEAL]	[BANK SEAL]
My Commission expires: 11/16/09

Exhibit A

All property of the Company in the Counties of Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Heard, Jackson, Monroe, Talbot and Toombs, State of Georgia.

Schedule 1

RECORDING INFORMATION
FOR
COUNTY, GEORGIA

DOCUMENT		RECORDING INFORMATION		DATE OF RECORDING
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
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

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ARTICLE I THE SERIES 2006 (P-8) NOTES AND CERTAIN PROVISIONS RELATING THERETO
ARTICLE II MISCELLANEOUS
Exhibit A
Schedule 1