10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File No. 33-7591

(An Electric Membership Corporation)
(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization)	58-1211925 (I.R.S. employer identification no.)
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices)	30084 (Zip Code)
Registrant's telephone number, including area code	(770) 270-7600

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer o    Accelerated Filer o    Non-Accelerated Filer ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The registrant is a membership corporation and has no authorized or outstanding equity securities.

OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2007

			Page No.
PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Unaudited Condensed Balance Sheets as of June 30, 2007 and December 31, 2006	3
		Unaudited Condensed Statements of Revenues and Expenses For the Three Months and Six Months ended June 30, 2007 and 2006	5
		Unaudited Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit For the Six Months ended June 30, 2007 and 2006	6
		Condensed Statements of Cash Flows Unaudited For the Six Months ended June 30, 2007 and 2006	7
		Notes to Unaudited Condensed Financial Statements For the Six Months ended June 30, 2007 and 2006	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
	Item 4.	Controls and Procedures	19
PART II — OTHER INFORMATION
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factors	20
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3.	Defaults Upon Senior Securities	20
	Item 4.	Submission of Matters to a Vote of Security Holders	20
	Item 5.	Other Information	20
	Item 6.	Exhibits	21
SIGNATURES			22

2

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements

Oglethorpe Power Corporation
Condensed Balance Sheets
June 30, 2007 and December 31, 2006

			(dollars in thousands)
		2007			2006
			(Unaudited)
Assets
Electric plant:
	In service	$	5,784,001		$	5,769,129
	Less: Accumulated provision for depreciation		(2,559,447	)		(2,495,049	)
			3,224,554			3,274,080
	Nuclear fuel, at amortized cost		113,366			119,076
	Construction work in progress		104,146			68,145
			3,442,066			3,461,301
Investments and funds:
	Decommissioning fund, at market		247,327			233,309
	Deposit on Rocky Mountain transactions, at cost		97,969			94,772
	Bond, reserve and construction funds, at market		5,541			6,397
	Investment in associated companies, at cost		46,045			43,331
	Long-term investments, at market		119,019			118,281
	Other, at cost		1,478			1,478
			517,379			497,568
Current assets:
	Cash and cash equivalents, at cost		346,193			423,757
	Restricted cash and cash equivalents, at cost		—			18,312
	Receivables		120,580			91,360
	Inventories, at average cost		150,324			135,996
	Prepayments and other current assets		4,922			4,234
			622,019			673,659
Deferred charges:
	Premium and loss on reacquired debt, being amortized		109,579			112,147
	Deferred amortization of capital leases		93,359			95,450
	Deferred debt expense, being amortized		29,062			30,072
	Deferred outage costs, being amortized		38,817			25,782
	Deferred tax assets		96,000			—
	Other		8,060			5,766
			374,877			269,217
		$	4,956,341		$	4,901,745

The accompanying notes are an integral part of these condensed financial statements.

3

Oglethorpe Power Corporation
Condensed Balance Sheets
June 30, 2007 and December 31, 2006

			(dollars in thousands)
		2007			2006
			(Unaudited)
Equity and Liabilities
Capitalization:
	Patronage capital and membership fees	$	515,318		$	497,509
	Accumulated other comprehensive deficit		(23,922	)		(28,988	)
			491,396			468,521
	Long-term debt		3,183,489			3,197,478
	Obligation under capital leases		272,437			283,816
	Obligation under Rocky Mountain transactions		97,969			94,772
			4,045,291			4,044,587
Current liabilities:
	Long-term debt and capital leases due within one year		185,387			234,621
	Accounts payable		35,294			31,662
	Accrued interest		52,878			54,489
	Accrued and withheld taxes		36,012			41,755
	Other current liabilities		8,234			9,167
			317,805			371,694
Deferred credits and other liabilities:
	Gain on sale of plant, being amortized		37,248			38,485
	Net benefit of Rocky Mountain transactions, being amortized		62,114			63,707
	Asset retirement obligations		257,516			249,575
	Accumulated retirement costs for other obligations		54,727			56,220
	Deferred liability associated with asset retirement obligations		19,997			11,085
	Interest rate swap arrangements		23,615			29,417
	Long-term contingent liability		96,000			—
	Other		42,028			36,975
			593,245			485,464
		$	4,956,341		$	4,901,745

The accompanying notes are an integral part of these condensed financial statements.

4

Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three and Six Months Ended June 30, 2007 and 2006

				(dollars in thousands)
			Three months						Six Months
			2007			2006			2007			2006
Operating revenues:
	Sales to Members		$	302,363		$	276,134		$	570,371		$	544,479
	Sales to non-Members			431			385			746			772
		Total operating revenues		302,794			276,519			571,117			545,251
Operating expenses:
	Fuel			105,452			92,233			187,218			159,365
	Production			65,203			63,646			128,873			124,905
	Purchased power			40,278			38,822			71,156			93,527
	Depreciation and amortization			36,628			36,771			72,994			84,491
	Accretion			5,229			8,153			10,162			11,971
	Gain on sale of emission allowances			(394	)		(715	)		(394	)		(39,529	)
		Total operating expenses		252,396			238,910			470,009			434,730
Operating margin				50,398			37,609			101,108			110,521
Other income (expense):
	Investment income			11,658			13,263			23,293			22,652
	Other			2,171			2,080			4,783			4,502
		Total other income		13,829			15,343			28,076			27,154
Interest charges:
	Interest on long-term-debt and capital leases			52,605			50,120			104,861			99,786
	Other interest			624			799			1,222			1,510
	Allowance for debt funds used during construction			(1,528	)		(630	)		(3,024	)		(1,230	)
	Amortization of debt discount and expense			4,172			3,939			8,316			7,879
		Net interest charges		55,873			54,228			111,375			107,945
Net margin (deficit)			$	8,354		$	(1,276	)	$	17,809		$	29,730

The accompanying notes are an integral part of these condensed financial statements.

5

Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Deficit (Unaudited)
For the Six Months Ended June 30, 2007 and 2006

			(dollars in thousands)
		Patronage Capital and Membership Fees		Accumulated Other Comprehensive Margin (Deficit)			Total
Balance at December 31, 2005		$	479,308	$	(35,498	)	$	443,810
Components of comprehensive margin:
	Net margin		29,730					29,730
	Unrealized gain on interest rate swap arrangements				9,680			9,680
	Unrealized loss on available-for-sale securities				(48	)		(48	)
Total comprehensive margin								39,362
Balance at June 30, 2006		$	509,038	$	(25,866	)	$	483,172
Balance at December 31, 2006		$	497,509	$	(28,988	)	$	468,521
Components of comprehensive margin:
	Net margin		17,809					17,809
	Unrealized gain on interest rate swap arrangements				4,969			4,969
	Unrealized gain on available-for-sale securities				97			97
Total comprehensive margin								22,875
Balance at June 30, 2007		$	515,318	$	(23,922	)	$	491,396

The accompanying notes are an integral part of these condensed financial statements.

6

Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2007 and 2006

					(dollars in thousands)
				2007			2006
Cash flows from operating activities:
	Net margin			$	17,809		$	29,730
	Adjustments to reconcile net margin to net cash provided by operating activities:
		Depreciation and amortization, including nuclear fuel			115,330			120,855
		Accretion cost			10,162			11,971
		Amortization of deferred gains associated with sale-leasebacks			(2,830	)		(320	)
		Allowance for equity funds used during construction			(761	)		(2,830	)
		Deferred outage costs			(27,780	)		(18,965	)
		Other			2,887			131
	Change in operating assets and liabilities:
		Receivables			(30,384	)		(25,253	)
		Inventories			(14,328	)		(35,618	)
		Prepayments and other current assets			(688	)		(434	)
		Accounts payable			3,632			(14,291	)
		Accrued interest			(1,611	)		(44,924	)
		Accrued and withheld taxes			(5,743	)		2,068
		Other current liabilities			(911	)		(321	)
			Total adjustments		46,975			(7,931	)
Net cash provided by operating activities					64,784			21,799
Cash flows from investing activities:
	Property additions				(71,231	)		(49,068	)
	Activity in decommissioning fund—Purchases				(259,388	)		(472,904	)
	—Proceeds				249,707			461,142
	Activity in bond, reserve and construction funds—Purchases				(95	)		—
	—Proceeds				1,007			914
	Decrease in restricted cash and cash equivalents				18,312			16,156
	Decrease in other short-term investments				—			174,139
	Increase in investment in associated organizations				(1,847	)		(1,092	)
	Activity in other long-term investments—Purchases				(349,764	)		(223,769	)
	—Proceeds				351,224			203,605
	Decrease in Members' advances				—			(72,857	)
	Other				(2,569	)		694
Net cash provided by (used in) investing activities					(64,644	)		36,960
Cash flows from financing activities:
	Long-term debt proceeds				26,389			—
	Long-term debt payments				(100,992	)		(134,110	)
	Other				(3,101	)		750
Net cash used in financing activities					(77,704	)		(133,360	)
Net decrease in cash and cash equivalents					(77,564	)		(74,601	)
Cash and cash equivalents at beginning of period					423,757			170,734
Cash and cash equivalents at end of period				$	346,193		$	96,133
Cash paid for:
	Interest (net of amounts capitalized)			$	104,670		$	144,989

The accompanying notes are an integral part of these condensed financial statements.

7

Oglethorpe Power Corporation
Notes to Unaudited Condensed Financial Statements
June 30, 2007 and 2006

(A)

General.    The condensed financial statements included in this report have been prepared by Oglethorpe Power Corporation (Oglethorpe), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the information furnished in this report reflects all adjustments (which include only normal recurring adjustments) and estimates necessary to fairly state, in all material respects, the results for the periods ended June 30, 2007 and 2006. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although Oglethorpe believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC. The results of operations for the three-month and six-month periods ended June 30, 2007 are not necessarily indicative of results to be expected for the full year. As noted in Oglethorpe's 2006 Annual Report on Form 10-K, substantially all of Oglethorpe's sales are to its 38 electric distribution cooperative members (the Members) and, thus, the receivables on the accompanying balance sheets are principally from its Members. (See "Notes to Financial Statements" in Oglethorpe's 2006 Annual Report on Form 10-K.)

(B)

Adoption of Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an Interpretation of Financial Accounting Standards No. 109 Positions" (FIN 48).    In July 2006, the Financial Accounting Standards Board (FASB) issued FIN 48. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, Oglethorpe may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has the greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Oglethorpe and its subsidiaries file a U.S. federal consolidated income tax return. The U.S. federal statute of limitations remains open for the year 2003 forward. State jurisdictions have statutes of limitations generally ranging from three to five years from the filing of an income tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Years still open to examination by tax authorities in major state jurisdictions include 2003 forward.

Oglethorpe adopted the provisions of FIN 48 effective January 1, 2007. As a result of the adoption of FIN 48, Oglethorpe recognized a $96 million increase in the liability for unrecognized tax benefits. This change in the liability resulted in no decrease to the January 1, 2007 balance of patronage capital as the effects were offset by recognition of deferred tax assets. Oglethorpe is carrying forward significant regular tax and alternative minimum tax (AMT) net operating losses (NOLs). Therefore, any regular tax liability in the open years related to the uncertain tax position would be offset by regular NOLs. However, Oglethorpe would be liable for the portion of AMT for this period that is not allowed to be offset by the AMT NOLs. In the current open years, Oglethorpe's exposure is not material to its consolidated results of operations, cash flows or financial position.

8

Oglethorpe recognizes accrued interest with uncertain tax positions in interest expense in the condensed statements of revenues and expenses. As of June 30, 2007, Oglethorpe has recorded approximately $635,000 for interest in the accompanying balance sheet. It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however, Oglethorpe does not expect the change to have a significant impact on its results of operations, its financial position or its effective tax rate.

(C)

New Accounting Standards.    In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," including an amendment of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. The statement provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of this Statement apply only to entities that elect the fair value option; however, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for Oglethorpe January 1, 2008. Oglethorpe is evaluating what impact, if any, the adoption of SFAS No. 159 will have on Oglethorpe's financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change the current practice for measuring fair value. SFAS No. 157 is effective January 1, 2008, and Oglethorpe is evaluating the impact, if any, that the adoption of SFAS No. 157 will have on Oglethorpe's financial position or results of operations.

(D)

Accumulated Comprehensive Deficit.    The table below provides detail of the beginning and ending balance for each classification of accumulated other comprehensive deficit along with the amount of any reclassification adjustments included in margin for each of the periods presented in the Statement of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit. There were no material changes in the nature, timing or amounts of expected (gain) loss reclassified to net margin from the amounts disclosed in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006.

9

Oglethorpe's effective tax rate is zero; therefore, all amounts below are presented net of tax.

	Accumulated Other Comprehensive Deficit
	(dollars in thousands)
	Interest Rate Swap Arrangements		Available-for-sale Securities		Total
Balance at December 31, 2005	($34,910	)	($588	)	($35,498	)
Unrealized gain/(loss)	9,680		(96	)	9,584
(Gain) loss reclassified to net margin	—		48		48
Balance at June 30, 2006	($25,230	)	($636	)	($25,866	)
Balance at December 31, 2006	($28,584	)	($404	)	($28,988	)
Unrealized gain/(loss)	4,969		97		5,066
(Gain) loss reclassified to net margin	—		—		—
Balance at June 30, 2007	($23,615	)	($307	)	($23,922	)

(E)

Environmental Matters:    Set forth below are environmental matters that could have an effect on Oglethorpe's financial condition or results of operations. At this time, the resolution of these matters is uncertain, and Oglethorpe has made no accruals for such contingencies and cannot reasonably estimate the possible loss or range of loss with respect to these matters.

1.    General.    As is typical for electric utilities, Oglethorpe is subject to various federal, state and local air and water quality requirements which, among other things, regulate emissions of pollutants, such as particulate matter, sulfur dioxide (SO₂) and nitrogen oxides (NO_x) into the air and discharges of other pollutants, including heat, into waters of the United States. Oglethorpe is also subject to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste.

In general, environmental requirements are becoming increasingly stringent. New requirements may substantially increase the cost of electric service by requiring changes in the design or operation of existing facilities. Failure to comply with these requirements could result in the imposition of civil and criminal penalties as well as the complete shutdown of individual generating units not in compliance. Certain of our debt instruments require us to comply in all material respects with laws, rules, regulations and orders imposed by applicable governmental authorities, which include current or future environmental laws and regulations. Should we fail to be in compliance with these requirements, it would constitute a default under such debt instruments. Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations.

2.    Clean Air Act.    In December 2002, the Sierra Club, Physicians for Social Responsibility, Georgia Forest Watch and one individual filed suit in Federal Court in Georgia against Georgia Power Company (GPC) alleging violations of the Clean Air Act at Plant Wansley. The complaint alleges violations of opacity limits at both the coal-fired units, in which Oglethorpe is a co-owner, and other violations at several of the combined cycle units in which Oglethorpe has no ownership interest. This civil action requested injunctive and declaratory relief, civil penalties, a supplemental environmental project and attorneys' fees. In December 2004, the U.S. District Court for the Northern District of Georgia issued an Order holding GPC liable for certain violations of opacity

10

limits at the coal-fired units. In March 2006, the US Court of Appeals for the Eleventh Circuit reversed the Order, remanding it back to the District Court for trial on the issues. In November 2006, additional briefs were filed and oral argument was presented on the pending motions for summary judgment. In January 2007, the District Court ruled in favor of GPC on all counts still pending that involved the units co-owned by Oglethorpe. The parties entered into a consent decree on the other issue which was entered by the Court on May 25, 2007, and the case was dismissed with prejudice on June 18, 2007.

In January 2003, the Sierra Club appealed an unsuccessful challenge to the air operating permit for the Chattahoochee combined cycle facility to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe acquired this facility when it merged with Chattahoochee EMC in May 2003. Oglethorpe intervened in the appeal on behalf of the U.S. Environmental Protection Agency (EPA). In May 2004, the Court ruled in favor of the Sierra Club, invalidating EPA's denial of the petition and remanding the matter to EPA for further consideration. In November 2005, EPA issued an order denying Sierra Club's petition to object to the permit. In January 2006, the Sierra Club filed an appeal of that order to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe again intervened in the appeal on behalf of EPA, and on June 26, 2007, the Court ruled in favor of EPA, upholding its decision not to object to the permit. The time for Sierra Club to appeal has not yet expired.

In April 2007, the Sierra Club and the Coosa River Basin Initiative appealed two unsuccessful permit challenges involving operating permit renewals for Plants Scherer (co-owned by Oglethorpe Power), Bowen, Hammond and Branch to the U.S. Court of Appeals for the Eleventh Circuit. The permits were all challenged on the bases of not including compliance schedules to bring the sources into compliance with the opacity standards, not including an adequate statement of basis, and for Scherer and Bowen, not including compliance schedules to bring the sources into compliance with Prevention of Significant Deterioration requirements. Oglethorpe filed a motion to intervene on behalf of EPA in the case and that motion was granted. Briefing on the case is scheduled to be completed in November 2007. Oral argument is expected to be scheduled for Spring of 2008, with a decision reached by the Court later next year.

(F)

Sale of SO₂ Allowances.    During the three-month and six-month periods ended June 30, 2006, Oglethorpe sold SO₂ allowances in excess of its needs to various third parties and received $0.7 million and $39.5 million in net proceeds from these sales, respectively. The 2006 gain on these sales is reflected in the "Gain on sale of emission allowances" in the accompanying Condensed Statements of Revenues and Expenses (Unaudited). Sales of SO₂ allowances for the comparable periods of 2007 totaled $0.4 million.

(G)

Ad Valorem Tax Matters.    For each tax year 2003-2006, the Monroe County Board of Tax Assessors has issued its assessment of Oglethorpe's interest in Plant Scherer for an amount greater than the value determined by the Georgia Department of Revenue (DOR). Oglethorpe has appealed each of the county's valuations by filing a notice of arbitration with the Monroe County Board of Tax Assessors. The arbitration for all four appeals are on hold pending the outcome of a related case filed by GPC, which challenges the authority of Monroe County to change the values determined by the Georgia Department of Revenue. GPC obtained a ruling from the Georgia Court of Appeals that Monroe County did not have the authority to change the values determined by the Georgia Department of Revenues. However, the Georgia Supreme Court granted the County's request to review that ruling and has placed the case on its October 2007 oral argument calendar. Depending on the final outcome of the GPC appeal, the arbitration for Oglethorpe's four appeals will be heard by a panel of arbitrators, with the right to appeal first to Monroe County Superior Court and then to the Georgia appellate courts. None of the appeals have been sent to the arbitrators, but even if a negative result occurred, Oglethorpe does not believe that it would have a material effect on its results of operations.

11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

For the Three Months and Six Months Ended June 30, 2007 and 2006

Forward-Looking Statements and Associated Risks

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated transactions by Oglethorpe, (ii) Oglethorpe's future capital requirements and sources of capital and (iii) achievement of a minimum 1.10 Margins for Interest Ratio (MFI Ratio). These forward-looking statements are based largely on Oglethorpe's current expectations and are subject to a number of risks and uncertainties, some of which are beyond Oglethorpe's control. For factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see Oglethorpe's 2006 Annual Report on Form 10-K, in particular Item 1A—Risk Factors. In light of these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking statements contained in this Quarterly Report will in fact transpire.

Net Margin

Oglethorpe's net margin (deficit) for the three-month and six-month periods ended June 30, 2007 was $8.4 million and $17.8 million compared to ($1.3) million and $29.7 million for the same periods of 2006. The net margin (deficit) variances for the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006 primarily relate to the gain on sale of SO₂ allowances during the first quarter of 2006 as discussed in Note F to Oglethorpe's Unaudited Condensed Financial Statements. See "Operating Revenues" below for discussion regarding impact of gain on sale of SO₂ allowances on Member capacity revenues.

Throughout the year, Oglethorpe monitors its financial results and, with Board approval, makes budget adjustments when and as necessary to ensure that a net margin equivalent to the minimum 1.10 MFI Ratio required under the Mortgage Indenture is achieved. Oglethorpe's management anticipates that the margin for the year ended December 31, 2007 will be approximately $19 million, which will yield an MFI Ratio of 1.10. For additional information on Oglethorpe's margin requirement, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Cooperative Operations—Rates and Regulation" in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006.

Operating Revenues

Oglethorpe's operating revenues fluctuate from period to period based on factors including weather and other seasonal factors, load growth in the service territories of its Members, operating costs, availability of electric generation resources, Oglethorpe's decisions of whether to dispatch its owned or purchased resources or Member-owned resources over which it has dispatch rights and by Members' decisions of whether to purchase a portion of their hourly energy requirements from Oglethorpe's resources or from other suppliers.

Total revenues from sales to Members were 9.5% and 4.8% higher in the three-month and six-month periods ended June 30, 2007 than such revenues for the same periods of 2006. Megawatt-hour (MWh) sales to Members increased 0.3% in the current quarter of 2007 versus the same quarter of 2006 and decreased 2.1% during the six months ended June 30, 2007 compared to the same period of 2006. The average total revenue per MWh from sales to Members increased 9.2% and 7.0% for the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006. For the six-months ended June 30, 2007 the decrease in MWhs supplied by Oglethorpe to its Members was primarily due

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to the termination, effective March 31, 2006, of an agreement to purchase capacity and energy from Georgia Power Company (GPC) at a favorable cost. This decrease was offset somewhat by an increase in MWhs generated and sold to Members. For further discussion regarding purchased power costs and increase in generation, see "Operating Expenses" below.

The components of Member revenues for the three months and six months ended June 30, 2007 and 2006 were as follows (amounts in thousands except for cents per kilowatt hour):

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Capacity revenues	$	151,990	$	142,146	$	303,860	$	290,953
Energy revenues		150,373		133,988		266,511		253,526
Total	$	302,363	$	276,134	$	570,371	$	544,479
Kilowatt hours sold to Members		5,605,111		5,588,449		10,569,141		10,799,650
Cents per kilowatt hour		5.39¢		4.94¢		5.40¢		5.04¢

Capacity revenues for the three-month and six-month periods ended June 30, 2007 increased 6.9% and 4.4% compared to the same periods of 2006. Capacity revenues as budgeted and billed for 2007 reflect lower collections of approximately $2.6 million due to the termination of the GPC power purchase agreement effective March 31, 2006. However, capacity revenues as budgeted and billed for 2006 reflect lower collections from Members of $13.9 million. Collections from Members were lower in 2006 to offset a portion of the gain on sale of SO₂ allowances in 2006. Energy revenues were 12.2% and 5.1% higher for the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006. Oglethorpe's average energy revenue per MWh from sales to Members was 11.9% and 7.4% higher for the current periods of 2007 as compared to the same periods of 2006. The increase in energy revenues for the three months and six months ended June 30, 2007 was primarily due to an increase in the pass through of higher fuel costs. For the six-month period ended June 30, 2007 the increase in higher fuel costs was offset somewhat by the pass through of lower purchased power costs. For a discussion of fuel costs and purchased power costs see "Operating Expenses" below.

Operating Expenses

Operating expenses for the three-month and six-month periods ended June 30, 2007 (excluding the gain on the sale of SO₂ allowances of $0.4 million for the current quarter and year-to-date 2007 and $0.7 million and $39.5 million for the three months and six months ended June 30, 2006, respectively,) were 5.5% higher and 0.8% lower compared to the same periods of 2006. The increase in operating expenses for the current quarter of 2007 compared to the same quarter of 2006 was primarily due to higher fuel costs offset somewhat by lower accretion expenses, as discussed below. The decrease in operating expenses for the six-month period ended June 30, 2007 compared to the same period of 2006 was primarily due to decreases in purchased power and depreciation expenses offset somewhat by increases in fuel costs.

For the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006, total fuel costs increased 14.3% and 17.5% while total generation was relatively flat and increased 1.1%, respectively. Average fuel costs per MWh increased 14.6% and 16.2% in the current periods of 2007 compared to the same periods of 2006. The increase in total and average fuel costs for the three-month and six-month periods ended June 30, 2007 as compared to the same periods of 2006 resulted primarily from increased generation of higher cost natural gas-fired generation from the Chattahoochee energy facility. In addition, lower cost nuclear generation decreased 6.3% and 4.2% in the three months and six months ended June 30, 2007 compared to the same periods of 2006 due to an increase in scheduled and unscheduled outages in the current periods compared to the same periods of 2006.

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The decrease in lower cost nuclear generation also contributed to the increase in average fuel costs in 2007 as compared to 2006.

Total purchased power costs increased 3.8% and decreased 23.9% for the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006. Purchased MWhs decreased 7.7% and 42.0% for the three months and six months ended June 30, 2007 compared to the same periods of 2006. The average cost per MWh of total purchased power increased 12.4% and 31.2% for the three months and six months ended June 30, 2007 compared to the same periods of 2006.

Purchased power costs were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
	(dollars in thousands)				(dollars in thousands)
Capacity costs	$	10,146	$	10,079	$	20,181	$	24,868
Energy costs		30,132		28,743		50,975		68,659
Total	$	40,278	$	38,822	$	71,156	$	93,527
Kilowatt hours of purchased power		400,093		433,589		695,710		1,199,301
Cents per kilowatt hour		10.07¢		8.96¢		10.23¢		7.80¢

Purchased power capacity costs varied slightly in the current quarter of 2007 compared to the same quarter of 2006 and decreased 18.9% for the six months ended June 30, 2007 as compared to the same period of 2006. Purchased power energy costs for the three-month and six-month periods ended June 30, 2007 increased 4.8% and decreased 25.8% compared to the same periods of 2006. The decrease in purchased power capacity and energy costs for the six months ended June 30, 2007 compared to the same period of 2006 resulted primarily from the decrease in purchased MWhs, which in turn resulted primarily from the termination of the GPC agreement, effective March 31, 2006, as discussed above. The average cost of purchased power energy was 13.6% and 28.0% higher for the three-month and six-month periods ended June 30, 2007 compared to the same periods of 2006. The increase in both purchased power energy costs and average purchased power energy cost in the second quarter 2007 compared to the same quarter of 2006 was primarily due to increased purchases of higher cost MWhs of purchased power energy made under a purchased power agreement offset somewhat by fewer MWhs acquired under Oglethorpe's energy replacement program which replaces power from Oglethorpe owned generation facilities with lower price spot market purchased power energy. The termination of the GPC purchased power agreement, effective March 31, 2006, with its favorable energy cost to Oglethorpe, was the primary contributor to the increase in the average energy cost per MWh during the six months ended June 30, 2007, compared to the same period of 2006.

Accretion expense represents the change in the asset retirement obligations due to the passage of time. For nuclear decommissioning, Oglethorpe records a regulatory asset or liability for the timing difference in accretion recognized under SFAS No. 143, "Accounting for Asset Retirement Obligations", compared to the expense recovered for ratemaking purposes. The accretion expense recognized is equal to the earnings from both the decommissioning trust fund and the internal decommissioning fund. The earnings in the three-month and six-month periods ended June 30, 2007 were $3.2 million and $2.3 million lower than in the same periods of 2006. As a result, accretion expense decreased 35.9% and 15.1%, respectively, during the three and six months ended June 30, 2007 as compared to the same periods of 2006.

Depreciation and amortization expense decreased 13.6% (or $11.5 million) for the six-month period ended June 30, 2007 compared to the same period of 2006. Depreciation and amortization expenses in 2007 were lower primarily because of accelerated amortization of deferred amortization of capital leases taken in 2006 in order to offset a portion of the gain from the 2006 sale of SO₂ allowances.

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Depreciation and amortization expense remained relatively flat during the three months ended June 30, 2007 as compared to the same period of 2006.

Other Income

Investment income decreased 12.1% (or $1.6 million) and increased 2.8% (or $641,000) in the three-month and six-month periods in 2007 compared to the same periods of 2006. The decrease in the second quarter of 2007 compared to the same quarter of 2006 resulted partly from a decrease in earnings from Oglethorpe's decommissioning trust fund established in accordance with the regulations of the Nuclear Regulatory Commission (NRC) and partly from the elimination of earnings from funds deposited in the Rural Utilities Service (RUS) Cushion of Credit Account. Funds in the Cushion of Credit Account were utilized to pay debt service costs and as of September 30, 2006, there were no remaining deposits invested in the account; therefore, there will not be any additional income relative to these investments in subsequent periods. The decrease was offset somewhat by higher interest earnings on cash and cash equivalent investments principally as a result of higher average investment balances. The higher investment balances resulted primarily from cash generated due to the issuance of additional debt as discussed in "Interest Charges" below. For the six-months ended June 30, 2007, compared to the same period of 2006, the increase in investment income was primarily due to higher earnings and partly from interest earnings on cash and cash equivalents offset somewhat by lower earnings from the decommissioning trust fund and by the elimination of earnings from funds deposited in the RUS Cushion of Credit Account.

Interest Charges

Interest on long-term debt and capital leases increased by 5.0% and 5.1% in the three months and six months ended June 30, 2007 compared to the same periods of 2006. This increase resulted primarily from the issuance of $300 million in first mortgage bonds in October 2006; the proceeds are being used to fund the installation of environmental controls facilities at Plant Scherer, one of Oglethorpe's coal-fired generating plants, and for general corporate purposes.

Balance Sheet Analysis as of June 30, 2007

Assets

Property additions for the six months ended June 30, 2007 totaled $71.2 million. Included in this total were expenditures of approximately $11 million for nuclear fuel and approximately $29 million for environmental control projects. The remaining expenditures were primarily for normal additions and replacements to existing generation facilities.

Construction work in progress increased by $36.0 million in the six months ended June 30, 2007, primarily due to costs incurred for various replacement and improvement projects at existing generation facilities.

Cash and cash equivalents decreased $77.6 million principally due to the timing of certain principal and interest payments, property additions and payments to GPC.

Restricted cash and cash equivalents at December 31, 2006 represented a portion of the proceeds obtained from the refinancing of certain indebtedness associated with pollution control bonds (PCBs) in October 2006. These proceeds, which were on deposit with a trustee, were subsequently used in the first quarter of 2007 to pay principal related to the refinanced PCB debt that matured in January 2007.

Receivables increased $29.2 million, or 32.0%. The increase was due in part to an increase of approximately $15.4 million in energy revenue, which was largely a result of increased generation at the natural gas fired plants. In addition, the December 31, 2006 receivables balance included approximately

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$10.1 million of credits available to the Members for a Board approved reduction to 2006 revenue requirements. These credits were realized by the Members during the first quarter of 2007.

Inventories, which include fossil fuel and spare parts inventories, increased by $14.3 million or 10.5%. The increase was primarily due to a $10.2 million increase in coal fuel inventories and can be attributed to planned maintenance outages at Plant Wansley and Plant Scherer.

Deferred outage costs increased $13.0 million (net of amortization), or 50.6%, as a result of the deferral of approximately $8.8 million of refueling outage costs incurred at Plant Hatch Unit No. 2 and $11.2 million at Plant Vogtle Unit No. 2 during the first six months of 2007. In addition, approximately $2.3 million was deferred for scheduled major maintenance costs at Plant Wansley Unit No. 1 and $5.8 million at Plant Scherer Unit No. 2. Deferred outage costs are amortized over the plant's operating cycle.

As a result of the adoption of FIN 48, Oglethorpe has reversed the valuation allowance of a $96 million deferred tax asset. For further discussion regarding the deferred tax asset see Note B of the Notes to Unaudited Condensed Financial Statements.

Other deferred charges increased $2.3 million primarily due to an increase in equipment prepayments to GPC. These prepayments are associated with refueling outages at Plant Hatch and Plant Vogtle.

Equity and Liabilities

The $5.1 million decrease in accumulated other comprehensive deficit was primarily due to a $5.0 million decrease in the unrealized loss associated with interest rate swap arrangements. The decrease in the unrealized loss was largely a result of increasing interest rates.

Long-term debt and capital leases due within one year decreased 21.0% primarily due to the maturity date extension of certain Federal Financing Bank (FFB) debt. The net effect of the maturity extension resulted in a reclassification of approximately $44.8 million to long-term debt. For further discussion regarding the extension of the FFB debt maturities see "Planned Financings" below.

Accounts payable increased 11.5%, or $3.6 million, primarily as a result of a $14.7 million increase in the purchase of natural gas in June 2007 as compared to December 2006. This increase was due to increased generation at the natural gas fired plants. In addition, the payable to Smarr EMC for amounts billed by Oglethorpe on its behalf increased approximately $1.2 million. Partially offsetting this was a $12.3 million decrease in the payable to GPC for operation, maintenance and capital costs. The payable to GPC largely represents true-up amounts for expenditures incurred in May and June of 2007. The true-up amounts vary to the extent that actual expenditures are different from GPC's estimates of these costs.

Accrued and withheld taxes decreased $5.7 million as a result of payments made related to 2006 property taxes, which were paid when due. The decrease was net of monthly accruals for 2007 property taxes.

As a result of a $6.5 million increase in the unrealized gain associated with the nuclear decommissioning fund and an additional $2.1 million of accretion expense recorded as a result of decommissioning fund earnings, the deferred liability associated with asset retirement obligations increased by $8.9 million. For further discussion regarding accretion expense see "Operating Expenses" above.

The $5.8 million decrease in the interest rate swap arrangements liability was largely due to rising interest rates since December 31, 2006. The $23.6 million balance at June 30, 2007 represents the estimated payment Oglethorpe would make if the swap arrangements were terminated.

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As a result of the adoption of FIN 48, Oglethorpe has recorded a $96 million long-term contingent tax liability. For further discussion regarding the long-term contingent tax liability see Note B of the Notes to Unaudited Condensed Financial Statements.

Other deferred credits and liabilities increased primarily due to a $3.2 million increase in liabilities associated with payments made to Oglethorpe by its Members. Approximately $1.6 million of the increase is associated with funding the future overhaul of the combustion turbine plants. An additional $1.6 million is associated with the funding of future debt payments.

Financial Condition

Capital Requirements and Liquidity and Sources of Capital

Environmental Capital Requirements

Oglethorpe's future capital expenditures depend in part on future environmental regulations, including future implementation of existing laws and regulations and how Oglethorpe and the other co-owners of coal-fired Plants Scherer and Wansley choose to comply with these regulations, once finalized. Regulations recently adopted by the Georgia Environmental Protection Division specify certain environmental control equipment that must be added to Georgia electric generating units, and by specific dates, including Plants Scherer and Wansley. As described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Capital Requirements" in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006, Oglethorpe forecasted expenditures of $252 million for environmental compliance in 2007-2009. Oglethorpe also reported the likelihood of being required to spend $400 million to $600 million beyond 2009, in anticipation of finalization of regulations. As design work has continued to determine how best to retrofit the units with the required equipment, and as the construction environment is now being evaluated, the estimated cost to install these retrofits continues to be being refined. Current indications are that the capital expenditures required beyond 2009 will exceed $600 million, and maybe as much as $200 million to $300 million higher. Large construction projects such as these entail certain risks, as described in Item 1A of Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006. There can be no assurance that the cost of compliance with these regulations will not be higher, nor that future regulations will not require additional reductions in emissions or earlier compliance.

Liquidity

As of June 30, 2007, Oglethorpe had $746 million of unrestricted available liquidity to meet short-term cash needs and liquidity requirements. This liquidity consisted of (i) approximately $346 million in cash and cash equivalents, and (ii) $400 million available under three committed working capital line of credit facilities (see discussion below).

Oglethorpe also had $57 million invested in auction rate securities at June 30, 2007. These securities have maturities in excess of one year and as such are classified as long-term investments. However, most of these securities re-price in auctions that occur every 35 days or less, and Oglethorpe could seek to liquidate these securities at the end of any auction period.

Oglethorpe had in place a $300 million committed working capital line of credit supporting its commercial paper program that was to mature in September 2007. Oglethorpe replaced this facility in July 2007 with a new $450 million committed working capital line of credit that will mature in July 2012. The line of credit contains a financial covenant requiring Oglethorpe to maintain patronage capital of at least $400 million, and at June 30, 2007, Oglethorpe had patronage capital in excess of $515 million. The facility also contains an additional covenant limiting Oglethorpe's secured indebtedness to no more than $8.5 billion and its unsecured indebtedness to no more than $4.0 billion. Oglethorpe's current debt levels are well below these thresholds.

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Oglethorpe also has in place two $50 million committed lines of credit, one with National Rural Utilities Cooperative Finance Corporation ("CFC") that matures in October 2008, and one with CoBank, ACB that matures in November 2008. Oglethorpe expects to renew the CFC and CoBank credit facilities, as needed, prior to their respective expiration dates.

There are currently no amounts outstanding under any of the three committed credit facilities discussed above.

Planned Financings

Oglethorpe has embarked on a program to refinance or otherwise reamortize a portion of its FFB and PCB debt to extend the maturities of this debt in connection with the extension, in 2005, of its Member wholesale power contracts from 2025 to 2050. In connection with this program, and effective with the June 30, 2007 FFB debt service payments that were due, Oglethorpe extended the maturities on $428 million of existing FFB loan advances under a new option being provided by RUS which allows for a one-time extension of an FFB advance while maintaining the current interest rate on such advance. Oglethorpe achieved maturity extensions of between 13 and 20 years on these FFB advances, and to do so, paid a fee of $4.6 million.

Although Oglethorpe may consider additional extensions of FFB advances at a later date, under the terms of the RUS debt extension program, the $428 million of FFB advances that were extended in June is the total amount eligible for extension at this time. Accordingly, in order to effect additional debt maturity extensions, in September 2007 Oglethorpe expects to issue $500 million of fixed rate taxable bonds, the proceeds of which will be used to prepay approximately $450 million of existing FFB debt. The taxable term bonds are expected to have mandatory sinking fund redemptions occurring in 2024 to 2030 and a final maturity in 2031, and the debt will be secured under Oglethorpe's Mortgage Indenture.

Also in connection with the debt reamortization program, in October 2007 Oglethorpe expects to close on a refinancing of approximately $182 million of PCB debt, including $22 million scheduled to mature on January 1, 2008, $122 million scheduled to mature on January 1, 2018 and $38 million scheduled to mature on January 1, 2024. The maturities on the $182 million of new variable rate PCB refunding debt will be placed in the 2038 to 2040 time frame, and the debt will be secured under the Mortgage Indenture.

In July 2007, Oglethorpe closed on a $78 million RUS loan that was requested for the purpose of funding capital expenditures (incurred or expected to be incurred in 2005 through 2009) relating to compliance with environmental regulations. Oglethorpe anticipates that RUS may act on two of Oglethorpe's pending loan applications later in 2007. These loan applications were originally submitted to RUS in the amount of $349 million and $98 million, respectively. A $5 million portion of the $98 million loan request is being deferred by RUS to a subsequent loan request.

For more detailed information regarding Oglethorpe's financing plans, including loan applications that have been submitted and are pending with the RUS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Financing Activities" in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006.

Critical Accounting Policy

Oglethorpe's critical accounting policies have not changed from the policy reported in Oglethorpe's 2006 Annual Report on Form 10-K except for the estimate recorded in conjunction with the adoption of FIN 48. See Note B of the Notes to Unaudited Condensed Financial Statements for further discussion.

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New Accounting Interpretation and Standards

For discussion of FIN 48 and SFAS No. 159 and 157 see Notes B and C of the Notes to Unaudited Condensed Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Oglethorpe's market risks have not changed materially from the risks reported in Oglethorpe's 2006 Annual Report on Form 10-K.

Item 4. Controls and Procedures

As of June 30, 2007, Oglethorpe had carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that Oglethorpe's disclosure controls and procedures are effective.

There have been no changes in Oglethorpe's internal control over financial reporting or other factors that occurred during the quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, Oglethorpe's internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

For information about legal and regulatory proceedings regarding environmental matters that could have an effect on Oglethorpe, see Note E of the Notes to Unaudited Condensed Financial Statements.

Item 1A. Risk Factors

There have not been any material changes in Oglethorpe's risk factors from those disclosed in Item 1A of Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5. Other Information

On July 24, 2007, Oglethorpe entered into a new $450 million Credit Agreement among Oglethorpe, Bank of America, N.A., SunTrust Bank, CoBank, ACB, The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch, JPMorgan Chase Bank, National Association, National Rural Utilities Cooperative Finance Corporation and Wachovia Bank, National Association. This committed credit facility supports Oglethorpe's commercial paper program. For additional information about this arrangement, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.

As reported in "Oglethorpe Power Corporation—Future Power Resources" in Item 1 and in "Executive Overview" in Item 7 of Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2006, the Members requested that Oglethorpe assist them with an evaluation of future power supply needs in the 2011-2020 timeframe, in addition to consideration of the existing option to participate in up to two additional nuclear units at Plant Vogtle, which are being assumed to be available to meet needs in the 2016-2017 timeframe. Coal, natural gas and renewable generation options that could be developed by Oglethorpe, either alone or in conjunction with others, are being evaluated. Management anticipates the presentation of these options to the Members prior to the end of the year. Depending on Member needs, and development and construction schedules, immediate pursuit of selected options by Oglethorpe could be authorized for service in the 2011-2017 timeframe. Any request by Members for Oglethorpe to construct or otherwise acquire a new power supply resource must be approved in accordance with the Members' wholesale power contracts, and in some cases may require RUS approval.

Oglethorpe is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Recent changes in securities laws and regulations impose new requirements on SEC filers. Oglethorpe is evaluating these requirements and the related cost of compliance. Preliminary indications are that it may not be cost-justified for Oglethorpe to continue as a voluntary SEC filer. Oglethorpe will monitor changes in these requirements and will continue to evaluate the cost-justifications of complying with these requirements.

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Item 6. Exhibits

Number	Description
4.6	Third Amended and Restated Loan Contract, dated as of July 25, 2007, between Oglethorpe and the United States of America, together with two notes executed and delivered pursuant thereto.
4.7.1(mm)	Thirty-Eighth Supplemental Indenture, dated as of May 1, 2007, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Amendments to the Retained Indebtedness Note.
4.7.1(nn)	Thirty-Ninth Supplemental Indenture, dated as of July 1, 2007, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Series 2007 (FFB R-8) Note and Series 2007 (RUS R-8) Reimbursement Note.
4.15(1)	Credit Agreement, dated as of July 24, 2007, among Oglethorpe, Bank of America, N.A., SunTrust Bank, CoBank, ACB, The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch, JPMorgan Chase Bank, National Association, National Rural Utilities Cooperative Finance Corporation and Wachovia Bank, National Association.
31.1	Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith (Principal Executive Officer).
31.2	Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer).
32.1	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas A. Smith (Principal Executive Officer).
32.2	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Elizabeth B. Higgins (Principal Financial Officer).
99.1	Member Financial and Statistical Information (for calendar years 2004-2006).

⁽¹⁾

Pursuant to 17 C.F.R. 229.601(b)(4)(iii), this document is not filed herewith; however the registrant hereby agrees that such document will be provided to the Commission upon request.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Oglethorpe Power Corporation (An Electric Membership Corporation)
Date: August 13, 2007	By:	/s/ Thomas A. Smith Thomas A. Smith President and Chief Executive Officer
Date: August 13, 2007		/s/ Mark Chesla Mark Chesla Vice President, Controller (Chief Accounting Officer)

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Oglethorpe Power Corporation Notes to Unaudited Condensed Financial Statements June 30, 2007 and 2006
SIGNATURES

EX-4.6

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EXHIBIT 4.6

THIRD AMENDED AND RESTATED LOAN CONTRACT

Dated as of July 25, 2007

between

OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION)

and

UNITED STATES OF AMERICA

RUS Project Designation:
Georgia 109 "R8" OPC

TABLE OF CONTENTS

			Page
ARTICLE I—DEFINITIONS			1
ARTICLE II—REPRESENTATIONS AND WARRANTIES			5
ARTICLE III—THE LOANS			6
	Section 3.1	The Loans	6
	Section 3.2	No Further Advances	7
	Section 3.3	Advances under any Partially Unadvanced Note and the R-8 FFB Note	7
	Section 3.4	Interest Rates and Payment	7
	Section 3.5	Prepayment	7
ARTICLE IV—CONDITIONS OF LENDING			7
	Section 4.1	General Conditions	7
	Section 4.2	Conditions to Advances Under any Partially Unadvanced Note and the R-8 FFB Note	8
ARTICLE V—AFFIRMATIVE COVENANTS			9
	Section 5.1	Generally	9
	Section 5.2	Performance under Indenture	9
	Section 5.3	Annual Compliance Certificate	9
	Section 5.4	Simultaneous Prepayment of Contemporaneous Loans	9
	Section 5.5	Rates and Coverage Ratios	10
	Section 5.6	Financial Books	10
	Section 5.7	Rights of Inspection	10
	Section 5.8	Real Property Acquisition	10
	Section 5.9	Financial Reports	10
	Section 5.10	Miscellaneous Reports and Notices	11
	Section 5.11	Variable Rate Indebtedness	11
	Section 5.12	Special Construction Account	11
	Section 5.13	Compliance with Laws	12
	Section 5.14	Plant Agreements	12
	Section 5.15	Lockbox Agreement	12
	Section 5.16	Nuclear Fuel	12
	Section 5.17	Power Requirements Studies	12
	Section 5.18	Long Range Engineering Plans and Construction Work Plans	13
	Section 5.19	Design Standards, Construction Standards and List of Materials	13
	Section 5.20	Plans and Specifications	13
	Section 5.21	Standard Forms of Construction Contracts, and Engineering and Architectural Services Contracts	13
	Section 5.22	Contract Bidding Requirements	13
	Section 5.23	Nondiscrimination	13
	Section 5.24	"Buy American" Requirements	14
	Section 5.25	Maintenance of Credit Ratings	14
	Section 5.26	Application of Advances	14
	Section 5.27	Excepted Property	14
	Section 5.28	Additional Affirmative Covenants	14
ARTICLE VI—NEGATIVE COVENANTS			15
	Section 6.1	General	15
	Section 6.2	Limitations on System Extensions, Additions and Dispositions	15

i

	Section 6.3	Limitations on Employment and Retention of General Manager	15
	Section 6.4	Limitations on Certain Types of Contracts	16
	Section 6.5	Limitations on Loans, Investments and Other Obligations	17
	Section 6.6	Depreciation Rates	17
	Section 6.7	Rate Reductions	17
	Section 6.8	Indenture Restrictions	17
	Section 6.9	Negative Pledge	19
	Section 6.10	Emissions Allowances	20
	Section 6.11	Changes to Plant Agreements	20
	Section 6.12	Fiscal Year	20
	Section 6.13	Limits on Variable Rate Indebtedness	20
	Section 6.14	Limitations on Changing Principal Place of Business	20
	Section 6.15	Limitations on RUS Financed Extensions and Additions	20
	Section 6.16	Historic Preservation	21
	Section 6.17	Impairment of Wholesale Power Contracts	21
	Section 6.18	State Regulation	21
	Section 6.19	Additional Negative Covenants	21
ARTICLE VII—EVENTS OF DEFAULT			21
ARTICLE VIII—REMEDIES			22
	Section 8.1	Remedies	22
	Section 8.2	Suspension of Advances	22
ARTICLE IX—MISCELLANEOUS			23
	Section 9.1	Notice to RUS; Objection of RUS	23
	Section 9.2	Notices	23
	Section 9.3	Expenses	24
	Section 9.4	Late Payments	24
	Section 9.5	Filing Fees	24
	Section 9.6	No Waiver	24
	Section 9.7	Governing Law	24
	Section 9.8	Holiday Payments	25
	Section 9.9	Successors and Assigns	25
	Section 9.10	Complete Agreement; Amendments	25
	Section 9.11	Headings	25
	Section 9.12	Severability	25
	Section 9.13	Right of Set Off	25
	Section 9.14	Schedules and Exhibits	26
	Section 9.15	Sole Benefit	26
	Section 9.16	Existing Loan Contract	26
	Section 9.17	Authority of RUS Representatives	26
	Section 9.18	Relation to RUS Regulations	26
	Section 9.19	Term	26
	Section 9.20	Relation to Indenture	27

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SCHEDULES AND EXHIBITS

Schedule 1	Contemporaneous Loans and Outstanding Notes
Schedule 2	Plant Agreements
Schedule 3	Subsidiaries
Schedule 4	Additional Affirmative and Negative Covenants
Schedule 5	Litigation
Exhibit A	Equal Opportunity Contract Provisions
Exhibit B	Description of Rating Agency Services

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THIRD AMENDED AND RESTATED LOAN CONTRACT

THIS THIRD AMENDED AND RESTATED LOAN CONTRACT, dated as of July 25, 2007, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) (together with any successors and assigns, the "Borrower"), a corporation organized and existing under the laws of the State of Georgia (the "State"), and the UNITED STATES OF AMERICA (the "Government"), acting by and through the Administrator (together with any person succeeding to the powers and rights of the Administrator with respect to this Agreement, the "Administrator") of the Rural Utilities Service (together with any agency succeeding to the powers and rights of the Rural Utilities Service with respect to this Agreement, the "RUS"), and amends and restates that certain Second Amended and Restated Loan Contract, dated as of May 31, 2006, between the Borrower and the Government, acting by and through the Administrator of the RUS (the "Existing Loan Contract").

RECITALS

        WHEREAS, the Borrower has incurred, pursuant to the Act (as defined in Article I) and under the Existing Loan Contract, certain indebtedness and other obligations to, or guaranteed by, the Government, acting by and through the Administrator of the RUS, which indebtedness and other obligations are evidenced by the Outstanding Notes (as defined in Article I); and

        WHEREAS, the Borrower has entered into that certain Indenture (as defined in Article I), pursuant to which the Borrower has granted security title to and a security interest in substantially all of its real and personal property to secure the indebtedness and other obligations evidenced by the Outstanding Notes and to secure certain other indebtedness; and

        WHEREAS, in order to provide for the Borrower incurring, pursuant to the Act, certain additional indebtedness and other obligations to, or guaranteed by, the Government, acting by and through the Administrator of the RUS, which additional indebtedness and other obligations will be evidenced by the R-8 Notes (as defined in Article I), the Borrower and RUS desire to amend and restate the Existing Loan Contract as hereinafter set forth.

        NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto amend and restate the Existing Loan Contract to read in its entirety, and agree and bind themselves, as follows:

ARTICLE I—DEFINITIONS

        Capitalized terms that are not defined herein shall have the meanings set forth in the Indenture. The terms defined herein include both the plural and the singular. Unless otherwise specifically provided, all accounting terms not otherwise defined herein shall have the meanings assigned to them, and all determinations and computations herein provided for shall be made, in accordance with Accounting Requirements.

        "Accounting Requirements" shall have the meaning given such term in the Indenture.

        "Act" shall mean the Rural Electrification Act of 1936, as amended.

        "Advance" or "Advances" shall mean an advance or advances made or approved by the RUS under any Partially Unadvanced Note payable to FFB or under the R-8 FFB Note.

        "Agreement" shall mean this Third Amended and Restated Loan Contract, as it may be amended or supplemented from time to time, together with all schedules and exhibits hereto.

        "Business Day" shall mean any day that the RUS and FFB are both open for business.

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        "Contemporaneous Loans" shall mean those loans identified as such on Schedule 1 hereto. Any loan used to refinance or refund a Contemporaneous Loan is also considered to be a Contemporaneous Loan.

        "Credit Rating" shall mean a rating assigned by a Rating Agency (i) to any long-term indebtedness (that is not subject to Credit Enhancement) (including, without limitation, indebtedness issued by any governmental authority with respect to which the Borrower is an obligor) secured directly or indirectly under the Indenture or (ii) if a Rating Agency has not assigned a rating to indebtedness of the type described in clause (i) hereof, a "shadow rating" of the Borrower's senior, secured long-term indebtedness (that is not subject to Credit Enhancement).

        "Current Refunding" shall mean any refinancing or refunding of indebtedness that occurs not more than ninety (90) days following the Stated Maturity of such indebtedness.

        "Designation Notice" shall have the meaning as defined in Section 4.1(b).

        "Equity" shall mean the Borrower's total margins and equities computed in accordance with Accounting Requirements.

        "Events of Default" shall have the meaning as defined in Article VII.

        "FERC" shall mean the Federal Energy Regulatory Commission, or any agency or other governmental body succeeding to the functions thereof.

        "FFB" shall mean the Federal Financing Bank, an instrumentality and wholly-owned corporation of the Government, and any successor to the powers and rights thereof with respect to the Notes.

        "Fitch" shall mean Fitch, Inc., and any successor thereto.

        "General Manager" shall mean the President and Chief Executive Officer of the Borrower or the person performing the duties of a chief executive officer if no person holds such title and, in the event of any dispute between the Borrower and the Government as to who is the General Manager, the Administrator may designate a person or position that shall be the General Manager for purposes of this Agreement.

        "Highest Oversight Period" shall mean (x) as to an event described in clause (i) or (iv), any period commencing on the date that such event has occurred and ending on the date that such event has ended, and (y) as to an event described in clause (ii) or (iii), any period commencing on the date that the Borrower receives written notice from the Administrator that such event has occurred (which notice shall set forth the basis for concluding that such event has occurred) and ending on the date that the Borrower receives written notice from the Administrator that such period has ended:

(i)

the Borrower has been assigned a Credit Rating of less than "Ba3" (or its then current equivalent) in the case of Moody's, "BB-" (or its then current equivalent) in the case of S&P, "BB-" (or its then current equivalent) in the case of Fitch, or the then current equivalent by any other Rating Agency then assigning a Credit Rating;



(ii)

the Administrator determines that the System is incapable of providing reliable service to the members of the Borrower pursuant to the terms of the Wholesale Power Contracts;



(iii)

the Administrator determines that, as a consequence of any change in the condition, financial or otherwise, operations, properties or business of the Borrower, the Borrower will be unable to perform its material obligations under (a) this Agreement, (b) the Wholesale Power Contracts, (c) the Notes, or (d) the Indenture; or



(iv)

the occurrence of an Event of Default under the Indenture, or any event which with the passage of time or giving of notice, or both, would constitute an Event of Default under the Indenture.

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        "Increased Oversight Period" shall mean any period (other than a Highest Oversight Period) during which the Borrower has been assigned a Credit Rating below investment grade by at least two (2) Rating Agencies. For purposes of this definition, an investment grade rating shall mean, in the case of Moody's, a rating of "Baa3" (or its then current equivalent) or higher, in the case of S&P, a rating of "BBB-" (or its then current equivalent) or higher, in the case of Fitch, a rating of "BBB-" (or its then current equivalent) or higher, and in the case of any other Rating Agency, the then current equivalent thereof.

        "Indenture" shall mean the Indenture, dated as of March 1, 1997, entered into by the Borrower and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee, and all amendments and supplements thereto.

        "Investment" shall mean any loan or advance to, or any investment in, or purchase or commitment to purchase any stock, bonds, notes or other securities of, or guaranty, assumption or other obligation or liability with respect to the obligations of, any other person, firm or corporation, except investments in securities or deposits issued, guaranteed or fully insured as to payment by the Government or any agency thereof.

        "Laws" shall have the meaning as defined in Paragraph (e) of Article II.

        "Loans" shall mean the loans and other obligations described in Article III.

        "Loan Documents" shall mean, collectively, this Agreement, the Indenture and the related documents delivered thereunder, the Notes and the Lockbox Agreement.

        "Lockbox Agreement" shall mean that certain Lockbox Agreement, dated as of March 1, 1997, among the Borrower, U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, and the Trustee.

        "Material Adverse Effect" shall mean a material adverse effect on the Borrower's overall condition, financial or otherwise, operations, properties, margins or business or on the ability of the Borrower to perform its obligations under the Loan Documents.

        "Moody's" shall mean Moody's Investors Service, Inc., and any successor thereto.

        "Notes" shall mean, collectively, the Outstanding Notes and the R-8 Notes.

        "Outstanding Notes" shall mean those notes, other than the R-8 Notes, of the Borrower outstanding on the date hereof payable to the order of FFB, the payment of which is guaranteed by the Government, acting by and through the Administrator of the RUS, pursuant to the Act, and those notes, other than the R-8 Notes, of the Borrower outstanding on the date hereof payable to the order of the Government evidencing loans made by the Government, acting by and through the Administrator of the RUS, pursuant to the Act, or evidencing reimbursement obligations of the Borrower to the Government with respect to the Government's guarantee of the payment of certain notes payable to the order of FFB, all as specifically identified on Schedule 1 hereto, and all amendments, supplements, extensions and replacements to, of or for such notes.

        "Partially Unadvanced Notes" shall mean those Outstanding Notes identified as Partially Unadvanced Notes on Schedule 1 hereto, as to which portions of the available principal amount thereunder remain unadvanced.

        "Plant Agreements" shall mean those agreements relating to the ownership and operation of generating facilities described on Schedule 2 hereto.

        "Prudent Utility Practice" shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry in the region during the relevant time period, or any of the practices, methods and acts that, in the exercise of reasonable judgment in light of

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the facts known at the time the decision was made, could have been expected to accomplish the desired result at lowest reasonable cost consistent with good business practices, reliability, safety and expedition. "Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act, to the exclusion of all others, but rather to include a spectrum of possible practices, methods or acts generally in acceptance in the region in light of the circumstances.

        "R-8 Loan" shall have the meaning as defined in Section 3.1(b).

        "R-8 Loan Documents" shall mean, collectively, this Agreement, the R-8 Notes and the supplement to the Indenture and the related documents delivered thereunder pursuant to which the R-8 Notes are issued.

        "R-8 FFB Note" shall mean the note of the Borrower, dated as of July 25, 2007, payable to the order of FFB in the face principal amount of $78,418,600, the payment of which is guaranteed by the Government, acting by and through the Administrator of the RUS, pursuant to the Act, and all amendments, supplements, extensions and replacements to, of or for such note.

        "R-8 Notes" shall mean, collectively, the R-8 FFB Note and the R-8 Reimbursement Note.

        "R-8 Reimbursement Note" shall mean the note of the Borrower, dated as of July 25, 2007, evidencing the reimbursement obligations of the Borrower to the Government, acting by and through the Administrator of the RUS, with respect to the Government's guarantee of the R-8 FFB Note, and all amendments, supplements, extensions and replacements to, of or for such note.

        "Rates" shall have the meaning given such term in the Indenture.

        "Rating Agency" shall mean S&P, Moody's, Fitch or, provided that it is acceptable to the RUS, any other nationally recognized statistical rating organization (within the meaning of the rules of the United States Securities and Exchange Commission).

        "RUS Form 12" shall mean the version of RUS Form 12 (including subdivisions thereof including, but not limited to, RUS Form 12a) submitted by the Borrower and dated as of December 31, 2006 or corresponding information in future versions of such form or any form required by RUS in substitution therefor containing corresponding information.

        "RUS Regulations" shall mean the rules, regulations and bulletins of general applicability published by the RUS from time to time as such rules, regulations and bulletins exist at the date of applicability thereof, and, unless the context clearly demonstrates a contrary intent, shall also include any rules and regulations of other Federal entities which the RUS is required by law to implement.

        "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

        "Special Construction Account" shall have the meaning as defined in Section 5.12.

        "Subsidiary" shall mean a corporation or other entity that is a subsidiary of the Borrower and subject to the Borrower's control, as defined by Accounting Requirements.

        "System" shall mean all electric properties and interest in electric properties of the Borrower, it being the intent that "System" be broadly construed to encompass and include the Borrower's interests in all electric production, transmission, distribution, conservation, load management, general plant and other related facilities, equipment or property and in any mine, well, pipeline, plant, structure or other facility for the development, production, manufacture, storage, fabrication or processing of fossil, nuclear or other fuel of any kind or in any facility or rights with respect to the supply of water, in each case for use, in whole or in major part, in any of the Borrower's generating plants, now existing or hereafter acquired by lease, contract, purchase or otherwise or constructed by the Borrower, including any interest or participation of the Borrower in any such facilities or any rights to the output or

4

capacity thereof, together with all additions, betterments, extensions and improvements to said System or any part thereof hereafter made and together with all lands, easements and rights-of-way of the Borrower and all other works, property or structures of the Borrower and contract rights and other tangible and intangible assets of the Borrower used or useful in connection with or related to said System, including, without limitation, a contract right or other contractual arrangement for the long-term or short-term interconnection, interchange, exchange, pooling, wheeling, transmission, purchase or sale of electric power and energy and other similar arrangements with entities having generation or transmission capabilities; provided, however, that "System" shall not include any property constituting Excepted Property or Excludable Property.

        "Total Utility Plant" shall mean the amount constituting the total utility plant (gross) of the Borrower computed in accordance with Accounting Requirements.

        "Wholesale Power Contracts" shall mean the Amended and Restated Wholesale Power Contracts, each dated as of January 1, 2003, by and between the Borrower and its members, as amended by the First Amendments to Amended and Restated Wholesale Power Contracts, each dated as of June 1, 2005, and all amendments, supplements or replacements thereto or thereof.

ARTICLE II—REPRESENTATIONS AND WARRANTIES

        Recognizing that the RUS is relying hereon, the Borrower represents and warrants, as of the date of this Agreement, as follows:

        (a)   Organization; Power, Etc. The Borrower: (i) is duly organized, validly existing, and in good standing under the laws of the State; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary; (iii) has all requisite corporate and legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Loan Documents; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals which are necessary to the conduct of its business or required by applicable Laws; and (v) is eligible to obtain the financial assistance from the RUS contemplated by this Agreement.

        (b)   Authority. The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the performance of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and do not violate any provision of law or of the Articles of Incorporation or By-Laws of the Borrower or result in a breach of, or constitute a default under, any agreement, indenture or other instrument to which the Borrower is a party or by which it or its properties may be bound.

        (c)   Consents. No consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery or performance of the Loan Documents, except such as have been obtained and are in full force and effect.

        (d)   Binding Agreement. Each of the Loan Documents is, or when executed and delivered will be, the legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.

        (e)   Compliance With Laws. The Borrower is in compliance in all material respects with all federal, state and local laws, rules, regulations, ordinances, codes and orders (collectively, "Laws"), the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

5

        (f)    Litigation. Attached as Schedule 5 hereto is a list of all pending or, to our knowledge, threatened legal, arbitration or governmental actions or proceedings to which, as of the date of this Agreement, the Borrower is a party or to which any of its property is subject. There are no pending legal, arbitration or governmental actions or proceedings to which the Borrower is a party or to which any of its property is subject which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, and to the best of the Borrower's knowledge, no such actions or proceedings are threatened or contemplated, except as the Borrower has disclosed to the RUS in writing.

        (g)   Financial Statements; No Material Adverse Change; Etc. The financial statements of the Borrower dated as of December 31, 2006, and for the period then ended, present fairly, in all material respects, the financial position of the Borrower and the results of its operations in conformity with Accounting Requirements. Since the date thereof, there has been no material adverse change in the financial condition or operations of the Borrower.

        (h)   Budgets; Projections; Etc. All budgets, projections, appraisals, feasibility studies and other documentation submitted by the Borrower to the RUS and any Rating Agency assigning a Credit Rating were based on assumptions that were reasonable at the time submitted; and, as of the date hereof, Oglethorpe has updated such budgets, projections, appraisals, feasibility studies and other documentation as required by RUS and any Rating Agency and in connection with customary updates provided to Rating Agencies assigning a Credit Rating.

        (i)    Location of Properties. All real property and interests therein of the Borrower is located in the states and counties identified in the Indenture.

        (j)    Principal Place of Business; Records. The principal place of business and chief executive office of the Borrower are at the address of the Borrower specified in Section 9.2.

        (k)   Subsidiaries. The Borrower's Subsidiaries are identified on Schedule 3 hereto, and the Borrower has no other Subsidiaries.

        (l)    Defaults Under Other Agreements. No default by the Borrower has occurred under any agreement or instrument to which the Borrower is a party or to which any of its property is subject that could reasonably be expected to have a Material Adverse Effect.

        (m)  Title to Property. As to the property which is included in the description of the Trust Estate, the Borrower holds good and marketable title to all of its fee and leasehold interests in real property and owns all of its personal property, free and clear of any lien or encumbrance other than the lien of the Indenture, Permitted Exceptions and liens permitted by Section 13.6 of the Indenture.

        (n)   Survival. All representations and warranties made by the Borrower herein or made in any certificate delivered pursuant hereto shall survive the making of the Advances.

ARTICLE III—THE LOANS

Section 3.1  The Loans

        (a)   Existing Loans Evidenced by the Outstanding Notes. To finance, pursuant to the provisions of the Act, the construction of the System for the purpose of furnishing electric energy to persons in rural areas not receiving central station electric service, (i) the Borrower has borrowed funds from the Government, acting by and through the Administrator of the RUS, evidenced by the Outstanding Notes payable to the Government, (ii) the Borrower has borrowed funds from FFB, evidenced by the Outstanding Notes payable to FFB, and the Government, acting by and through the Administrator of the RUS, has guaranteed the repayment of such funds, and (iii) the Borrower has agreed to reimburse the Government, acting by and through the Administrator of the RUS, for amounts paid by the Government on account of its guarantee of funds borrowed by the Borrower from FFB, which

6

reimbursement obligations are evidenced by the Outstanding Notes payable to the Government in respect of such reimbursement obligations.

        (b)   R-8 Loan. To finance, pursuant to the provisions of the Act, certain improvements to its System, the RUS agrees to guarantee the payment of a loan in the amount of $78,418,600 to be made by FFB to the Borrower (the "R-8 Loan").

Section 3.2  No Further Advances

        Except with respect to any Partially Unadvanced Note, the Borrower acknowledges and agrees that all amounts to be advanced to the Borrower under the Outstanding Notes have been advanced and neither FFB nor the Government, acting by and through the Administrator of the RUS, is under any obligation to make any further advances to the Borrower under such Outstanding Notes (other than with respect to payments by the Government on account of its guarantees of certain Outstanding Notes payable to FFB).

Section 3.3  Advances under any Partially Unadvanced Note and the R-8 FFB Note

        With respect to Advances to be made under any Partially Unadvanced Note or the R-8 FFB Note, the RUS agrees to make or approve and the Borrower agrees to request such Advances on the terms and conditions of this Agreement. The Borrower shall give the RUS written notice of the date on which each Advance is requested to be made in accordance with RUS policies and procedures.

Section 3.4  Interest Rates and Payment

        (a)   Interest Rates. The Notes shall be payable and bear interest as therein provided.

        (b)   Electronic Funds Transfer. Except as otherwise prescribed by the RUS, the Borrower shall make all payments on the Notes utilizing electronic funds transfer procedures as specified by the RUS.

Section 3.5  Prepayment

        The Borrower has no right to prepay any Note in whole or in part except such rights, if any, as are expressly provided for in each Note or as may be provided by Law. However, prepayment of any Outstanding Note (and any penalties) relating to a Contemporaneous Loan shall be mandatory under Section 5.4.

ARTICLE IV—CONDITIONS OF LENDING

Section 4.1  General Conditions

        In connection with the execution and delivery of this Agreement, each of the following conditions shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to the RUS in its discretion; such satisfaction (or waiver thereof) to be evidenced by the approval of the initial Advance of the R-8 Loan):

        (a)   Legal Matters. All legal matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to counsel for the RUS;

        (b)   Loan Documents. The RUS shall receive duly executed originals of the R-8 Loan Documents. The R-8 FFB Note, the R-8 Reimbursement Note and this Agreement must be received within ninety (90) days of the date of the Designation Notice for the R-8 FFB Note committing FFB to purchase such R-8 FFB Note (the "Designation Notice") in the manner prescribed in such Designation Notice and all the conditions set forth in such Designation Notice and the contract of guarantee must be satisfied;

7

        (c)   Authorization. The RUS shall receive evidence satisfactory to it that all corporate documents and proceedings of the Borrower necessary for duly authorizing the execution, delivery and performance of the R-8 Loan Documents have been obtained and are in full force and effect;

        (d)   Approvals. The RUS shall receive evidence satisfactory to it that all consents and approvals which are necessary for, or required as a condition of, the validity and enforceability of each of the R-8 Loan Documents have been obtained and are in full force and effect;

        (e)   Indenture Filing. That supplements to the Indenture shall be duly executed and delivered and, to the extent necessary to secure the R-8 Notes under the lien of the Indenture, duly recorded and filed in all jurisdictions where the Borrower owns real or personal property and fixtures, all in accordance with applicable Laws, and the Borrower shall cause satisfactory evidence thereof to be furnished to the RUS;

        (f)    R-8 Notes. That each of the R-8 Notes shall be authenticated and delivered by the Trustee and shall be entitled to the benefits of and secured by the lien of the Indenture equally and ratably with all other Outstanding Secured Obligations under the Indenture; and

        (g)   Opinion of Counsel. The RUS shall receive an opinion of counsel for the Borrower (who shall be acceptable to the RUS) in form and content acceptable to the RUS.

Section 4.2  Conditions to Advances Under any Partially Unadvanced Note and the R-8 FFB Note

        The obligation of the RUS to approve any Advance under any Partially Unadvanced Note or the R-8 FFB Note is subject to the satisfaction of each of the following conditions precedent on or before the date of such Advance (all documents, certificates and other evidence of such conditions precedent are to be satisfactory to the RUS in its reasonable discretion; such satisfaction (or waiver thereof) to be evidenced by the approval or making of the requested Advance):

        (a)   Continuing Representations and Warranties. That the representations and warranties of the Borrower contained in this Agreement be true and correct on and as of the date of such Advance as though made on and as of such date (except for any representation or warranty limited by its terms to a specific date; provided that the representations contained in Paragraph (g) of Article II shall be deemed made as of and since the date of the last audited financials of the Borrower);

        (b)   Wholesale Power Contract. That the Borrower shall not be in default under the terms of, or contesting the validity of, any Wholesale Power Contract;

        (c)   Material Adverse Effect. That no event shall have occurred since the date hereof that has had or is likely to have a Material Adverse Effect;

        (d)   Event of Default. That no Event of Default, and no event which with the passage of time or giving of notice or both would constitute an Event of Default, shall have occurred and be continuing, or shall have occurred after giving effect to such Advance on the books of the Borrower;

        (e)   Requisitions. That the Borrower shall have requisitioned such Advance by submitting a requisition to the RUS in form and substance satisfactory to the RUS;

        (f)    Flood Insurance. That for any such Advance used in whole or in part to finance the construction or acquisition of any building in any area identified by the Secretary of Housing and Urban Development pursuant to the Flood Disaster Protection Act of 1973 (the "Flood Insurance Act") or any rules, regulations or orders issued to implement the Flood Insurance Act as any area having special flood hazards, or to finance any facilities or materials to be located in any such building, or in any building owned or occupied by the Borrower and located in such a flood hazard area, the Borrower shall have submitted evidence, in form and substance satisfactory to the RUS or the RUS has otherwise determined, that (i) the community in which such area is located is then participating in the

8

national flood insurance program, as required by the Flood Insurance Act and any related regulations, and (ii) the Borrower has obtained flood insurance coverage with respect to such building and contents as may then be required pursuant to the Flood Insurance Act and any related regulation;

        (g)   Compliance With this Agreement and Indenture. That the Borrower is in material compliance with this Agreement and the Indenture;

        (h)   Oversight Period. That an Increased Oversight Period or Highest Oversight Period shall not exist;

        (i)    Application of Advances. That the Borrower agrees to apply the proceeds of the Advances under any Partially Unadvanced Note or R-8 FFB Note to pay the costs, or reimburse the costs paid, by or on behalf of the Borrower to make the improvements to the System that have been approved by the RUS;

        (j)    Additional Documents. That the Borrower agrees to provide or cause to be provided to RUS such additional documents as RUS may reasonably request from the Trustee; and

        (k)   Conditions Precedent to Advance. That all conditions precedent under the Indenture and this Agreement to such Advance have been satisfied or waived, that the RUS has received copies of all certificates and opinions delivered to the Trustee in connection therewith, and that the Trustee has consented to each Advance pursuant to Section 4.8 of the Indenture and the RUS has received a copy of such consent.

ARTICLE V—AFFIRMATIVE COVENANTS

Section 5.1  Generally

        Unless otherwise agreed to in writing by the RUS, while this Agreement is in effect, the Borrower shall duly observe each of the affirmative covenants contained in this Article V.

Section 5.2  Performance under Indenture

        The Borrower shall duly observe and perform all of its obligations under the Indenture including, without limitation, the obligation to establish and collect rates in accordance with Section 13.14 of the Indenture.

Section 5.3  Annual Compliance Certificate

        Within one hundred twenty (120) days after the close of each fiscal year, the Borrower shall deliver to the RUS a written statement signed by its General Manager, stating that, to the knowledge of the General Manager, during such year the Borrower has fulfilled its obligations under the Loan Documents throughout such year in all material respects or, if there has been a material default in the fulfillment of such obligations, specifying each such default known to the General Manager and the nature and status thereof.

Section 5.4  Simultaneous Prepayment of Contemporaneous Loans

        If the Borrower shall at any time prepay in whole or in part any Contemporaneous Loan, the Borrower shall prepay the related Outstanding Note to the Government in the ratio that the unpaid principal balance of such Outstanding Note to the Government bears to the aggregate unpaid principal amount of both such Outstanding Note and the note evidencing the Contemporaneous Loan. If either such Outstanding Note or such other note calls for a prepayment penalty or premium, such amount shall be paid but shall not be used in computing the amount needed to be paid to the Government under this Section 5.4 to maintain such ratio. Prepayments associated with refinancing or refunding a Contemporaneous Loan are not considered to be prepayments for purposes of this Agreement if (i) the

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principal amount of such refinancing or refunding loan is not less than the amount of loan principal being refinanced and (ii) the weighted average life of the refinancing or refunding loan is not less than the weighted average remaining life of the loan being refinanced.

Section 5.5  Rates and Coverage Ratios

        (a)   Prospective Notice of Change in Rates. The Borrower shall give the RUS sixty (60) days' prior written notice of any proposed change in the Borrower's general rate structure.

        (b)   Routine Reporting of Coverage Ratios. In connection with the furnishing of its annual report to the RUS pursuant to Section 5.9, the Borrower shall report to the RUS, in such written format as RUS may require, the Margins for Interest level which was achieved during such fiscal year.

        (c)   Corrective Plans. Within thirty (30) days of (i) sending a notice to the RUS under Subsection (b) above that shows the Margins for Interest level specified by Section 13.14 of the Indenture was not achieved for any fiscal year, or (ii) being notified by the RUS that the Margins for Interest level specified by Section 13.14 of the Indenture was not achieved for any fiscal year, whichever is earlier, the Borrower in consultation with the RUS shall provide a written plan reasonably satisfactory to the RUS setting forth the actions that shall be taken to achieve the specified Margins for Interest level on a timely basis.

Section 5.6  Financial Books

        The Borrower shall at all times keep, and safely preserve, proper books, records and accounts in which full and true entries shall be made of all of the dealings, business and affairs of the Borrower and its Subsidiaries, in accordance with any applicable Accounting Requirements.

Section 5.7  Rights of Inspection

        The Borrower shall afford the RUS, through its representatives, reasonable opportunity, at all times during business hours and upon prior notice, to have access to and the right to inspect the System, any other property encumbered by the Indenture, and any or all books, records, accounts, invoices, contracts, leases, payrolls, canceled checks, statements and other documents and papers of every kind belonging to or in the possession of the Borrower or in any way pertaining to its property or business, including its Subsidiaries, if any, and to make copies or extracts therefrom.

Section 5.8  Real Property Acquisition

        In acquiring real property, the Borrower shall comply in all material respects with the provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended by the Uniform Relocation Act Amendments of 1987, and 49 C.F.R. part 24, referenced by 7 C.F.R. part 21, to the extent applicable to such acquisition.

Section 5.9  Financial Reports

        The Borrower shall cause to be prepared and furnished to the RUS, within one hundred twenty (120) days after the end of each fiscal year of the Borrower, a full and complete annual report of its financial condition and of its operations in form and substance satisfactory to the RUS, audited and certified by an independent certified public accountant satisfactory to the RUS and accompanied by a report of such audit in form and substance reasonably satisfactory to the RUS. If requested by the RUS, the Borrower shall also furnish to the RUS from time to time such other reports concerning the financial condition or operations of the Borrower, including its Subsidiaries, as the RUS may reasonably request or RUS Regulations require.

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Section 5.10  Miscellaneous Reports and Notices

        The Borrower shall furnish to the RUS:

        (a)   Notice of Default. Promptly after becoming aware thereof, notice of: (i) the occurrence of any Event of Default or event which with the giving of notice or the passage of time, or both, would become an Event of Default; and (ii) the receipt of any notice given pursuant to the Indenture with respect to the occurrence of any event which with the giving of notice or the passage of time, or both, could become an "Event of Default" under the Indenture;

        (b)   Notice of Litigation. Promptly after the commencement thereof, notice of the commencement of all actions, suits or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency or instrumentality affecting the Borrower which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

        (c)   Notice of Change of Place of Business. Promptly in writing, notice of any change in location of its principal place of business or the office where its records concerning accounts and contract rights are kept;

        (d)   Regulatory and Other Notices. Promptly after receipt thereof, copies of any notices or other communications received from any governmental authority with respect to any matter or proceeding which could reasonably be expected to have a Material Adverse Effect;

        (e)   Ratings. Promptly after receipt thereof, copies of Credit Ratings and copies of any reports with respect to the Borrower or its Credit Rating issued by any Rating Agency;

        (f)    Material Adverse Effect. Promptly after becoming aware thereof, notice of any matter that would reasonably be expected to have a Material Adverse Effect; and

        (g)   Other Information. Such other information regarding the condition, financial or otherwise, operations, properties or business of the Borrower as the RUS may, from time to time, reasonably request.

Section 5.11  Variable Rate Indebtedness

        In connection with the furnishing of its annual report to the RUS pursuant to Section 5.9, if requested by the RUS, the Borrower shall report to the RUS, in such written format as may be acceptable to the RUS, the specific maturities of all of the Borrower's outstanding indebtedness and the interest rates applicable thereto, including, without limitation, with respect to any indebtedness not bearing a fixed rate through the maturity of such indebtedness the method and timing for adjustment and readjustment of the applicable interest rate.

Section 5.12  Special Construction Account

        The Borrower shall continue to maintain the "Special Construction Account" maintained under the Existing Loan Contract and continue to hold therein all moneys currently held therein, as provided in this Section 5.12. The Special Construction Account shall be insured to the extent insurable by the Federal Deposit Insurance Corporation or other federal agency acceptable to the RUS and shall be designated by the corporate name of the Borrower followed by the words "Special Construction Account." The Borrower shall promptly deposit proceeds from all Advances, including previously advanced funds whose original expenditure has been disallowed by a RUS loan fund audit, into the Special Construction Account. Moneys in the Special Construction Account shall be used solely for the purposes for which the Advance was made or for such other purposes as may be approved by the RUS.

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Section 5.13  Compliance with Laws

        The Borrower shall operate and maintain the System and its properties in compliance in all material respects with all applicable Laws the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

Section 5.14  Plant Agreements

        (a)   Enforcement. If the RUS, in its absolute discretion, shall determine it appropriate or necessary to preserve the security for the Loans, subject to the provisions of the Indenture, the RUS may require in writing the Borrower to authorize and empower the Government to enforce any Plant Agreement, with the form of such written authorization to be prescribed by the RUS.

        (b)   Appointment of Agent. If the appointment of Georgia Power Company as agent under any Plant Agreement is terminated in whole or in part, and if the Borrower is not qualified to serve as agent, then the RUS may require the Borrower to take all action that the Borrower is entitled to take to cause the appointment of the Government or such agency of the Government as the RUS shall designate in writing, as agent under any such Plant Agreement, to the extent and with such duties, rights, power and authority as the RUS shall prescribe in writing, not inconsistent with the provisions of such Plant Agreement.

Section 5.15  Lockbox Agreement

        The Borrower shall not, without first complying with the requirements of Section 9.1, amend, supplement, or otherwise modify the Lockbox Agreement. During a Highest Oversight Period, the Borrower shall, if so directed in writing by the Administrator of the RUS, (a) deposit, pursuant to such Lockbox Agreement, all cash proceeds of the Trust Estate, including, without limitation, checks, money and the like (other than cash proceeds deposited or required to be deposited with the Trustee pursuant to the Indenture), which cash proceeds shall include, without limitation, all payments by members of the Borrower on account of the Wholesale Power Contracts, in separate deposit or other accounts, segregated from all other monies, revenues and investments of the Borrower, and (b) take all such other actions as the RUS shall request to continue perfection of the lien of the Indenture in such proceeds for the benefit of all Holders of the Outstanding Secured Obligations.

Section 5.16  Nuclear Fuel

        Upon the written request of the RUS, to the extent the Borrower owns nuclear fuel located outside the State of Georgia as to which a security interest can be created under the Uniform Commercial Code and perfected solely by the filing of a financing statement under the Uniform Commercial Code, the Borrower shall cause such nuclear fuel to be subjected to the lien of the Indenture.

Section 5.17  Power Requirements Studies

        The Borrower shall prepare and use power requirements studies of its electric loads and future energy and capacity requirements in conformance with Prudent Utility Practice and an RUS approved plan for preparation of such power requirements studies, taking into account the limited obligation of the Borrower under the Wholesale Power Contracts; provided, however, that during a Highest Oversight Period, or in connection with acquisition or construction financed in whole or in part by RUS, the Borrower shall prepare and use such studies in conformance with RUS Regulations. The Borrower shall provide the RUS with copies of such studies.

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Section 5.18  Long Range Engineering Plans and Construction Work Plans

        The Borrower shall develop, maintain and use up-to-date long-range engineering plans and construction work plans in conformance with Prudent Utility Practice; provided, however, that during a Highest Oversight Period, or in connection with acquisition or construction financed in whole or in part by RUS, the Borrower shall develop, maintain and use such plans in conformance with RUS Regulations.

Section 5.19  Design Standards, Construction Standards and List of Materials

        The Borrower shall use design standards, construction standards and lists of acceptable materials in conformance with Prudent Utility Practice; provided, however, that during a Highest Oversight Period, or in connection with construction financed in whole or in part by RUS, the Borrower shall use such standards and lists in conformance with RUS Regulations.

Section 5.20  Plans and Specifications

        The Borrower shall submit plans and specifications for construction to the RUS for review and approval, as directed in writing by the RUS, for construction financed in whole or in part by the RUS.

Section 5.21  Standard Forms of Construction Contracts, and Engineering and Architectural Services Contracts

        The Borrower shall use the standard forms of contracts promulgated by the RUS for construction, procurement, engineering services and architectural services, if directed in writing by the RUS, for construction, procurement, or services financed in whole or in part by the RUS.

Section 5.22  Contract Bidding Requirements

        The Borrower shall follow the RUS contract bidding procedures in conformance with RUS Regulations when contracting for construction or procurement financed in whole or in part by the RUS.

Section 5.23  Nondiscrimination

        (a)   Equal Opportunity Provisions in Construction Contracts. The Borrower shall incorporate or cause to be incorporated into any construction contract, as defined in Executive Order 11246 of September 24, 1965 and implementing regulations, which is paid for in whole or in part with funds obtained from the RUS or borrowed on the credit of the United States pursuant to a grant, contract, loan, insurance or guarantee, or undertaken pursuant to any RUS program involving such grant, contract, loan, insurance or guarantee, the equal opportunity provisions set forth in Exhibit A attached hereto entitled Equal Opportunity Contract Provisions.

        (b)   Equal Opportunity Contract Provisions Also Bind the Borrower. The Borrower further agrees that it shall be bound by such equal opportunity clause in any federally assisted construction work which it performs itself other than through the permanent work force directly employed by an agency of government.

        (c)   Sanctions and Penalties. The Borrower agrees that it shall cooperate actively with the RUS and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Secretary of Labor, that it shall furnish the RUS and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it shall otherwise assist the administering agency in the discharge of the RUS's primary responsibility for securing compliance. The Borrower further agrees that it shall refrain from entering into any contract or contract modification subject to Executive Order 11246 with a

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contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to Part II, Subpart D of Executive Order 11246 and shall carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the RUS or the Secretary of Labor pursuant to Part II, Subpart D of Executive Order 11246. In addition, the Borrower agrees that if it fails or refuses to comply with these undertakings the RUS may cancel, terminate or suspend in whole or in part this contract, may refrain from extending any further assistance under any of its programs subject to Executive Order 11246 until satisfactory assurance of future compliance has been received from the Borrower, or may refer the case to the Department of Justice for appropriate legal proceedings.

Section 5.24  "Buy American" Requirements

        The Borrower shall use or cause to be used in connection with the expenditures of funds if such funds were obtained in whole or in part by a loan being made or guaranteed by the RUS only such unmanufactured articles, materials, and supplies as have been mined or produced in the United States or any eligible country, and only such manufactured articles, materials, and supplies as have been manufactured in the United States or any eligible country substantially all from articles, materials, and supplies mined, produced or manufactured, as the case may be, in the United States or any eligible country, except to the extent the RUS shall determine that such use shall be impracticable or that the cost thereof shall be unreasonable. For purposes of this section, an "eligible country" is any country that has with respect to the United States an agreement ensuring reciprocal access for United States products and services and United States suppliers to the markets of that country, as determined by the United States Trade Representative.

Section 5.25  Maintenance of Credit Ratings

        As long as any Note remains outstanding, the Borrower shall (a) maintain a Credit Rating from at least two (2) Rating Agencies and (b) continuously subscribe with a Rating Agency for the services described in Exhibit B attached hereto.

Section 5.26  Application of Advances

        The Borrower shall apply the proceeds of Advances as provided in Section 4.2(i) above, with only such modifications as may be mutually agreed upon.

Section 5.27  Excepted Property

        During a Highest Oversight Period, the Borrower shall take all actions necessary to include in the Trust Estate, subject to the first lien of the Indenture, the Excepted Property designated in writing by the Government; provided, however, the Borrower shall not be required to subject to the lien of the Indenture cash and/or securities held for working capital purposes in an amount up to the greater of (i) twenty five percent (25%) of the Borrower's aggregate cost of operation and maintenance for the preceding twelve (12) calendar month period or (ii) the Borrower's aggregate cost of operation and maintenance for three (3) consecutive calendar months designated by the Borrower during such preceding twelve (12) calendar month period as shown on RUS Form 12(a), lines 14 and 19.

Section 5.28  Additional Affirmative Covenants

        The Borrower also shall comply with the additional covenants identified in Schedule 4 hereto.

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ARTICLE VI—NEGATIVE COVENANTS

Section 6.1  General

        Unless otherwise agreed to in writing by the RUS, while this Agreement is in effect, the Borrower shall duly observe each of the negative covenants set forth in this Article VI.

Section 6.2  Limitations on System Extensions, Additions and Dispositions

        (a)   Additions to Capacity. The Borrower shall not, without first complying with the requirements of Section 9.1, purchase, construct, lease or otherwise acquire Special Assets (as defined below) if the aggregate amount expended for purchase, construction, lease or other acquisition of all Special Assets (i) in the current fiscal year of the Borrower is greater than 5% of the Borrower's Total Utility Plant or (ii) in the current and two immediately preceding fiscal years of the Borrower is greater than 10% of the Borrower's Total Utility Plant. For the purposes of this Subsection (a), "Special Assets" means capital assets that constitute utility or non-utility plant and that: (1) taking into account any substantially contemporaneous or otherwise related sale, transfer, lease or other disposition, increase the generating capacity of the System or any generating plant of the Borrower by more than 5%; (2) are not subject to the lien of the Indenture and are not nuclear fuel; or (3) are not used or useful as a part of the System.

        (b)   Dispositions of System Assets. The Borrower shall not, without first complying with the requirements of Section 9.1, request the release of capital assets that constitute utility plant from the lien of the Indenture pursuant to Section 5.2 of the Indenture if (taking into account any substantially contemporaneous or otherwise related purchase, construction, lease or other acquisition of similar property that is subject to the lien of the Indenture) there will result a decrease in the generating capacity of the System or any generating plant by more than 5% if the aggregate net book value of all such assets released from the lien of the Indenture (i) in the current fiscal year of the Borrower is greater than 5% of the Borrower's Total Utility Plant or (ii) in the current and two immediately preceding fiscal years of the Borrower is greater than 10% of the Borrower's Total Utility Plant.

        (c)   Legal Requirements. The requirements of this Section 6.2 shall not apply to any purchase, construction, lease or other acquisition, or any sale, transfer, lease or other disposition, of capital assets to the extent that any of the foregoing is required to comply with "Legal Requirements" (as defined in the Wholesale Power Contract). No such purchase, construction, lease or other acquisition and no such sale, transfer, lease or other disposition shall be considered in calculating the aggregate limitations specified in Subsections (a) or (b) hereof.

        (d)   Highest Oversight Period. During a Highest Oversight Period, the Borrower shall not, without the prior written approval of the RUS, purchase, construct, lease or otherwise acquire, or sell, transfer, lease or otherwise dispose of, any capital asset, or enter into any agreement therefor.

Section 6.3  Limitations on Employment and Retention of General Manager

        At any time an Event of Default, or an event which with the passage of time or the giving of notice, or both, would become an Event of Default, occurs and is continuing, the Borrower shall not, without the prior written approval of the RUS, enter into an employment relationship with any person to serve as General Manager unless such employment shall first have been approved by the RUS. If an Event of Default, or an event which with the passage of time or the giving of notice, or both, would become an Event of Default, occurs and is continuing and the RUS requests the Borrower to terminate the employment of its General Manager, the Borrower shall do so within thirty (30) days after the date of such request. All contracts in respect of the employment of the General Manager hereafter entered into shall contain provisions to permit compliance with this Section 6.3.

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Section 6.4  Limitations on Certain Types of Contracts

        (a)   Approval of Certain Contracts. The Borrower shall not, without first complying with the requirements of Section 9.1, enter into any of the following:

(i)

any contract for the management or operation of all or substantially all of the System;



(ii)

any contract for the purchase, exchange or sale of electric power and energy that has a term exceeding three (3) years and under which committed purchases, exchanges or sales exceed ten percent (10%) of the peak demand of the System for the most recently completed fiscal year;



(iii)

any pooling or similar power supply agreement that has a term exceeding three (3) years;



(iv)

any amendment or modification to any of the Wholesale Power Contracts, including the Schedules thereto and the form of Withdrawal Agreement incorporated therein, except that the Borrower may amend or modify any of (A) Exhibit 1 to "Rate Schedule A" thereto; (B) the Exhibits to Appendix 1 to "Rate Schedule A" thereto in the manner expressly provided in the Wholesale Power Contracts; (C) Sections I and II of Appendix 2 (Control Area Services) to "Rate Schedule A" thereto; (D) Appendix 3 (General Terms and Conditions) to "Rate Schedule A" thereto; (E) Schedule B—Form of Subscription Agreement in the manner expressly provided in Section 13.3.1 of the Wholesale Power Contracts; and (F) the Wholesale Power Contracts in the manner expressly provided in any "Withdrawal Agreement" (as defined in the Wholesale Power Contracts) entered into in connection with such Wholesale Power Contracts; or



(v)

any contract for construction or procurement or for architectural and engineering services in connection with a new generating facility if the project will be financed in whole or in part by the RUS.

        (b)   Terminations. The Borrower shall not, without first complying with the requirements of Section 9.1, exercise any option to terminate any contract, including, without limitation, any Wholesale Power Contract, if such contract, based upon its nature, remaining term (not taking into account any option of the Borrower to terminate) and size, would be required to be approved by the RUS pursuant to Subsection (a) above if the Borrower were to have entered into such contract on the proposed termination date. The Borrower further agrees at the written direction of the RUS to exercise any option to terminate a contract if the exercise by the Borrower of that option would require compliance with the requirements of Section 9.1 pursuant to the immediately preceding sentence; provided, however, the Borrower shall not be required to exercise any such option to terminate if such exercise could reasonably be expected to have a Material Adverse Effect. For the purpose of illustration only, and not by way of limitation, the Borrower shall be required to comply with the requirements of Section 9.1 before terminating, and the RUS can require the Borrower to terminate, in any year before year seven (7) thereof, a ten (10) year contract for the sale of electric power and energy that exceeds ten percent (10%) of the Borrower's peak demand because the portion of the contract to be terminated meets the standards of Subsection (a)(ii) above (i.e., a term greater than three (3) years for the committed sale of electric power and energy that exceeds ten percent (10%) of the Borrower's peak demand). The Borrower can terminate without first complying with the requirements of Section 9.1, and the RUS cannot require the Borrower to terminate, that same contract after year seven (7) thereof.

        (c)   Highest Oversight Period. During a Highest Oversight Period, the Borrower shall not, without the prior written approval of the RUS, enter into or amend or modify any of the contracts of the type described in this Section 6.4, regardless of duration or size.

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        (d)   Determination of Term. For purposes of this Section 6.4, the term of any contract shall be determined in accordance with this Subsection. The term of any contract shall be the period during which performance (other than payment) is to occur and not the period commencing when such contract is executed. The term of any contract shall be based upon the period prior to the first date upon which the Borrower could, at its option, terminate the contract (taking into account any notice period required for termination), unless the exercise of such termination right could reasonably be expected to have a Material Adverse Effect.

        (e)   Amendments; Extensions. Any amendment or modification to an existing contract (including an extension thereof) shall be governed by this Section 6.4 only to the extent such specific amendment or modification (and not the contract as a whole), judged as if it were a separate contract, would be required to be approved by the RUS pursuant to Subsection (a) above.

Section 6.5  Limitations on Loans, Investments and Other Obligations

        The Borrower shall not, without first complying with the requirements of Section 9.1, make any Investment, except (i) Investments made for the purpose of funds management that are made pursuant to an investment policy approved by the Borrower's Board of Directors, a copy of which has been provided to the RUS, (ii) Investments specifically approved by the RUS in writing under this clause (ii), (iii) retained earnings or patronage of Subsidiaries, (iv) patronage allocated to the Borrower as a result of transactions in the ordinary course of business with cooperatives, such as, National Rural Utilities Cooperative Finance Corporation and CoBank, ACB, (v) investments set forth in RUS Regulations (7 C.F.R. § 1717.655, as such RUS Regulations exist on the date hereof) as excluded from computations of the amounts and type of Investments for which RUS approval is required, and (vi) other Investments (valued at the initial cost thereof) that do not in the aggregate with all other Investments other than Investments described in clauses (i) through (v) above exceed fifteen percent (15%) of the Borrower's Total Utility Plant; provided, however, that during an Increased Oversight Period, or Highest Oversight Period, the Borrower shall not, without the prior written approval of the RUS, make any additional Investments of the type described in clause (vi) above.

Section 6.6  Depreciation Rates

        The Borrower shall not, without first complying with the requirements of Section 9.1, adopt any depreciation rate not previously approved for the Borrower by the RUS.

Section 6.7  Rate Reductions

        The Borrower shall not, without first complying with the requirements of Section 9.1, decrease its Rates if it has failed to comply with the provisions of Section 13.14 of the Indenture for the fiscal year prior to such reduction.

Section 6.8  Indenture Restrictions

        Notwithstanding the provisions of the Indenture, the Borrower shall not, without first complying with the requirements of Section 9.1:

        (a)   issue Additional Obligations under the Indenture on the basis of the $200,000,000 carry forward amount described in Section 4.2B(1) of the Indenture, unless the proceeds of such Additional Obligations are used (i) to pay premiums and other penalties and charges in respect of any Existing Obligation held by FFB or the RUS, (ii) to fund the acquisition or construction of additions or extensions to the System that are subject to the lien of the Indenture, or (iii) to pay premiums and other penalties, charges and other costs of issuance incurred in connection with a Current Refunding in an aggregate amount not to exceed five percent (5%) of the principal amount of the Obligations subject to the Current Refunding;

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        (b)   issue Additional Obligations under the Indenture while any amounts are outstanding under any RUS Reimbursement Obligation or during an Increased Oversight Period or a Highest Oversight Period;

        (c)   consolidate or merge with any other corporation or convey or transfer the Trust Estate under the Indenture substantially as an entirety unless the aggregate amount of the Borrower's Equity is not reduced as a result of such transaction and the Borrower provides the RUS with evidence reasonably satisfactory to the RUS that the consummation of such transaction will not result in the commencement of an Increased Oversight Period; provided, however, that during an Increased Oversight Period or a Highest Oversight Period, the Borrower shall not consolidate or merge with any corporation or convey or transfer the Trust Estate substantially as an entirety;

        (d)   elect pursuant to Section 1.1D of the Indenture to apply Accounting Requirements in effect as of the date of execution and delivery of the Indenture;

        (e)   include as Property Additions, under any provision of the Indenture, any property that would not qualify as Property Additions but for paragraph C of the definition of Property Additions, or sell, lease or sublease any portion of the Trust Estate pursuant to paragraph H of Section 5.1 of the Indenture;

        (f)    submit an Available Margins Certificate under Article IV of the Indenture for the purpose of issuing Additional Obligations unless such Certificate is accompanied by an Independent Accountant's Certificate stating in substance that nothing came to the attention of such Accountant in connection with its unaudited review of the applicable period that would lead such Accountant to believe that there was any incorrect or inaccurate statement in such Certificate;

        (g)   enter into a Supplemental Indenture pursuant to Section 12.1H of the Indenture;

        (h)   enter into a Supplemental Indenture pursuant to Section 12.1B or 12.1C of the Indenture if (i) the Holders of the Obligations issued under such Supplemental Indenture are granted greater security rights in and to the Trust Estate than those security rights enjoyed by the Government in its capacity as a Holder of Obligations under the Indenture, provided, however, that neither (A) the existence of Credit Enhancement nor (B) the creation and maintenance of debt service or similar funds for the payment of the principal and interest on Obligations issued under such Supplemental Indenture (to the extent such debt service or other similar funds are funded from the proceeds of the issuance of such Obligations or funded in connection with the refinancing of other debt by such Obligations), shall constitute greater security rights in and to the Trust Estate requiring the Borrower to comply with the requirements of Section 9.1; (ii) the Supplemental Indenture provides for covenants, restrictions, limitations, conditions, events of defaults or remedies not applicable to all Obligations then Outstanding or not equally available to all Holders of Obligations then Outstanding, provided, however, that provisions for covenants and events of default that relate solely to assuring that the interest on such Obligations (or other indebtedness secured by such Obligations) is excludable from the gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, shall not constitute the providing of covenants or events of default requiring the Borrower to comply with the requirements of Section 9.1; or (iii) the Obligations issued under such Supplemental Indenture, or the indebtedness secured by such Obligations, can be accelerated, or effectively accelerated through a mandatory purchase or similar mechanism, in either case, as a consequence of a breach or default by the Borrower under the related loan agreement or similar agreement entered into in connection with such Obligation or indebtedness, provided, however, that acceleration and similar rights may be granted to development authorities and trustees without first complying with the requirements of Section 9.1 in connection with the issuance of Obligations (or other indebtedness secured by such Obligations) the interest on which is excludable from the gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, if such acceleration and similar rights are substantially similar to those currently granted to development authorities and trustees in connection with the Existing Obligations;

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        (i)    create or incur or suffer or permit to be created or incurred or to exist any pledge of current assets secured under the Indenture to secure current liabilities;

        (j)    provide any Certificate of an Appraiser under the Indenture, unless such Appraiser is Independent, if the amount of the property or securities as to which the Appraiser's Certificate applies is greater than two million dollars ($2,000,000); provide any Certificate of an Engineer under the Indenture, unless such Engineer is a licensed professional, if the amount of the property as to which the Engineer's Certificate applies is greater than one hundred thousand dollars ($100,000); or provide any Certificate of an Engineer under the Indenture, unless such Engineer is Independent, if the amount of the property as to which the Engineer's Certificate applies is greater than ten million dollars ($10,000,000);

        (k)   issue any Additional Obligations upon the basis of Designated Qualifying Securities unless the Borrower has a one hundred percent (100%) ownership or membership interest in the Subsidiary entering into a Qualifying Securities Indenture in connection with such Designated Qualifying Securities; or

        (l)    modify or alter Section 8.7 of the Indenture or the obligation of the Trustee under the Indenture to hold the Trust Estate for the equal and proportionate benefit and security of the Holders, without any priority of any Obligation over any other Obligation.

Section 6.9  Negative Pledge

        The Borrower shall not, without first complying with the requirements of Section 9.1, directly or indirectly create, incur, assume or permit to exist any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any other agreement to give any security interest) on or with respect to any of the Excepted Property (other than the Excepted Property described in paragraph P of the definition of Excepted Property, which property shall not be subject to this Section 6.9) except for:

        (a)   Permitted Exceptions (other than the Permitted Exception described in paragraph Y of the definition of Permitted Exceptions);

        (b)   as to the Excepted Property described in paragraphs B through E, inclusive, and paragraph K of the definition of Excepted Property, liens, mortgages, pledges, security interests, charges and encumbrances in connection with purchase money, construction or acquisition indebtedness (or renewals or extensions thereof) that encumber only the asset or assets so purchased, constructed or acquired or property improved through such purchase, construction or acquisition, and the proceeds upon a sale, transfer or exchange thereof;

        (c)   liens, mortgages, pledges, security interests, charges and encumbrances (i) for the benefit of all Holders of the Obligations issued under the Indenture, (ii) in connection with any bond or similar fund established by the Borrower with respect to any debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, to the extent of amounts deposited in such funds in the ordinary course to make regularly scheduled payments on such debt securities, or (iii) in connection with any debt service or similar fund established by the Borrower for the payment of principal or interest on debt securities, the interest on which is excludable from gross income of the holder thereof pursuant to the Internal Revenue Code, as amended, if such fund is funded solely from the proceeds of the issuance of such debt securities (or funded in connection with the refinancing of other debt by such debt securities);

        (d)   liens, pledges, security interests, charges and encumbrances with respect to any interest, debt or equity, of the Borrower in the National Rural Utilities Cooperative Finance Corporation or CoBank,

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ACB purchased or otherwise acquired by the Borrower in connection with membership in any such entity or any borrowing from any such entity;

        (e)   liens, pledges, security interests, charges and encumbrances arising in connection with any legal or economic defeasance of indebtedness, unless the funding of the defeasance is during an Increased Oversight Period or a Highest Oversight Period and more than twenty percent (20%) of the defeasance is funded other than with the proceeds of the issuance of new indebtedness (in which case the Borrower shall first comply with the requirements of Section 9.1 before permitting or creating any such lien, pledge, security interest, charge or encumbrance); or

        (f)    liens, pledges, security interests, charges and encumbrances with respect to deposit, brokerage, commodity and other similar accounts to the extent such liens, pledges, security interests, charges and encumbrances do not secure indebtedness for borrowed money other than indebtedness incurred in connection with acquiring securities or other investments deposited in any such account.

Section 6.10  Emissions Allowances

        The Borrower shall not, without first complying with the requirements of Section 9.1, sell, assign or otherwise dispose of (or enter into any agreement therefor) any allowances for emissions or similar rights granted by any governmental authority, except allowances or similar rights that exceed those necessary in any particular fiscal year for the Borrower to operate its generating facilities during such year, as evidenced by a written certification by the Borrower and provided to the RUS at the time of such sale, assignment or other disposition.

Section 6.11  Changes to Plant Agreements

        The Borrower shall not, without first complying with the requirements of Section 9.1, amend, supplement, waive, extend, terminate or assign the Plant Agreements or agree to do so.

Section 6.12  Fiscal Year

        The Borrower shall not, without first complying with the requirements of Section 9.1, change its fiscal year.

Section 6.13  Limits on Variable Rate Indebtedness

        During an Increased Oversight Period or Highest Oversight Period, the Borrower shall not, if so directed in writing by the RUS, increase the outstanding principal amount of indebtedness of the Borrower, the interest rate with respect to which is adjusted or readjusted at intervals of less than two (2) years, including, without limitation, Additional Obligations issued as a Periodic Offering, the interest rate on which is subject to such adjustment or readjustment, to an amount exceeding the amount thereof outstanding on the date of such notice from the RUS.

Section 6.14  Limitations on Changing Principal Place of Business

        Without prior written notification to the RUS, the Borrower shall not change its principal place of business.

Section 6.15  Limitations on RUS Financed Extensions and Additions

        The Borrower shall not extend or add to its System either by construction or acquisition without the prior written approval of the RUS if the construction or acquisition is financed or will be financed in whole or in part by the RUS.

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Section 6.16  Historic Preservation

        The Borrower shall not, without approval in writing by the RUS, use any Advance to construct any facility which shall involve any district, site, building, structure or object which is included in, or eligible for inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior pursuant to the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.

Section 6.17  Impairment of Wholesale Power Contracts

        The Borrower shall not materially breach any obligation to be paid or performed by the Borrower on any Wholesale Power Contract, or take any action which is likely to materially impair the value of any Wholesale Power Contract.

Section 6.18  State Regulation

        The Borrower shall not voluntarily allow or permit itself to be regulated by any state governmental agency or authority.

Section 6.19  Additional Negative Covenants

        The Borrower also shall comply with the additional negative covenants identified in Schedule 4 attached hereto.

ARTICLE VII—EVENTS OF DEFAULT

        The following shall be "Events of Default" under this Agreement:

        (a)   Representations and Warranties. Any representation or warranty made by the Borrower in Article II hereof, in any certificate furnished to the RUS hereunder or in the Indenture shall be incorrect in any material respect at the time made;

        (b)   Payment. Default shall be made in the payment of or on account of interest on or principal of any Note when and as the same shall be due and payable, whether by acceleration or otherwise, which shall remain unsatisfied for five (5) Business Days;

        (c)   Borrowing Under the Indenture in Violation of the Loan Contract. Default by the Borrower in the observance or performance of any covenant or agreement contained in Subsection (a) or (b) of Section 6.8;

        (d)   Other Covenants. Default by the Borrower in the observance or performance of any other covenant or agreement contained in any of the Loan Documents, which shall remain unremedied for thirty (30) calendar days after written notice thereof shall have been given to the Borrower by the RUS, unless such default cannot be reasonably cured within such thirty (30) day period, then in such event and so long as a cure is being diligently pursued, the Borrower shall have a reasonable period of time beyond such thirty (30) days to complete such cure;

        (e)   Corporate Existence. The Borrower shall forfeit or otherwise be deprived of its corporate charter or any franchises, permits, easements, consents or licenses required to carry on any material portion of its business;

        (f)    Other Obligations. Default by the Borrower in the payment of any obligation, whether direct or contingent, for borrowed money in excess of ten million dollars ($10,000,000) or in the performance or observance of the terms of any instrument pursuant to which such obligation was created or securing such obligation which default shall have resulted in such obligation becoming or being declared due and payable prior to the date on which it would otherwise be due and payable;

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        (g)   Bankruptcy. A court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official, or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days or the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial part of its property, or make any general assignment for the benefit of creditors;

        (h)   Dissolution or Liquidation. Other than as provided in Subsection (g) above, the dissolution or liquidation of the Borrower, or failure by the Borrower promptly to forestall or remove any execution, garnishment or attachment of such consequence as shall impair its ability to continue its business or fulfill its obligations and such execution, garnishment or attachment shall not be vacated within thirty (30) days. The term "dissolution or liquidation of the Borrower," as used in this Subsection (h), shall not be construed to include the cessation of the corporate existence of the Borrower resulting either from a merger or consolidation of the Borrower into or with another corporation following a transfer of all or substantially all its assets as an entirety, under the conditions permitting such actions; and

        (i)    Indenture. Any Event of Default as set forth in Section 8.1 of the Indenture and any event (as set forth in such Section 8.1) that with the giving of notice or the passage of time, or both, could become an Event of Default.

ARTICLE VIII—REMEDIES

Section 8.1  Remedies

        Upon the occurrence of an Event of Default, then the RUS may pursue all rights and remedies available to the RUS that are contemplated by this Agreement in the manner, upon the conditions and with the effect provided in this Agreement, including, but not limited to, a suit for specific performance, injunctive relief or compensatory damages. The RUS is hereby authorized, to the maximum extent permitted by applicable law, to demand specific performance of this Agreement at any time when the Borrower shall have failed to comply with any provision of this Agreement applicable to it. The Borrower hereby irrevocably waives, to the maximum extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. Nothing herein shall limit the right of the RUS to pursue all rights and remedies available to a creditor at law or in equity following the occurrence of an Event of Default, or any right or remedy available to the RUS as a Holder of an Obligation under the Indenture. Each right, power and remedy of the RUS shall be cumulative and concurrent, and recourse to one or more rights or remedies shall not constitute a waiver of any other right, power or remedy.

Section 8.2  Suspension of Advances

        In addition to the rights, powers and remedies referred to in Section 8.1, the RUS may, in its absolute discretion, suspend or terminate the obligation to make or approve Advances hereunder if (i) any Event of Default, or any occurrence which with the passage of time or giving of notice would be an Event of Default, occurs and is continuing; or (ii) an event shall have occurred that has had or is likely to have a Material Adverse Effect.

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ARTICLE IX—MISCELLANEOUS

Section 9.1  Notice to RUS; Objection of RUS

        Before undertaking any transaction described in Article VI that requires compliance with the requirements of this Section 9.1, the Borrower shall give to the RUS (i) notice in writing describing in reasonable detail the proposed transaction and expressly stating that the transaction is covered by this Section 9.1 and (ii) drafts of all material documents to effect such transaction. If the RUS delivers to the Borrower written notice that it objects to the proposed transaction within (I) 60 days (or such shorter period as the parties shall agree to in writing) in the case of any transaction of the nature described in paragraph (a) below, or (II) 30 days (or such shorter period as the parties shall agree to in writing) in the case of any transaction of the nature described in paragraph (b) below, the Borrower shall not complete the transaction without RUS approval.

        (a)   Transactions requiring compliance with the requirements of this Section 9.1 pursuant to Sections 5.15, 6.2, 6.4, 6.6, 6.8 (a), 6.8 (b), 6.8 (c), 6.8 (e), 6.8 (g), 6.8 (h), 6.9, 6.11 and 6.12 shall be subject to a 60-day review and objection period (or such shorter period as the parties shall agree to in writing); and

        (b)   Transactions requiring compliance with the requirements of this Section 9.1 pursuant to Sections 6.5, 6.7, 6.8 (d), 6.8 (f), 6.8 (i), 6.8 (j), 6.8(k), 6.8(l) and 6.10 shall be subject to a 30-day review and objection period (or such shorter period as the parties shall agree to in writing).

Section 9.2  Notices

        All notices, requests and other communications provided for herein, including, without limitation, any modifications of, or waivers, requests or consents under, this Agreement, shall be given or made in writing (including, without limitation, by telecopy) and delivered to the intended recipient at the "Address for Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a notice to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as provided for herein. The Address for Notices of the respective parties are as follows:

        The Government:

Rural Utilities Service
United States Department of Agriculture
Room No. 5135 South
1400 Independence Avenue, S.W.
STOP: 1510
Washington, DC 20250-1510
Fax: (202) 720-1725
Attention: Administrator

        With a copy to:

Rural Utilities Service
United States Department of Agriculture
Room No. 0270 South
1400 Independence Avenue, S.W.
STOP: 1568
Washington, DC 20250-1568
Fax: (202) 720-1401
Attention: Power Supply Division

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        The Borrower:

Oglethorpe Power Corporation
2100 East Exchange Place (30084-5336)
Post Office Box 1349
Tucker, Georgia (30085-1349)
Fax: (770) 270-7872
Attention: President and Chief Executive Officer
With a copy to: Vice President, Treasurer

Section 9.3  Expenses

        To the extent permitted by Law, the Borrower shall pay all costs and expenses of the RUS, including reasonable fees of counsel, incurred in connection with the enforcement of the Loan Documents or with the preparation for such enforcement if the RUS has reasonable grounds to believe that such enforcement may be necessary.

Section 9.4  Late Payments

        If payment of any amount due hereunder is not received at the United States Treasury in Washington, DC, or such other location as the RUS may designate to the Borrower, within five (5) Business Days after the due date thereof or such other longer time period as the RUS may prescribe from time to time in its policies of general application in connection with any late payment charge (such unpaid amount being herein called the "delinquent amount," and the period beginning after such due date until payment of the delinquent amount being herein called the "late-payment period"), the Borrower shall pay to the RUS, in addition to all other amounts due under the terms of the Notes and this Agreement, any late-payment charge as may be fixed by RUS Regulations from time to time on the delinquent amount for the late-payment period.

Section 9.5  Filing Fees

        To the extent permitted by Law, the Borrower agrees to pay all expenses of the RUS (including the fees and expenses of its counsel) in connection with the filing or recordation of all financing statements and instruments as may be required by the RUS in connection with this Agreement, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith. The Borrower agrees to save harmless and indemnify the RUS from and against any liability resulting from the failure to pay any required documentary stamps, recordation and transfer taxes, recording costs, or any other expenses incurred by the RUS in connection with this Agreement. The provisions of this Section 9.5 shall survive the execution and delivery of this Agreement and the payment of all other amounts due hereunder or due on the Notes.

Section 9.6  No Waiver

        No failure on the part of the RUS to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the RUS of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 9.7  Governing Law

        EXCEPT TO THE EXTENT GOVERNED BY APPLICABLE FEDERAL LAW, THE LOAN DOCUMENTS SHALL BE DEEMED TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

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Section 9.8  Holiday Payments

        If any payment to be made by the Borrower hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.

Section 9.9  Successors and Assigns

        This Agreement shall be binding upon and inure to the benefit of the Borrower and the RUS and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the RUS.

Section 9.10  Complete Agreement; Amendments

        This Agreement and the other Loan Documents are intended by the parties to be a complete and final expression of their agreement. However, the RUS reserves the right to waive its rights to compliance with any provision of this Agreement, the RUS Regulations and the other Loan Documents. No amendment, modification, or waiver of any provision hereof or thereof, and no consent to any departure of the Borrower herefrom or therefrom, shall be effective unless approved in writing by the RUS in the form of either RUS Regulations or other writing signed by or on behalf of the RUS, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any Schedule to this Agreement may be amended and replaced by attaching a revised Schedule hereto, which revised Schedule shall have been signed by both parties hereto.

Section 9.11  Headings

        The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and do not constitute part of this Agreement.

Section 9.12  Severability

        If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement, the Notes, and the Indenture shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained herein.

Section 9.13  Right of Set Off

        Upon the occurrence and during the continuance of any Event of Default, the RUS is hereby authorized at any time and from time to time, without prior notice to the Borrower, to exercise rights of set off or recoupment and apply any and all amounts held or hereafter held, by the RUS or owed to the Borrower or for the credit or account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing hereunder or under the Notes. The RUS agrees to notify the Borrower promptly after any such set off or recoupment and the application thereof, provided that the failure to give such notice shall not affect the validity of such set off, recoupment or application. The rights of the RUS under this Section 9.13 are in addition to any other rights and remedies (including other rights of set off or recoupment) which the RUS may have. The Borrower waives all rights of set off, deduction, recoupment or counterclaim.

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Section 9.14  Schedules and Exhibits

        Each Schedule and Exhibit attached hereto and referred to herein is an integral part of this Agreement.

Section 9.15  Sole Benefit

        The rights and benefits set forth in this Agreement are for the sole benefit of the parties hereto and may be relied upon only by them.

Section 9.16  Existing Loan Contract

        This Agreement amends the Existing Loan Contract so that, as of the date of this Agreement, it reads in its entirety as herein provided. As of the date hereof, this Agreement replaces and supersedes the Existing Loan Contract.

Section 9.17  Authority of RUS Representatives

        In the case of any consent, approval or waiver from the RUS that is required under this Agreement or any other Loan Document, such consent, approval or waiver must be in writing and signed by an authorized RUS representative to be effective. As used in this Section 9.17, "authorized RUS representative" means the Administrator, and also means a person to whom the Administrator has officially delegated specific or general authority to take the action in question. If not publicly available, the RUS will provide evidence of the authority of such authorized RUS representative upon the request of the Borrower.

Section 9.18  Relation to RUS Regulations

        (a)   In case of any conflict between the terms of this Agreement or the Indenture and the provisions of the RUS Regulations, the terms of this Agreement and the Indenture shall control.

        (b)   The RUS Regulations shall apply to the Borrower to the extent and under the conditions expressly set forth in this Agreement (other than in Section 5.13).

        (c)   The Borrower recognizes that some RUS Regulations implement Federal statutes or regulatory policies that are not limited to rural electrification but apply to many types of Federal assistance. Nothing herein is intended to, or shall be deemed to, waive the requirements of any Federal statute or regulation that is applicable to the Borrower independently of any requirement made applicable solely by the RUS Regulations.

        (d)   Subject to Subsections (b) and (c) above, if on the date of this Agreement, any RUS Regulation conflicts with the terms of this Agreement or the Indenture or imposes additional or different requirements, pursuant to 7 C.F.R. § 1710.113(c)(2), the provisions of this Agreement or the Indenture shall control and the RUS hereby waives compliance by the Borrower with such RUS Regulations.

Section 9.19  Term

        This Agreement shall remain in effect until one of the following two events has occurred:

        (a)   The Borrower and the RUS replace this Agreement with another written agreement; or

        (b)   All of the Borrower's obligations under this Agreement and the Notes have been discharged and paid.

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Section 9.20  Relation to Indenture

        The RUS is a party to this Agreement and a Holder of Outstanding Secured Obligations under the Indenture. Both this Agreement and the Indenture govern the relationship between the Borrower and the RUS, and the parties intend that the Indenture and this Agreement independently govern such relationship. Each provision of this Agreement is intended to and shall be fully operative and enforceable as written whether or not the subject matter of any such provision is or is not addressed by the Indenture, or, if so addressed, is addressed in a different way from that set forth in this Agreement.

(Signatures begin on next page.)

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and the Borrower's execution to be attested under seal, as of the day and year first above written.

OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
By:	/s/  THOMAS A. SMITH President and Chief Executive Officer
Attest:	/s/  PATRICIA N. NASH Secretary
	[CORPORATE SEAL]

(Signatures continued on next page.)

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(Signatures continued from previous page.)

UNITED STATES OF AMERICA, acting by and through the Administrator of the Rural Utilities Service
By:	/s/  JAMES M. ANDREW Administrator

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SCHEDULE 1

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

CONTEMPORANEOUS LOANS AND OUTSTANDING NOTES

1.

"Contemporaneous Loans" shall mean the loans evidenced by the following:

(a)

Promissory Note, dated March 1, 1997, made by the Borrower to the order of CoBank, ACB, in the original face principal amount of $1,856,475.12; and

(b)

Promissory Note, dated March 1, 1997, made by the Borrower to the order of CoBank, ACB, in the original face principal amount of $7,102,740.26.

2.

"Outstanding Notes" shall mean the following notes:

(a)

Retained Indebtedness Note, dated as of March 1, 1997, from the Borrower to FFB, in the original face principal amount of $2,637,782,327.56, as amended by each of the six Agreements Amending Note, made as of May 22, 2007, among the Borrower, FFB and the Government, acting through the Administrator of the RUS;

(b)

Reimbursement Note, dated as of March 1, 1997, from the Borrower to the Government, acting through the Administrator of the RUS;

(c)

Mortgage Note, dated as of March 1, 1997, from the Borrower to the Government, acting through the Administrator of the RUS, in the original face principal amount of $3,820,352.89;

(d)

Mortgage Note, dated as of March 1, 1997, from the Borrower to the Government, acting through the Administrator of the RUS, in the original face principal amount of $14,786,985.70;

(e)

Note (M-8), dated as of March 31, 2003, from the Borrower, to FFB, in the original face principal amount of $275,000,000;

(f)

Reimbursement Note (M-8), dated as of March 31, 2003, from the Borrower to the Government, acting through the Administrator of the RUS;

(g)

Note (N-8), dated as of March 31, 2003, from the Borrower to FFB, in the original face principal amount of $313,665,000;

(h)

Reimbursement Note (N-8), dated as of March 31, 2003, from the Borrower to the Government, acting through the Administrator of the RUS;

(i)

Note (P-8), dated as of May 31, 2006, from the Borrower to FFB, in the original face principal amount of $92,000,000; and

(j)

Reimbursement Note (P-8), dated as of May 31, 2006, from the Borrower to the Government, acting through the Administrator of the RUS.

3.

"Partially Unadvanced Notes" shall mean the following notes:

(a)

Note (P-8), dated as of May 31, 2006, from the Borrower to FFB, in the original face principal amount of $92,000,000; and

(b)

Reimbursement Note (P-8), dated as of May 31, 2006, from the Borrower to the Government, acting through the Administrator of the RUS.

SCHEDULE 2

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

PLANT AGREEMENTS

        "Plant Agreements" shall mean, collectively, the following agreements relating to the ownership and operation of generating facilities:

1.

Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, the Borrower, Municipal Electric Authority of Georgia and City of Dalton, Georgia (the "Co-Owners"), dated as of May 15, 1980, as amended by that certain Amendment, among the Co-Owners, dated as of December 30, 1985; and as amended by that certain Amendment Number Two, among the Co-Owners, dated as of July 1, 1986; and as amended by that certain Amendment Number Three, among the Co-Owners, dated as of August 1, 1988; and as amended by that certain Amendment Number Four, among the Co-Owners, dated as of December 31, 1990;

2.

Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among the Co-Owners, dated as of May 15, 1980, as amended by that certain Amendment, among the Co-Owners, dated as of December 30, 1985; and as amended by that certain Amendment Number Two, among the Co-Owners, dated as of December 31, 1990;

3.

Plant Scherer Managing Board Agreement, among the Co-Owners, Gulf Power Company, Florida Power & Light Company and Jacksonville Electric Authority, dated as of December 31, 1990;

4.

Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement, among the Co-Owners, dated as of August 27, 1976, as amended by that certain Amendment Number One, among the Co-Owners dated as of January 18, 1977; and as amended by that certain Amendment Number Two, among the Co-Owners, dated as of February 24, 1977;

5.

Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, among the Co-Owners, dated as of April 21, 2006 (the "Vogtle Additional Units Ownership Agreement");

6.

Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement, among the Co-Owners, dated as of April 21, 2006;

7.

Plant Hal Wansley Purchase and Ownership Participation Agreement, between Georgia Power Company and the Borrower, dated as of March 26, 1976, as amended by that certain Amendment, dated as of January 15, 1995;

8.

Plant Hal Wansley Operating Agreement, between Georgia Power Company and Borrower, dated as of March 26, 1976;

9.

Plant Hal Wansley Combustion Turbine Agreement, between Georgia Power Company and the Borrower, dated as of August 2, 1982, and Amendment No. 1, dated as of October 20, 1982;

10.

Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement, between Georgia Power Company and the Borrower, dated as of January 6, 1975;

11.

Edwin I. Hatch Nuclear Plant Operating Agreement, between Georgia Power Company and the Borrower, dated as of January 6, 1975;

12.

The Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated as of November 18, 1988, between the Borrower and Georgia Power Company;

13.

The Rocky Mountain Pumped Storage Hydroelectric Project Option Agreement, dated as of November 18, 1988, between the Borrower and Georgia Power Company;

14.

Plant Wansley CC Projects Operating Agreement, dated as of June 1, 2002, among Georgia Power Company (GPC), Chattahoochee, Municipal Electric Authority of Georgia (MEAG) and Southern Power Company (SPC);

15.

Wansley CC Projects Agreement Regarding Allocation of Costs, Administration of the Allocation of Natural Resources and Other Matters, dated as of June 1, 2002 among Chattahoochee, GPC, the Borrower, MEAG, the City of Dalton and SPC;

16.

Plant Wansley CC Projects Ownership Participation Agreement, dated as of November 15, 2001, among GPC, Borrower and MEAG; and

17.

Agreement For Operation and Maintenance of the Hal B. Wansley Combined Cycle Plant, dated as of July 11, 2001, between the Borrower and Siemens Westinghouse Operating Services Company.

SCHEDULE 3

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

SUBSIDIARIES

1.

Black Diamond Energy, Inc.

2.

Rocky Mountain Leasing Corporation

SCHEDULE 4

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

ADDITIONAL AFFIRMATIVE AND NEGATIVE COVENANTS

Section 1  Definitions

        Capitalized terms that are not defined in this Schedule 4 shall have the meanings set forth in the Agreement. The terms defined herein include both the plural and the singular.

        "Affiliates" shall have the meaning given such term in the Purchase Agreement.

        "Alternative Floating Amount" shall have the meaning given such term in the Interest Rate Swap Agreements.

        "Base Capacity Price" shall have the meaning given such term in the Purchase Agreement.

        "Chattahoochee Project" shall mean an intermediate generation facility located in Heard and Carroll Counties, Georgia, with a nominal capacity of approximately 520 MW, consisting of two Siemens Westinghouse V84.3A Combustion Turbines and auxiliaries, heat recovery steam generators (HRSG), and steam turbines operating in combined cycle service in a "2 on 1" configuration.

        "Contract" shall mean any one of the NMBA and the Umbrella Agreement, including any schedules or exhibits thereto other than Appendix A to the NMBA, and including any executed Nuclear Operating Agreement or other contract described at Section 2.3.2 of the NMBA.

        "Equity Transfer Interest" shall have the meaning given such term in the Purchase Agreement.

        "Facility" shall have the meaning given such term in the Purchase Agreement.

        "General Partner" shall have the meaning given such term in the Purchase Agreement.

        "General Partner Holding Company" shall have the meaning given such term in the Purchase Agreement.

        "Intercreditor Agreement" shall have the meaning given such term in the Rocky Mountain Participation Agreements.

        "Interest Rate Swap Agreements" shall mean the Interest Rate Swap Agreements, each dated as of December 1, 1992, between the Borrower and AIG Financial Products Corp.

        "Monthly Energy Payment" shall have the meaning given such term in the Purchase Agreement.

        "NMBA" shall mean the Second Amended and Restated Nuclear Managing Board Agreement, among the Co-Owners, dated as of April 21, 2006.

        "Operating Agent" shall have the meaning given such term in the Purchase Agreement.

        "PCB Documents" shall mean the indentures, loan agreements, notes, letters of representation, insurance policies, tender agent agreements, remarketing agreements and liquidity and standby bond purchase agreements entered into in connection with the Pollution Control Bonds and the Interest Rate Swap Agreements.

        "Pollution Control Bonds" shall mean those pollution control revenue bonds issued for the benefit of the Borrower between January 1, 1992 and March 11, 1997, for which security was provided, on the date of their respective issuances, under the RUS Mortgage.

        "Projects" shall mean, collectively, the Chattahoochee Project and the Talbot Project.

        "Purchase Agreement" shall mean the Power Purchase Agreement, dated as of June 12, 1992, between the Borrower and Seller, as amended from time to time.

        "Rocky Mountain Lease Transaction" shall mean the lease and leaseback arrangements of the Borrower's undivided interest in the Rocky Mountain Pumped Storage Hydroelectric Project, as contemplated by the Rocky Mountain Participation Agreements.

        "Rocky Mountain Participation Agreements" shall mean those certain four (4) Participation Agreements, dated as of December 30, 1996 and those certain two (2) Participation Agreements, dated as of January 3, 1997, between the Borrower, Rocky Mountain Leasing Corporation and certain other parties identified therein, including Philip Morris Capital Corporation, NationsBanc Leasing and R. E. Corporation and First Chicago Leasing Corporation, as Owner Participants, as such agreements may hereafter be amended or supplemented from time to time.

        "Rocky Mountain Transaction Documents" shall be as defined in the Rocky Mountain Participation Agreements.

        "Scherer Participation Agreements" shall mean the Participation Agreements, dated as of December 30, 1985, between the Borrower and each of IBM Credit Finance Corporation, HEI Investment Corp., Ford Motor Credit Corporation and Chrysler Capital Corporation, as such agreements have been or may hereafter be amended or supplemented from time to time.

        "Scherer Transaction" shall mean the sale and leaseback arrangements of the Borrower's 60% undivided interest in Unit No. 2 of Plant Robert W. Scherer, as contemplated by the Scherer Participation Agreements.

        "Scherer Transaction Documents" shall be as defined in the Scherer Participation Agreements.

        "Seller" shall mean the Hartwell Energy Limited Partnership.

        "Senior Creditors" shall have the meaning given such term in the Intercreditor Agreement.

        "Senior Financing Agreements" shall have the meaning given such term in the Intercreditor Agreement.

        "Senior Secured Parties" shall have the meaning given such term in the Intercreditor Agreement.

        "Settlement Price" shall have the meaning given such term in the Purchase Agreement.

        "Talbot Project" shall mean a peaking generation facility located in Talbot County, Georgia, with a nominal aggregate capacity of approximately 648 MWs, consisting of six Siemens Westinghouse V84.2 combustion turbines and auxiliaries operating in simple cycle service;

        "Termination Event" shall have the meaning given such term in the Interest Rate Swap Agreements.

        "Transco Energy" shall have the meaning given such term in the Purchase Agreement.

        "Umbrella Agreement" shall mean the ITSA, Power Sale and Coordination Umbrella Agreement, dated as of November 12, 1990.

Section 2  Notices

        The Borrower shall promptly furnish to the RUS, or notify the RUS of, any of the following as soon as practical after receipt thereof or after it has obtained actual knowledge thereof:

(i)

Copies of:



(a)

All notices, certificates and opinions which the Borrower receives in connection with the transaction under the terms of the Scherer Transaction Documents;



(b)

Any executed "Nuclear Operating Agreement" (as defined by the NMBA);



(c)

Any and all "Strategic Plans" (as defined in the NMBA) approved under the NMBA;



(d)

Any amendment to Appendix A of the NMBA;

(e)

Any agreement entered into between the Seller and the Operating Agent; or



(f)

All notices or other communications given to or received by the Borrower with respect to any "Event of Default," "Loan Event of Default" or "Subordinated Deed to Secure Debt and Security Agreement Event of Default" under any "Operative Document" (all as defined in the Rocky Mountain Participation Agreements).

(ii)

Any attempt to remove the Borrower as agent under Article IV of the Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated as of November 18, 1988, between the Borrower and Georgia Power Company (the "Ownership Agreement"), or Article VIII of the Ownership Agreement; or the occurrence of any default under the Ownership Agreement or the Rocky Mountain Pumped Storage Hydroelectric Project Ownership Agreement, dated as of November 18, 1988, between the Borrower and Georgia Power Company, which is material and is continuing; or



(iii)

Any of the following and, if the RUS so requests in writing, the Borrower shall provide information concerning any of the following in form and substance satisfactory to the RUS:



(a)

That a default or event of default has occurred under any of the PCB Documents;



(b)

That a default or event of default under any of the PCB Documents has been cured;



(c)

That the Borrower has been called upon to protect, indemnify or otherwise hold harmless any person or entity pursuant to any of the PCB Documents;



(d)

That an event has occurred which causes the Alternative Floating Amount to become effective under any of the Interest Rate Swap Agreements;



(e)

That any trustee under any PCB Document has resigned, been removed or has become incapable of acting;



(f)

That a Termination Event has occurred under any of the Interest Rate Swap Agreements;



(g)

That any of the PCB Documents have been terminated or partially terminated;



(h)

That any of the Contracts have expired or have been terminated, extended or assigned either by any of the parties thereto or by a "Governmental Authority" (as defined in the applicable Contract) or that the parties to such Contract have executed an amendment to such Contract or any Governmental Authority has amended such Contract;



(i)

That a party to the NMBA, including the Borrower, has referred a dispute to arbitration pursuant to Section 9.14 of the NMBA, and thereafter, the results of such arbitration;



(j)

That a party to any Contract, including the Borrower, has commenced a legal proceeding either before a court or governmental agency with respect to such Contract (including, but not limited to, applications to FERC);



(k)

The President and Chief Executive Officer of the Borrower has concluded, or any other party to a Contract has given the Borrower written notice alleging, that a party to such Contract has failed to act in accordance with Prudent Utility Practices (as defined in the applicable Contract) or has engaged in willful misconduct; provided, however, that Borrower shall not be obligated to notify the RUS of any action which could not reasonably be expected to have a Material Adverse Effect;



(l)

That a person or entity has made a claim against any party to a Contract (including the Borrower); provided, however, that the Borrower need not provide notice of any claim the payment of which could not reasonably be expected to have a Material Adverse Effect;



(m)

That any member of the Borrower has sought service from Georgia Power Company pursuant to the "Antitrust Conditions" (as defined in the Umbrella Agreement);

(n)

That any representation or warranty of Georgia Power Company under Section 7.2 of the Umbrella Agreement or any matter in the legal opinion furnished to Borrower under Section 7.4 of the Umbrella Agreement is incorrect or in dispute;



(o)

That as the result of any audit conducted pursuant to a party's rights under any Contract, such party has made a claim or reserved the right to make a claim for an adjustment in an amount in excess of $10,000,000 for any charge made by Georgia Power Company under such contract; provided however, that the dollar amount stated in this condition is in January 1, 1991 dollars and shall be escalated annually for inflation using the Handy-Whitman Index of Public Utility Construction Costs (South Atlantic Region);



(p)

That a Governmental Authority (as defined in the NMBA) has assessed against the Operating Agent (as defined in the NMBA) a criminal penalty of any kind or a civil penalty of more than $110,000 or, when added to any other civil penalty assessed within the previous 12 months, is in the aggregate in excess of $440,000;



(q)

That a management audit is being conducted pursuant to Section 5.4 of the NMBA and, when applicable, that such audit has been concluded;



(r)

That the Borrower has received notice pursuant to Section 5.1.2 of the Nuclear Operating Agreement (as defined by the NMBA) that a proceeding has been initiated in which the "Operating Agent" (as defined in the NMBA) is a party;



(s)

That the Purchase Agreement has expired or has been terminated or amended, or that the Seller has assigned or otherwise transferred the Facility or its rights and obligations under the Purchase Agreement to any other entity;



(t)

That a notice of termination of the Purchase Agreement has been either delivered or received by the Borrower;



(u)

That, pursuant to Section 5.5 of the Purchase Agreement, the Seller has obtained an increase in the Base Capacity Price or the Monthly Energy Payment and the amount of such increase;



(v)

That a filing has been made with the FERC for approval, or that FERC on its own motion has proposed a change to any charge, rate or tariff under the Purchase Agreement, and, thereafter, the action taken by FERC;



(w)

That (i) the Borrower has provided written notice to the Seller that the Seller has defaulted under the Purchase Agreement and whether the Borrower is considering terminating the Purchase Agreement and exercising its option to purchase the Facility if the default is not cured, or (ii) the Seller has defaulted under the Purchase Agreement, even though the Borrower has not yet provided written notice to the Seller to that effect, except that the Borrower shall not be obligated to provide notice of defaults if the Borrower reasonably believes that the default will be satisfactorily cured within two (2) days following the default; provided, however, that the Borrower shall provide notice to the RUS after such two day period if the default has not been cured;



(x)

That the Borrower has received notice that it is in default under the Purchase Agreement;



(y)

That a default under the Purchase Agreement has not been cured within the period provided in the Purchase Agreement;



(z)

That Transco Energy or any of its Affiliates has transferred an Equity Transfer Interest;



(aa)

That Transco Energy or any of its Affiliates has sold more than fifty percent of the outstanding stock of a General Partner Holding Company;



(ab)

That as a result of an audit conducted by the Borrower pursuant to Section 14.3 of the Purchase Agreement, the Borrower has requested an adjustment to the payments made

by the Borrower in an amount in excess of $5.0 million, or has requested to reserve the right to request such an adjustment; provided, however, that the dollar amount stated in this subsection is in January 1, 1992 dollars and shall be escalated annually for inflation using the Handy-Whitman Index of Public Utility Construction Costs (South Atlantic Region); or

(ac)

That any insurance coverage required under the Purchase Agreement has lapsed, been canceled or, for any other reason, is not in effect.

Section 3  Amendments

        The Borrower shall not, without first complying with the requirements of Section 9.1 of the Agreement, amend, supplement, waive, terminate, extend or assign any of the agreements set forth below or agree to do so (except to the extent specifically governed by Sections 5 or 6 of this Schedule 4):

(a)

Section 168 Agreement and Election dated as of April 7, 1982, between Continental Telephone Corporation and the Borrower;



(b)

Section 168 Agreement and Election dated as of April 9, 1982, between National Service Industries, Inc. and the Borrower;



(c)

Section 168 Agreement and Election dated as of April 9, 1982, between Rollins, Inc. and the Borrower;



(d)

The PCB Documents;



(e)

The Scherer Transaction Documents;



(f)

The Contracts;



(g)

The Purchase Agreement; or



(h)

The Rocky Mountain Transaction Documents.

        Each of the foregoing actions shall be considered described in paragraph (a) of Section 9.1 of the Agreement and shall be subject to the review and objection period set forth in such paragraph.

Section 4  1985—Plant Scherer Leveraged Lease

4.1   Direction of the RUS. Whenever requested in writing to do so by the RUS, such requests to be made for good cause as determined solely in the absolute discretion of the RUS, the Borrower shall exercise such rights and powers as may be vested in the Borrower and make such elections and requests as may be available to the Borrower, under the terms of the Scherer Transaction Documents in such manner and at such times as the RUS may so specify.

4.2   Options to Purchase; Assignment; Etc. The Borrower shall not, without the prior written approval of the RUS, exercise any of its options to purchase or renew its lease of an "Undivided Interest" as defined in the Scherer Participation Agreements; or assign, sublease, transfer or encumber its leasehold interest in the Undivided Interest.

Section 5  GPC Agreements

5.1   Actions Requiring Consent of the RUS. The Borrower shall not, without the prior written consent of the RUS, execute any conforming amendment to the "Joint Committee Agreement" (as defined in the NMBA).

5.2   Notice of Approval or Rejection of Certain Contracts. The Borrower shall not, without the prior written approval of the RUS, vote as a member of the "Nuclear Managing Board" (as defined in the NMBA) to approve or reject any Contract as described in Section 2.3.2 of the NMBA that would have been subject to the prior approval of the Securities and Exchange Commission pursuant to the Public Utility Holding Company Act of 1935 and the regulations thereunder, in each case as in effect on

August 1, 2005, including, without limitation, 17 C.F.R. §§ 250.80-250.95, unless and until the Borrower shall have first given the RUS written notice of the proposed vote not less than 60 days prior to such vote. If, upon receipt of such notice, the RUS shall notify the Borrower within the 60-day period preceding the vote of an objection to the proposed vote, then the Borrower shall not vote until it has obtained RUS approval of such vote.

5.3   Audits. Upon the request of the RUS, the Borrower shall conduct, to the satisfaction of the RUS, either a management audit or a cost audit, as provided in Sections 5.4 and 5.5, respectively, of the NMBA. If the RUS requests in writing, the Borrower shall appoint the United States Department of Agriculture and the employees and representatives thereof as its duly authorized representative for the purpose of conducting any such management audit or cost audit, whether or not such audit is initiated at the direction of the RUS.

Section 6  Hartwell Power Purchase Agreement

6.1   Actions Requiring Consent of RUS. The Borrower shall not, without the prior written consent of RUS, take any of the following actions:

(a)

Pursuant to Section 3.3 of the Purchase Agreement, exercise its option to take title to the Facility by paying Seller the Settlement Price; or



(b)

Pursuant to Article XIII of the Purchase Agreement, exercise its option to purchase all or any part of the Facility.

6.2   Termination Provisions. The following provisions shall apply to a termination of the Purchase Agreement by the Borrower:

(a)

The Borrower shall not give notice of termination to the Seller unless the RUS has received written notice from the Borrower of its intent to terminate (a "Default Termination Notice") not less than 30 days prior to the date that the termination notice is delivered to the Seller. The Borrower may deliver the termination notice to the Seller so long as the RUS has not notified the Borrower within the later of 29 days of receipt of the Default Termination Notice or one business day prior to the Borrower's delivery of a notice of termination to Seller that the RUS objects to the Borrower terminating the Purchase Agreement. The Borrower shall provide to its Board of Directors any written comments which the RUS provides to the Borrower with respect to the termination; and



(b)

If the termination is pursuant to any other provision of the Purchase Agreement, including Section 3.4 thereof, the Borrower shall not, without the prior written consent of the RUS, exercise its right to terminate the Purchase Agreement.

6.3   Option to Purchase Equity of Transco or Affiliates. The Borrower shall not exercise its option, pursuant to Section 13.2.2 of the Purchase Agreement, to purchase equity held by Transco Energy or any Affiliate in any General Partner (i) unless the Borrower has promptly provided the RUS with a copy of the written notice received from Seller and (ii) until the RUS has received from the Borrower written notice of its intent to exercise such option not less than 30 days prior to the date the Borrower is to exercise its option or be deemed to have waived said option. The Borrower shall provide the RUS with such information available to the Borrower with respect to its option as the RUS may request. The Borrower shall also provide the RUS with a report analyzing the economic and business feasibility of the proposed acquisition no less than 60 days prior to the date the Borrower is to exercise its option. The Borrower shall promptly provide the RUS with any information which affects the information or report it has previously provided to the RUS pursuant to this Section 6.3. The Borrower shall provide to its Board of Directors any written comments which the RUS provides to the Borrower with respect to the exercise of its option under Section 13.2.2 of the Purchase Agreement. The Borrower may exercise its option under said Section 13.2.2 so long as the RUS has not notified the Borrower within 29 days of receipt by the RUS of notice from the Borrower that the RUS objects to the Borrower's exercising such option.

6.4   Option to Purchase Equity Transfer Interest. The Borrower shall not exercise its option, pursuant to Section 13.3 of the Purchase Agreement, to purchase any Equity Transfer Interest (i) unless the Borrower has promptly provided the RUS with a copy of the written notice received from Seller and (ii) until the RUS has received from the Borrower written notice of its intent to exercise such option not less than 60 days prior to the date the Borrower is to exercise its option or be deemed to have waived said option. The Borrower shall provide the RUS with such information available to the Borrower with respect to its option as the RUS may request. The Borrower shall provide the RUS with a report analyzing the economic and business feasibility of the proposed acquisition no less than 90 days prior to the date the Borrower is to exercise its option. The Borrower shall promptly provide the RUS with any information which affects any information or report it has previously provided to the RUS pursuant to this Section. The Borrower shall provide to its Board of Directors any written comments which the RUS provides to the Borrower with respect to the exercise of its option under Section 13.3 of the Purchase Agreement. The Borrower may exercise its option under said Section 13.3 so long as the RUS has not notified the Borrower within 59 days of receipt by the RUS of notice from the Borrower that the RUS objects to the Borrower's exercising such option.

6.5   Consent Provision. The Borrower shall not give its written consent to any agreement between the Seller and the Operating Agent until 14 days after the Borrower has provided the RUS with a copy of the proposed agreement substantially in the form it is to be executed.

6.6   Audit. Upon the written request of the RUS, the Borrower shall take any of the following actions:

(a)

Conduct, to the satisfaction of the RUS, an audit pursuant to Section 14.3 of the Purchase Agreement;



(b)

Appoint the United States Department of Agriculture and the employees and representatives thereof as its duly authorized agent for the purpose of conducting an audit pursuant to Section 14.3 of the Purchase Agreement; or



(c)

Promptly take such actions as may be required to terminate the Purchase Agreement pursuant to its terms if the RUS determines that the failure of the Borrower to do so would have a Material Adverse Effect.

Section 7  Rocky Mountain Lease Transaction

        The Borrower will not enter into or consent to any amendments or modifications of, or accept any waivers with respect to, any of the "Operative Documents" (as defined in the Rocky Mountain Participation Agreements) which would adversely affect the rights or remedies of the Senior Secured Parties and Senior Creditors with respect to the "Undivided Interest," the "Ground Interest" or the "Rocky Mountain Agreements" (as such terms are defined in the Rocky Mountain Participation Agreements) under the Intercreditor Agreement or under the Senior Financing Agreements without the consent of the Government (which consent may be given or withheld in the sole and absolute discretion of the Government).

Section 8  Talbot Project and Chattahoochee Project

8.1   Insurance on Projects

        The Borrower will maintain insurance against acts of terrorism on the Projects, naming the Trustee as an additional insured and loss payee; provided, however, at least thirty (30) days prior to the initial date of such policy of insurance or any renewal date thereof, the Borrower will provide RUS a quote for such insurance against acts of terrorism, and RUS may waive the requirement for such insurance if RUS determines the cost of such insurance is unreasonable.

8.2   Fuel Supply Plan

        Upon reasonable written request of RUS, the Borrower will provide to RUS its then current fuel supply plan for the Projects.

8.3   Maintenance of Warranties

        The Borrower shall undertake all maintenance and other activities with respect to the Projects as necessary to keep in full force and effect all manufacturer's warranties applicable to the Projects.

8.4   Engineer's Certification

        The Borrower agrees that upon reasonable written request of RUS, which request shall be made no more frequently than once every two years, the Borrower will supply promptly to RUS a certification (the "Engineer's Certification"), in form satisfactory to RUS, prepared by a professional engineer, who shall be satisfactory to RUS, as to the condition of the Projects. In the event such Engineer's Certification identifies any defects with respect to the Projects, the Borrower will undertake such remedial action to correct such defects as RUS may reasonably request.

8.5   Tax Abatement Arrangements

        In the event the Borrower enters into a lease pursuant to Section 5.1 H of the Indenture with respect to either of the Projects for purposes of ad valorem tax abatement, the Borrower agrees:

(a)

That it will duly observe and perform in all material respects its obligations under any such lease;



(b)

That it will not transfer or convey to any third party any bond or other evidence of indebtedness it may purchase in connection with any such lease; and



(c)

That it will terminate, upon written request of RUS, any such lease if the ad valorem tax abatement benefits achieved as a consequence of such lease are no longer being realized in any material part.

Section 9  Waiver

        Any of the requirements contained in this Schedule 4 may be waived by the RUS upon written notice provided to the Borrower; provided, however, that such waiver may be rescinded by the RUS, in the sole discretion of the RUS, upon written notice of such rescission provided to the Borrower. In the event written notice is provided to the Borrower that a waiver has been rescinded, then the requirements to which the notice relates shall be fully binding upon and enforceable against the Borrower 30 days after such notice is received by the Borrower, and such rescission shall not affect any action taken pursuant to any such waiver during the period of its effectiveness.

SCHEDULE 5

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

AD VALOREM TAX MATTERS IN MONROE COUNTY, GEORGIA

        2003 Appeal.    On October 28, 2003, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2003 tax year. While the state valued this interest at $330,538,885, Monroe County's assessment used a valuation of $898,722,327. On December 11, 2003, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

        2004 Appeal.    On July 8, 2004, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2004 tax year. While the state valued this interest for the 2004 tax year at $362,685,639, Monroe County's assessment used a valuation of $817,826,084. On August 20, 2004, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

        2005 Appeal.    On January 4, 2006, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2005 tax year. While the state valued this interest at $344,902,128, Monroe County's assessment used a valuation of $981,199,888. On February 10, 2006, Oglethorpe appealed Monroe County's valuation by fling a notice of arbitration with the Monroe County Board of Tax Assessors.

        2006 Appeal.    On January 3, 2007, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2006 tax year. While the state valued this interest at $343,262,927, Monroe County's assessment used a valuation of $728,850,596. On January 31, 2007, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

        The arbitration for all four appeals is on hold pending the outcome of a related case filed by Georgia Power Company (GPC), which challenges the authority of Monroe County to change values determined by the Georgia Department of Revenue. GPC obtained a ruling on March 30, 2007 from the Georgia Court of Appeals that Monroe County did not have the authority to change the values determined by the Georgia Department of Revenue. However, the Georgia Supreme Court granted the County's request to review that ruling and has placed the case on its October 2007 oral argument calendar. Depending on the final outcome of the GPC appeal, the arbitration for Oglethorpe's four appeals will be heard by a panel of arbitrators, with the right of appeal first to Monroe County Superior Court and then to the Georgia appellate courts. None of the appeals have been sent to the arbitrators.

        Oglethorpe accrues for ad valorem taxes on a monthly basis, which are generally paid in the fourth quarter of the year. The total ad valorem taxes assessed by Monroe County for tax years 2003 through 2006, is $31,923,000, relating to Plant Scherer. At December 31, 2006, Oglethorpe has accrued $22,654,000 for ad valorem taxes including $3,426,000 to be paid in 2007 related to tax year 2006. The remaining $19,228,000 represents the difference between ad valorem taxes assessed by Monroe County and the amount paid by Oglethorpe. Oglethorpe plans to vigorously oppose the increased Monroe County assessments.

ENVIRONMENTAL MATTERS

Sierra Club v. Georgia Power Company, Civil Action No. 3:02-CV-151 (December 30, 2002)

        In December 2002, the Sierra Club, Physicians for Social Responsibility, Georgia Forest Watch and one individual filed suit in Federal Court in Georgia against Georgia Power Company (GPC) alleging

violations of the Clean Air Act at Plant Wansley. The complaint alleges violations of opacity limits at both the coal-fired units, in which Oglethorpe is a co-owner, and other violations at several of the combined cycle units in which Oglethorpe has no ownership interest. This civil action requests injunctive and declaratory relief, civil penalties, a supplemental environmental project and attorneys' fees. In December 2004, the U.S. District Court for the Northern District of Georgia issued an Order holding GPC liable for certain violations of opacity limits at the coal-fired units. In March 2005, the U.S. Court of Appeals for the Eleventh Circuit allowed an immediate appeal of the Court's Order. In March 2006, the Eleventh Circuit reversed the Order, remanding it back to the District Court for trial on the issues. In November 2006, additional briefs were filed and oral argument was presented on the pending motions for summary judgment. In January 2007, the District Court ruled in favor of GPC on all counts still pending that involved the units co-owned by Oglethorpe. The parties entered into a consent decree on the other issue which was entered by the Court on May 25, 2007, and the case was dismissed with prejudice on June 18, 2007.

Sierra Club v. Johnson, Docket No. 06-10714-E (January 25, 2006)

        In January 2003, the Sierra Club appealed an unsuccessful challenge to an air operating permit for the Chattahoochee combined cycle facility to the U. S. Court of Appeals for the Eleventh Circuit. Oglethorpe acquired this facility when it merged with Chattahoochee EMC in May 2003. Oglethorpe intervened in the appeal on behalf of the U.S. Environmental Protection Agency (EPA). In May 2004, the Court ruled in favor of the Sierra Club, invalidating EPA's denial of the petition and remanding the matter to EPA for further consideration. In November 2005, EPA issued an order denying Sierra Club's petition to object to the Chattahoochee facility's air operating permit. In January 2006, the Sierra Club filed an appeal of that order to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe again intervened in the appeal on behalf of EPA, briefing and oral argument were completed and, on June 26, 2007, the Court ruled in favor of EPA, upholding its decision not to object to Oglethorpe's Title V Permit. Whether Sierra Club will appeal remains to be seen.

Sierra Club and Coosa River Basin Initiative v. Johnson, (April 6, 2007)

        In April, 2007, the Sierra Club and the Coosa River Basin Initiative appealed two unsuccessful permit challenges involving operating permit renewals for Plants Scherer (co-owned by Oglethorpe Power), Bowen, Hammond and Branch to the U. S. Court of Appeals for the Eleventh Circuit. The permits were all challenged on the bases of not including compliance schedules to bring the sources into compliance with opacity standards, not including an adequate statement of basis, and, in the cases of Scherer and Bowen, not including compliance schedules to bring the sources into compliance with Prevention of Significant Deterioration requirements. Oglethorpe filed a motion to intervene on behalf of EPA in the case and that motion was granted. Briefing on the case is scheduled to be completed in November 2007. Oral argument may be scheduled for the Spring of 2008, with a decision reached by the Court later next year.

PROPERTY LAWSUIT

Sewell Creek Noise Lawsuits (February 5, 2007)

        On February 5, 2007, twelve lawsuits were filed against Oglethorpe and Smarr EMC in the Superior Court of Polk County, Georgia (Cedartown) by plaintiffs owning property near the Sewell Creek Energy Facility, which is owned by Smarr EMC and operated by Oglethorpe. The plaintiffs allege that noise and vibration from the plant have interfered with the plaintiffs' right of quiet enjoyment of their property and diminished their property values. Plaintiffs seek unspecified damages based on various claims, including trespass, nuisance, inverse condemnation and negligence.

        Both Oglethorpe and Smarr have insurance that is expected to cover any liability resulting from these claims. However, pursuant to the indemnification provision contained in the management agreement between Oglethorpe and Smarr, Smarr EMC would be responsible for indemnifying Oglethorpe for any liability it may incur in this litigation.

EPA REQUEST FOR INFORMATION

        On January 10, 2006, Oglethorpe received a Request for Information pursuant to CERCLA Section 104 and RCRA Section 3007. The Request concerned a location known as the Carolina Transformer Site in Fayetteville, NC (the "Site"), and requested that Oglethorpe provide information about any business Oglethorpe had done between 1950 and 1984 with companies or individuals operating on the Site and any materials that Oglethorpe may have given, sold, transferred, delivered, or disposed of at or to the Site. Sutherland Asbill and Brennan filed Oglethorpe's response to the EPA on February 10, 2006, in which Oglethorpe indicated that it had no information concerning the Site and denied any liability as a potentially responsible party with respect to the Site. Oglethorpe has not received any other correspondence from the EPA with respect to this matter.

EXHIBIT A

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and the United States of America

EQUAL OPPORTUNITY CONTRACT PROVISIONS

        During the performance of this contract, the contractor agrees as follows:

        (a)   The contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

        (b)   The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex or national origin.

        (c)   The contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

        (d)   The contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor.

        (e)   The contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

        (f)    In the event of the contractor's noncompliance with the non-discrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in said Executive Order or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.

        (g)   The contractor shall include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246, dated September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The contractor shall take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

EXHIBIT B

to the Third Amended and Restated Loan Contract,
dated as of July 25, 2007, between Oglethorpe Power Corporation
(An Electric Membership Corporation)
and United States of America

DESCRIPTION OF RATING AGENCY SERVICES

        (a)   Credit evaluation and assignment of long term credit rating;

        (b)   Ongoing evaluation of Borrower's rating, including a credit report published annually;

        (c)   Annual presentation by senior Rating Agency analysts on Borrower's credit rating to the RUS, if requested by the RUS; and

        (d)   Furnish to the RUS copies of any written reports to Borrower.

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THIRD AMENDED AND RESTATED LOAN CONTRACT

EX-4.7.1(MM)

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EXHIBIT 4.7.1(mm)

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

THIRTY-EIGHTH SUPPLEMENTAL
INDENTURE

Relating to the
Amendments to the Retained Indebtedness Note
Dated as of May 1, 2007

FIRST MORTGAGE OBLIGATIONS

NOTE TO THE CLERK OF SUPERIOR COURT AND TAX COMMISSIONER: THIS INSTRUMENT IS A MODIFICATION OF AN OBLIGATION UNDER THE EXISTING INDENTURE. THIS INSTRUMENT DOES NOT INCREASE THE PRINCIPAL BALANCE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE. PURSUANT TO O.C.G.A. § 48-6-65(A), NO ADDITIONAL INTANGIBLE TAX IS DUE UPON THE RECORDING OF THIS INSTRUMENT. ALL INTANGIBLE RECORDING TAXES DUE IN CONNECTION WITH ALL OBLIGATIONS SECURED BY THE EXISTING INDENTURE HAVE PREVIOUSLY BEEN PAID.

THIS THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2007, 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 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 (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-seven Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"), and the Original Indenture and the thirty-seven Supplemental Indentures have been recorded as set forth on Schedule 1;

WHEREAS, that certain Retained Indebtedness Note, dated as of March 1, 1997 (the "Retained Indebtedness Note"), made by the Company to the Federal Financing Bank ("FFB") in the original face principal amount of $2,637,781,327.45 is an Outstanding Obligation under the Indenture;

WHEREAS, the Company, FFB and the United States of America, acting by and through the Administrator of the Rural Utilities Service ("RUS") desire to enter into those certain Agreements Amending Note, each dated as of May 22, 2007 (each, an "Agreement Amending Note" and collectively, the "Agreements Amending Note"; capitalized terms used herein and not otherwise defined herein or in the Original Indenture shall have the meanings given such terms in the applicable Agreement Amending Note), substantially in the forms attached hereto as Exhibits B through G;

WHEREAS, each Agreement Amending Note amends the Retained Indebtedness Note (the Retained Indebtedness Note as amended by such Agreements Amending Note, the "Amended Retained Indebtedness Note"), by providing the Company with the option to extend the final maturity date of the unpaid principal balance of those advances under the Retained Indebtedness Note that are specified on Schedule 1 of such Agreement Amending Note (each, a "Designated Advance") to a new final maturity date (the "New Final Maturity Date") specified therein;

WHEREAS, to extend the final maturity date of any Designated Advance, the Company must elect to extend such advance by submitting to RUS an Election Notice and the other terms and conditions specified in the applicable Agreement Amending Note to effect such extension must be satisfied;

WHEREAS, from and after the Final Maturity Extension Effective Date with respect to any Designated Advance, the final maturity date will be extended to the New Final Maturity Date and the provisions of Article II of the applicable Agreement Amending Note will govern such Designated Advance;

WHEREAS, Section 12.2 A of the Original Indenture provides that, with the consent of all the Holders of the Outstanding Obligation affected thereby (which consent is evidenced by an Act of Holders pursuant to Section 1.2 of the Original Indenture), the Company and the Trustee may enter into a Supplemental Indenture changing the Stated Maturity of the principal of such Outstanding Obligation;

WHEREAS, pursuant to Section 1.20 of the Original Indenture, RUS is the Holder of the Retained Indebtedness Note because such Retained Indebtedness Note is guaranteed by the United States of America pursuant to the Rural Electrification Act of 1936, as amended;

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WHEREAS, as the sole Holder of the Retained Indebtedness Note, RUS has executed and delivered the Act of the Holder included in this Thirty-Eighth Supplemental Indenture to the Company and the Trustee in accordance with Section 1.2 of the Original Indenture;

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to make the Agreements Amending Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and legal obligations of the Company, to secure under the Indenture the payment of the principal of (and premium, if any) and interest on the Amended Retained Indebtedness Note, and to constitute the Indenture a valid and binding lien for the security of the Amended Retained Indebtedness Note, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-Eighth Supplemental Indenture has been in all respects duly authorized by the Company.

NOW, THEREFORE, THIS THIRTY-EIGHTH SUPPLEMENTAL INDENTURE WITNESSES, that, to amend the Retained Indebtedness Note pursuant to the terms of the Agreements Amending Note, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including the Amended Retained Indebtedness Note, to confirm the lien of the Indenture upon the Trust Estate, including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein contained, 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 Original Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture and to the rights of the Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as "Excepted Property" or "Excludable Property" in the Original Indenture to the extent contemplated thereby.

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

        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.

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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 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, is intended to operate and is to be construed as a deed passing title to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations. Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered.

AND IT IS HEREBY COVENANTED AND DECLARED that the Agreements Amending Note are to be authenticated and delivered to amend the Retained Indebtedness Note 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 AGREEMENTS AMENDING NOTES

Section 1.1    Retained Indebtedness Note Amended by Agreements Amending Note

        The Retained Indebtedness Note will be amended by the Agreements Amending Note upon their execution and delivery by the Company, FFB and RUS and upon the authentication thereof by the Trustee.

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        Pursuant to the terms of each Agreement Amending Note, the Company may elect to extend the final maturity date of the unpaid principal balance of those Designated Advances identified in such Agreement Amending Note. To extend the final maturity date of any Designated Advance, the Company must submit an Election Notice to RUS and the other terms and conditions specified in the applicable Agreement Amending Note must be satisfied.

        From and after the Final Maturity Extension Effective Date with respect to any Designated Advance, the final maturity date will be extended to the New Final Maturity Date specified in the applicable Agreement Amending Note and the provisions of Article II of such Agreement Amending Note will govern such Designated Advance.

Section 1.2    Form of the Agreements Amending Note.

A.    Agreement No. 1 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2029 (the "Agreement No. 1 Amending Note") and the Trustee's certificate of authentication for the Agreement No. 1 Amending 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.

B.    Agreement No. 2 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2030 (the "Agreement No. 2 Amending Note"), and the Trustee's certificate of authentication for the Agreement No. 2 Amending Note shall be substantially in the form of Exhibit C attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

C.    Agreement No. 3 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2031 (the "Agreement No. 3 Amending Note") and the Trustee's certificate of authentication for the Agreement No. 3 Amending Note shall be substantially in the form of Exhibit D attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

D.    Agreement No. 4 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2033 (the "Agreement No. 4 Amending Note") and the Trustee's certificate of authentication for the Agreement No. 4 Amending Note shall be substantially in the form of Exhibit E attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

E.    Agreement No. 5 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2034 (the "Agreement No. 5 Amending Note") and the Trustee's certificate of authentication for the Agreement No. 5 Amending Note shall be substantially in the form of Exhibit F attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

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F.     Agreement No. 6 Amending Note

        The Agreement Amending Note relating to a New Final Maturity Date of December 31, 2037 (the "Agreement No. 6 Amending Note") and the Trustee's certificate of authentication for the Agreement No. 6 Amending Note shall be substantially in the form of Exhibit G attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

ARTICLE II

MISCELLANEOUS

        Section 2.1    This Thirty-Eighth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed. Except to the extent inconsistent with the express terms hereof, all of the provisions, terms, covenants and conditions of the Indenture shall be applicable to the Amended Retained Indebtedness 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.

        Section 2.2    All recitals in this Thirty-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 Thirty-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 Thirty-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 Thirty-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 Thirty-Eighth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-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 Thirty-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.

        Section 2.6    To the extent permitted by applicable law, this Thirty-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

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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:
	U.S. Bank National Association Attention: Corporate Trust Services 1349 West Peachtree Street, NW Suite 1050, Two Midtown Plaza Atlanta, Georgia 30309

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IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Eighth Supplemental Indenture to be duly executed under seal as of the day and year first written above.

Company:	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia
	By:	/s/  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/  ANNE F. APPLEBY Witness		[CORPORATE SEAL]
/s/  JOAN BRENNER Notary Public
(Notarial Seal)

My commission expires:
9/28/09

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[Signatures Continued from Previous Page]

Trustee:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
Signed, sealed and delivered by the Trustee in the Presence of:	By:	/s/  JACK ELLERIN Jack Ellerin Vice President
/s/  FELICIA POWELL Witness
/s/  SYRA I. ARZU Notary Public
(Notarial Seal)

My commission expires:
11/16/09

[Signatures Continued on Next Page]

Act of the Holder

        Pursuant to Sections 1.2, 1.20, and 12.2 A of the Original Indenture, RUS, as Holder of the Retained Indebtedness Note, does hereby consent to and approve the terms of this Thirty-Eighth Supplemental Indenture, and this Act is delivered to the Company and the Trustee.

RUS:	United States of America, acting through the Administrator of the Rural Utilities Service
	By:	/s/  CURTIS M. ANDERSON Curtis M. Anderson Acting Administrator
Signed and delivered In the presence of:
/s/  DESHAUNTA L. FRANKLIN Notary Public
(Notarial Seal)

My commission expires:
9/30/10

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.

Exhibit B

[Form of Agreement No. 1 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2029.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

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PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

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which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Designated Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

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all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

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due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

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PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.

Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

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6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

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of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

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PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

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7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

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IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

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SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0001	H0010	01/16/75	$	122,338,966.13	12/31/09
0012 0006	H0040	06/13/75		11,731,590.04	12/31/09
0012 0087	H0055	08/15/75		48,961,075.56	12/31/09
0012 0061	H0060	09/02/75		4,293,165.21	12/31/09
0012 0062	H0065	09/30/75		4,209,161.01	12/31/09
0012 0064	H0075	12/01/75		1,832,345.81	12/31/09
0012 0009	H0140	12/01/76		1,619,925.69	01/03/11
0012 0010	H0145	12/30/76		3,474,178.18	01/03/11
0012 0014	H0200	07/01/77		2,496,953.21	01/03/12
0012 0016	H0220	09/01/77		2,813,388.32	01/03/12
0012 0084	H0310	05/01/78		1,021,370.10	12/31/12
0012 0018	H0645	07/13/82		14,538,048.54	01/03/17

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                          [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
ADVANCE FFB(1)
NUMBER
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                      (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

Exhibit C

[Form of Agreement No. 2 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2030.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

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PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

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which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Designated Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

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all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

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due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

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PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.     Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

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6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

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of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

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PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

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7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

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IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

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SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0019	H0150	12/30/76	$	4,952,959.35	01/03/11
0012 0094	H0300	03/31/78		39,795.46	12/31/12
0012 0095	H0315	05/01/78		21,929.30	12/31/12
0012 0096	H0330	06/01/78		61,929.90	12/31/12
0012 0097	H0730	09/06/83		2,980,217.15	01/02/18

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                         [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
NUMBER FFB(1)
ADVANCE
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                    (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

Exhibit D

[Form of Agreement No. 3 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2031.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

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PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

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which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

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all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

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due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

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PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.     Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

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6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

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of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

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PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

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7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

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IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

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SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0020	H0155	01/27/77	$	25,549,825.63	01/03/12
0012 0001	H0205	07/01/77		1,931,045.80	01/03/12
0012 0023	H0225	09/01/77		1,500,172.62	01/03/12
0012 0024	H0235	09/30/77		2,483,366.37	01/03/12
0012 0025	H0365	06/29/79		12,019,570.51	12/31/13
0012 0026	H0385	06/30/80		16,000,051.76	12/31/14
0012 0027	H0535	09/15/81		18,356,369.80	12/31/15
0012 0028	H0615	05/20/82		11,261,678.41	01/03/17
0012 0029	H0625	06/17/82		13,605,064.45	01/03/17
0012 0121	H0680	01/24/83		32,914,948.40	01/02/18
0012 0122	H0690	03/17/83		25,889.677.83	01/02/18

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                         [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
NUMBER FFB(1)
ADVANCE
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                    (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

Exhibit E

[Form of Agreement No. 4 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2033.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

1

PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

2

which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

3

all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

4

due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

5

PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.     Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

6

6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

7

of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

8

PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

9

7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

10

IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

11

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

12

SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0031	H0405	09/03/80	$	4,956,154.37	12/31/14
0012 0044	H0810	10/25/84		13,488,072.06	12/31/18
0012 0047	H0825	01/24/85		19,272,205.57	12/31/19

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                         [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
NUMBER FFB(1)
ADVANCE
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                    (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

Exhibit F

[Form of Agreement No. 5 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2034.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

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PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

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which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

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all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

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due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

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PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.

Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

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6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

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of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

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PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

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7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

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IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

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SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0030	H0390	06/03/80	$	10,716,447.56	12/31/14
0012 0032	H0540	09/15/81		19,325,837.89	12/31/15
0012 0033	H0620	05/20/82		559,805.99	01/03/17
0012 0034	H0630	06/17/82		6,919,497.94	01/03/17
0012 0137	H0665	09/01/82		10,827,984.85	01/03/17
0012 0038	H0845	04/18/85		215,275.09	12/31/19

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                         [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
NUMBER FFB(1)
ADVANCE
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                    (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

Exhibit G

[Form of Agreement No. 6 Amending Note]

FOR FFB USE ONLY:

Note Identifier:

Purchase Date:

FOR RUS USE ONLY:

RUS
Note
Number:                                                            

Date of Original Note		..(1)
Maximum Principal Amount of Original Note		..
New Final Maturity Date	December 31, 2037.
Security Instrument

(1)

In the case of a refinancing note, the date of the refinancing note.

AGREEMENT AMENDING NOTE made as of
                             , by and among

(the "Borrower"), a                                    duly organized and existing under the laws of the State of                                    ; the FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the United States of America; and the ADMINISTRATOR of the RURAL UTILITIES SERVICE ("RUS"), a Rural Development agency in the United States Department of Agriculture, successor to the Administrator of the Rural Electrification Administration ("REA").

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PART I

DESCRIPTION OF ORIGINAL NOTE;
PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION

1.     Agreement Amending Note.

        (a)   This Agreement Amending Note amends and modifies the particular promissory note made by the Borrower payable to FFB bearing the date specified at the top of page 1 of this Agreement Amending Note and in the maximum principal amount specified at the top of page 1 of this Agreement Amending Note (such promissory note being the "Original Note," and the Original Note (which may be a refinancing note), as it may have heretofore been amended, modified, supplemented (including, without limitation, by a substitute note), or restated, being the "Existing Note"), which Existing Note has heretofore been fully guaranteed by either the Administrator of RUS or his predecessor, the Administrator of REA, as the case may be.

        (b)   The respective terms of the Existing Note shall remain in full force and effect as to each "Advance" (as that term is defined in the Existing Note) that is, as of the date of this Agreement Amending Note, outstanding under and evidenced by the Existing Note until the the effective date of any extension of the final maturity of such Advance, as provided in paragraph 2 of this Part I.

2.     Final Maturity Extension Election.

        (a)   For so long as section 316 of the Rural Electrification Act of 1936 (7 U.S.C. § 940f), as such provision was added by section 774 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2006 (Pub. L. No. 109-97) (such provision being the "Final Maturity Extension Authority"), shall be in effect, and subject to the terms and conditions of this Part I, the Borrower may elect to extend the final maturity of the unpaid principal balance of each of the Advances specified on Schedule I of this Agreement Amending Note (such Advances being, collectively, the "Designated Advances," and each such Advance being, individually, a "Designated Advance"), and have the terms of Part II of this Agreement Amending Note govern each of the Designated Advances (any such an election being a "Final Maturity Extension Election"). As provided in the Final Maturity Extension Authority, the Borrower may make only one Final Maturity Extension Election for the Designated Advances.

        (b)   By executing this Agreement Amending Note, RUS acknowledges that the Borrower has tendered to RUS the amount of the fee that is required by the terms of the Final Maturity Extension Authority in connection with extending the final maturity of the outstanding principal balances of the Designated Advances.

3.     Conditions to Final Maturity Extension Election.

        The terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances if and when all of the following conditions shall have been satisfied:

        (a)   The Borrower shall have delivered to RUS a notice, in the form of notice attached hereto as Exhibit A, that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances (such notice being an "Election Notice"), which notice shall:

        (1)   identify the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election;

        (2)   specify the date on which the Borrower requests that the final maturity extension of the unpaid principal balances of the Designated Advances become effective, being also the date on

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which the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances (such date being the "Requested Effective Date"), which date:

        (A)  may be either (i) any day on which FFB and the Federal Reserve Bank of New York are both open for business (any such day being a "Business Day") occurring during the first 2 months of any calendar quarter, or (ii) the last day of any calendar quarter (the last day of each calendar quarter being a "Payment Date");

        (B)  shall not be earlier than 5 Business Days after FFB has delivered notice to RUS that this Agreement Amending Note has been accepted by FFB;

        (C)  shall not be earlier than the date of such Election Notice;

        (D)  shall not be earlier than 5 Business Days after the Borrower has delivered the Election Notice to RUS; and

        (E)  shall not be later than the first anniversary of the date of this Agreement Amending Note first above written.

        (b)   RUS shall have:

        (1)   determined that all limitations, conditions, and requirements of the Final Maturity Extension Authority have been satisfied; and

        (2)   completed processing the Borrower's Final Maturity Extension Election.

        (c)   FFB shall have received from RUS not less than 5 Business Days before the respective Requested Effective Date a notice, in the form of notice prescribed by FFB, that RUS has completed processing of the Borrower's Final Maturity Extension Election (any such notice being an "Election Processing Completion Notice").

        (d)   If (1) FFB has received from RUS an Election Processing Completion Notice with respect to the Designated Advances; and (2) FFB determines that the aggregate discounted present value to FFB of the Designated Advances will be less after the final maturity extension than the aggregate discounted present value to FFB of the Designated Advances before the final maturity extension, as of the Requested Effective Date, then RUS shall have tendered to FFB, on the respective Requested Effective Date, an amount equal to the reduction in the aggregate discounted present value of the Advances by an internal transfer of funds on the books of the United States Department of the Treasury. The aggregate discounted present value of the Designated Advances shall be calculated by FFB as of the close of business on the second Business Day before the Requested Effective Date using standard calculation methods of the United States Department of the Treasury, and the determination by FFB of the amount payable by RUS to FFB shall be final.

4.     Borrower's Agreement Regarding Election Processing Completion Notices.

        The Borrower hereby agrees that FFB, for its purposes, may consider any Election Processing Completion Notice delivered by RUS to FFB in accordance with Part I of this Agreement Amending Note to be an accurate representation that the Borrower has made a Final Maturity Extension Election with respect to the Designated Advances identified therein and evidence that RUS has completed processing that Final Maturity Extension Election.

5.     Final Maturity Extension Effective Date; Advances Governed by Part II.

        (a)   If an Election Processing Completion Notice is received by FFB at least 5 Business Days before the Requested Effective Date specified by the Borrower in the respective Election Notice, and

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all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on such Requested Effective Date (in such event, the Requested Effective Date being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

        (b)   If an Election Processing Completion Notice is not received by FFB at least 5 Business Days before the respective Requested Effective Date, but all of the other conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the final maturity extension shall become effective on the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice (in such event, the fifth Business Day after the day on which FFB receives such Election Processing Completion Notice being the "Final Maturity Extension Effective Date");

        (2)   the terms of Part II of this Agreement Amending Note shall begin to govern each of the Designated Advances from and after such Final Maturity Extension Effective Date; and

        (3)   a new level debt service payment schedule, established in accordance with the principles of paragraph 6 of Part II of this Agreement Amending Note, shall apply to the Designated Advances from and after such Final Maturity Extension Effective Date.

6.     Rescissions of Final Maturity Extension Elections.

        The Borrower may rescind a Final Maturity Extension Election made with respect to the Designated Advances only in accordance with the provisions of this paragraph 6. For a rescission of a Final Maturity Extension Election to be effective, both FFB and RUS must have received from the Borrower, not later than 3:30 p.m. (Washington, DC, time) 2 Business Days before the respective Requested Effective Date, a written notice specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election (which must be all of the Designated Advances specified in the related Election Notice). The written rescission notice may be delivered by facsimile transmission to FFB at (202) 622-0707, and to RUS at (202) 720-1401, or at such other facsimile number or numbers as FFB and RUS may from time to time communicate to the Borrower. In specifying the Designated Advances with respect to which the Borrower wishes to rescind a Final Maturity Extension Election, the Borrower must recite in the written rescission notice both the FFB advance identifier for each of the Designated Advances (as specified for such Designated Advance in Schedule I attached hereto) and the RUS account number for each of the Designated Advances.

7.     Amount Due on First Payment Date After Effective Date.

        For the Designated Advances with respect to which the Borrower makes a Final Maturity Extension Election:

        (a)   if the Borrower has specified in the related Election Notice a Business Day occurring during the first 2 months of any calendar quarter to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for the Designated Advances shall be an amount that is equal to a full quarterly payment that is

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due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

        (b)   if the Borrower has specified in the related Election Notice the first immediately following Payment Date to be the Requested Effective Date, and if all the conditions that apply to making such Final Maturity Extension Election have been satisfied, then:

        (1)   the amount that is due and payable on that Payment Date shall be an amount that is equal to a full quarterly payment that is due in accordance with the payment schedule that applied to such Designated Advance immediately before such Final Maturity Extension Effective Date; and

        (2)   the amount that is due and payable on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Designated Advance shall be an amount that is equal to a full quarterly payment that is due in accordance with the new payment schedule referred to in paragraph 5(b)(3) of Part I of this Agreement Amending Note.

8.

Application of Final Maturity Extension Authority Fee Paid by Borrower in event that Final Maturity Extension Does Not Become Effective.

        In the event that the conditions that apply to making a Final Maturity Extension Election for the Designated Advances are not satisfied for any reason, and the final maturity of the outstanding principal balances of the Designated Advances is not extended, then the fee paid by the Borrower to RUS pursuant to the Final Maturity Extension Authority for extending the final maturity of the Designated Advances shall be applied by RUS on the first Payment Date to occur thereafter toward the next payment due on the Designated Advances. No interest shall be earned or paid on the amount of the fee paid by the Borrower for the time that RUS holds the fee.

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PART II

TERMS APPLICABLE TO EXTENDED ADVANCES

1.     Promise to Pay.

FOR VALUE RECEIVED, the Borrower (which term includes any successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the time, in the manner, and with interest at the rates hereinafter provided, the principal amount of the Designated Advances with respect to which the Borrower has made a Final Maturity Extension Election, as provided in paragraph 2 of Part I of this Agreement Amending Note (each Designated Advance with respect to which the Borrower has made a Final Maturity Extension Election being, from and after the Final Maturity Extension Effective Date for such Final Maturity Date Election, an "Extended Advance," and more than one such Outstanding Advance being "Extended Advances").

2.     Principal Amount of Extended Advances.

        The principal amount of each Extended Advance governed by this Part II shall be the unpaid principal balance of the respective Designated Advance, as determined by FFB as of the respective Final Maturity Extension Effective Date.

3.     New Final Maturity Date for Extended Advances.

        Each Extended Advance governed by this Part II shall mature on the date specified on page 1 of this Agreement Amending Note as the "New Final Maturity Date" (such date being the "New Final Maturity Date" for such Extended Advance).

4.     Interest Rate and Applicable Fee for Extended Advances; Computation of Interest.

        (a)   The interest rate applicable to each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance governed by this Part II shall be the same interest rate that was applicable and, if the Original Note is a refinancing note, the same fee that was applicable to the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

        (b)   Subject to paragraph 8 of this Part II, interest on each Extended Advance and, if the Original Note is a refinancing note, the fee applicable to each Extended Advance shall accrue and be computed in the same manner as interest and, if the Original Note is a refinancing note, the fee accrued and were computed on the respective Designated Advance before the Final Maturity Extension Effective Date as provided in the Existing Note.

5.     Payment of Interest and, if Applicable, Refinancing Note Fee.

        Interest accrued on the outstanding principal amount of each Extended Advance governed by this Part II and, if the Original Note is a refinancing note, the applicable fee accrued on the outstanding principal amount of each Extended Advance governed by this Part II shall be due and payable on each Payment Date, commencing on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance up through and including the New Final Maturity Date for such Extended Advance.

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6.     Payment of Principal.

        The principal amount of each Extended Advance governed by this Part II shall be payable in accordance with the following provisions:

        (a)   Principal payments on each Extended Advance shall begin on the first Payment Date to occur after the Final Maturity Extension Effective Date for such Extended Advance and shall be made on each subsequent Payment Date until such Extended Advance is paid in full on or before the New Final Maturity Date.

        (b)   The amount of each quarterly payment of principal, interest, and, if the Original Note is a refinancing note, the applicable fee shall be newly computed as of the Final Maturity Extension Effective Date, so that the amount of each such quarterly payment consisting of a principal installment and accrued interest and, if the Original Note is a refinancing note, accrued applicable fee due and payable on the first Payment Date occurring immediately after the Final Maturity Extension Effective Date is substantially equal the amount of every other quarterly payment ("level debt service"). With respect to each Extended Advance, the newly computed level quarterly payments of principal, accrued interest, and, if the Original Note is a refinancing note, the applicable fee shall be paid on each Payment Date occurring after the Final Maturity Extension Effective Date, beginning with the first Payment Date occurring immediately after the Final Maturity Extension Effective Date for such Extended Advance and ending on the New Final Maturity Date.

        (c)   The aggregate of all quarterly payments on such Extended Advance shall be such as will pay the entire principal amount of such Extended Advance, and all interest and, if the Original Note is a refinancing note, the applicable fee accrued thereon, on or before the New Final Maturity Date.

7.     Business Days.

        (a)   Whenever any Payment Date or the New Final Maturity Date shall fall on a day that is not a Business Day, the payment that would otherwise be due on such Payment Date or the New Final Maturity Date, as the case may be, shall be due on the first Business Day thereafter.

        (b)   In the event that any Payment Date for any Extended Advance falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on such Payment Date shall be included in computing interest in connection with such payment and excluded in connection with the next payment.

        (c)   In the event that the New Final Maturity Date falls on a day other than a Business Day, then the extension of time for making the payment that would otherwise be due on the New Final Maturity Date shall be included in computing interest in connection with such payment.

8.     Late Charges.

        (a)   In the event that any payment of any amount owing on account of any Extended Advance governed by this Part II is not made when and as due (any such amount being then an "Overdue Amount"), then the amount payable shall be such Overdue Amount plus interest thereon (such interest being the "Late Charge") computed in accordance with this subparagraph (a).

        (1)   The Late Charge shall accrue from the scheduled date of payment for the Overdue Amount (taking into account paragraph 7 of this Part II) to the actual date on which payment is made.

        (2)   The Late Charge shall be computed on the basis of (A) actual days elapsed from (but not including) the scheduled date of payment for such Overdue Amount (taking into account paragraph 7 of this Part II) to (and including) the date on which payment is made, and (B) a year

7

of 365 days (except in calendar years including February 29, when the basis shall be a 366-day year).

        (3)   The Late Charge shall accrue at a rate (the "Late Charge Rate") equal to one and one-half times the rate to be determined by the Secretary of the Treasury taking into consideration the prevailing market yield on the remaining maturity of the most recently auctioned 13-week United States Treasury bills.

        (4)   The initial Late Charge Rate shall be in effect until the earlier to occur of either (a) the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made, or (B) the first Payment Date to occur after the scheduled date of payment for such Overdue Amount. In the event that the Overdue Amount and the amount of accrued Late Charge are not paid on or before the next such Payment Date, then the amount payable shall be the sum of the Overdue Amount and the amount of the accrued Late Charge, plus a Late Charge on such sum accruing at a new Late Charge Rate to be then determined in accordance with the principles of clause (3) of this subparagraph (a). For so long as any Overdue Amount remains unpaid, the Late Charge Rate shall be re-determined in accordance with the principles of clause (3) of this subparagraph (a) on each Payment Date to occur thereafter, and shall be applied to the Overdue Amount and all amounts of the accrued Late Charge to the date on which payment of the Overdue Amount and the amount of the accrued Late Charge is made.

        (b)   Nothing in subparagraph (a) of this paragraph 8 shall be construed as permitting or implying that the Borrower may, without the written consent of FFB, modify, extend, alter or affect in any manner whatsoever (except as explicitly provided herein) the right of FFB to receive any and all payments on account of all Extended Advances governed by this Part II on the dates specified in this Part II.

9.     Final Due Date.

        Notwithstanding anything in this Agreement Amending Note to the contrary, all amounts outstanding under this Agreement Amending Note on account of each Extended Advance governed by this Part II, which amounts remain unpaid as of the new Final Maturity Date, shall be due and payable on the new Final Maturity Date.

10.   Application of Payments.

        Each payment made on any Extended Advance governed by this Part II shall be applied first to the payment of any Late Charge payable under paragraph 8 of this Part II, then to the payment of any premium payable under paragraph 11 of this Part II, then to the payment of accrued interest and the applicable fee payable under paragraph 4 of this Part II, then on account of outstanding principal, and then to the payment of the fee payable under paragraph 2 of Part III of this Agreement Amending Note.

11.   Prepayment Privileges and Refinancing Privileges.

        The prepayment privileges applicable to each Extended Advance governed by this Part II shall be the same prepayment privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note. If the Existing Note included refinancing privileges applicable to the Designated Advances, the refinancing privileges applicable to each Extended Advance governed by this Part II shall be the same refinancing privileges applicable to the respective Designated Advance before the Final Maturity Extension Effective Date that were provided in the Existing Note.

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PART III

GENERAL

1.     Payment by Electronic Funds Transfer.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, each payment on each Extended Advance shall be paid in immediately available funds by electronic funds transfer to the account of the United States Treasury (for credit to the subaccount of RUS) maintained at the Federal Reserve Bank of New York, or such other account as may be specified from time to time by FFB or by RUS, as loan servicing agent for FFB.

2.     Loan Servicing Expense Fee.

        For so long as FFB is the holder of the Existing Note, as amended by this Agreement Amending Note, and RUS is the loan servicing agent for FFB, the Borrower agrees to pay FFB an annual loan servicing expense fee, assessed by FFB pursuant to section 6(c) of the FFB Act, in the amount of one one-thousandth of one percent (0.00001) of the aggregate unpaid principal balance of all Extended Advances on December 31 of each year. The loan servicing expense fee for each year shall be due and payable by the Borrower on the March-31 Payment Date of the immediately following year, after taking into account any payment made on the December-31 Payment Date of the respective year.

3.     No Novation.

        This Agreement Amending Note shall not be deemed, construed, or interpreted for any purpose to be a novation of the Existing Note.

4.     Security Instrument; RUS as "Holder" of Agreement Amending Note for Purposes of the Security Instrument.

        This Agreement Amending Note shall be included as one of several notes entitled to the benefits and security of the particular security instrument or instruments specified on page 1 of this Agreement Amending Note (such security instrument or instruments, as it or they may have heretofore been, and as it or they may hereafter be, amended, supplemented, restated, or consolidated from time to time in accordance with its or their terms, being, collectively, the "Security Instrument"), whereby the Borrower pledged and granted a security interest in certain property of the Borrower, described therein, to secure the payment of and performance of certain obligations owed to REA, predecessor to RUS, or to RUS, as the case may be, as set forth in the Security Instrument. For purposes of the Security Instrument, RUS shall be considered to be, and shall have the rights, powers, privileges, and remedies of, the holder of this Agreement Amending Note.

5.     Existing Note Remains In Effect.

        Excepted as modified herein, the Existing Note shall remain in full force and effect until all amounts due and payable thereunder have been paid in full.

6.     RUS Guarantee Remains In Effect.

        Notwithstanding the modification to the Existing Note made by this Agreement Amending Note, the Administrator of RUS hereby confirms that the guarantee set forth at the end of the Existing Note, as modified herein, shall remain in full force and effect.

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7.     Further Amendments to Existing Note and this Agreement Amending Note.

        To the extent not inconsistent with applicable law, the Existing Note and this Agreement Amending Note, for so long as FFB is the holder thereof, shall be subject to further modification by such additional amendments, extensions, and renewals as may be agreed upon from time to time by FFB and the Borrower, with the approval of RUS.

8.     Effective Date of this Agreement Amending Note.

        This Agreement Amending Note shall not become effective until it has been executed by all of the Borrower, FFB, and the Administrator of RUS. When this Agreement Amending Note has been so executed, it shall become effective as of the date first above written.

9.     Severability.

        Any provision of this Agreement Amending Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

10.   Headings.

        The descriptive headings of the various paragraphs and subparagraphs of this Agreement Amending Note were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

11.   Counterparts.

        This Agreement Amending Note may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

12.   Incorporation of Exhibits and Schedules.

        Schedule I attached hereto (a listing of the "Designated Advances") and Exhibit A attached hereto (the form of "Election Notice") collectively form an integral part of this Agreement Amending Note, and are incorporated herein by reference.

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IN WITNESS WHEREOF, the Borrower has caused this Agreement Amending Note to be signed in its corporate name and its corporate seal to be hereunder affixed and attested by its officers thereunto duly authorized, and FFB and the Administrator of RUS have each caused this Agreement Amending Note to be executed by their respective duly authorized officials.

SEAL:
		OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
ATTEST:
By:		By:
Name:	Patricia N. Nash	Name:	Thomas A. Smith
Title:	Secretary	Title:	President and Chief Executive Officer
		FEDERAL FINANCING BANK
		By:
		Name:	Roger Kodat
		Title:	Vice President and Treasurer
		UNITED STATES OF AMERICA, acting through the Administrator of the Rural Utilities Service
		By:
		Name:
		Title:

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        The Retained Indebtedness Note referred to herein, as amended by this Agreement Amending Note, is one of the Obligations referred to in the Indenture, dated as of March 1, 1997, by Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) to U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee.

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	Vice President

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SCHEDULE I

DESIGNATED ADVANCES

SCHEDULE I

THE "DESIGNATED ADVANCES"

FFB Advance Identifier	RUS Account Number	Original Advance Date(1)	Principal Amount(2)		Current Final Maturity Date
0012 0196	H0740	09/29/83	$	32,126,313.37	12/31/17
0012 0043	H0795	07/19/84		15,680,296.43	12/31/18
0012 0045	H0815	11/21/84		9,893,410.14	12/31/18
0012 0046	H0820	12/27/84		17,089,043.89	12/31/18
0012 0200	H0860	07/18/85		18,469,708.77	12/31/19
0012 0201	H0865	08/22/85		16,480,894.27	12/31/19
0012 0202	H0875	10/17/85		18,528,979.44	12/31/19
0012 0203	H0880	11/21/85		15,848,009.08	12/31/19
0012 0053	H0900	03/20/86		55,643,396.17	12/31/20
0012 0054	H0905	04/10/86		23,974,491.28	12/31/20
0012 0055	H0915	05/07/86		13,623,306.32	12/31/20
0012 0056	H0920	05/15/86		22,877,626.12	12/31/20
0012 0057	H0930	07/17/86		6,827,504.85	12/31/20
0012 0058	H0935	08/21/86		29,844,327.64	12/31/20
0012 0059	H1095	07/21/89		845,370.02	01/02/24

(1)

In the case of the "Original Note" being a refinancing note, the "Original Advance Date" for a Designated Advance should nevertheless be the date on which the respective Designated Advance was originally made, which will be a date earlier than the date of the refinancing note.

(2)

In the case of the "Original Note" being a refinancing note, the "Principal Amount" for a Designated Advance should be the principal balance of the respective Designated Advance as specified in the refinancing note. In all other cases, the "Principal Amount" should be the amount originally disbursed.

EXHIBIT A

FORM OF

ELECTION NOTICE

ELECTION NOTICE

NOTICE TO:

Administrator
Rural Utilities Service
United States Department of Agriculture
Room                         , South Agriculture Building
14th Street and Independence Avenue, SW
Washington, DC 20220

        Reference is made to the Agreement Amending Note dated as of                                      (the "Agreement Amending Note"), made by and among                         [Name of Borrower] (the "Borrower"), the Federal Financing Bank ("FFB"), and the Administrator of the Rural Utilities Service ("RUS").

        1.     Identification of advances respecting which the Borrower elect to extend the final maturity:

Under the terms of Part I of the Agreement Amending Note, the Borrower hereby notifies RUS that the Borrower wishes to make a "Final Maturity Extension Election" with respect to the following "Designated Advances":

RUS(1)
NOTE
NUMBER RUS(1)
ACCOUNT
NUMBER FFB(1)
ADVANCE
IDENTIFIER

        2.     Specification of date on which Borrower requests that the maturity extension become effective:

        The Borrower requests that the extension of the final maturity of the unpaid principal balance of each advance identified above become effective on                                    (the "Requested Effective Date").(2)

        3.     Certification as to authority of signatory:

        The undersigned does certify, as of the date of this Election Notice, that the authority of the undersigned to make, on behalf of the Borrower, the election contained in this Election Notice is valid and in full force and effect.

	[Name of Borrower]
BY:
	Signature:
	Print Name:
	Title:
	Date:

NOTES

(1)

For each Designated Advance with respect to which the Borrower elects to extend the final maturity, the Borrower must identify the Designated Advance by referencing (a) the "RUS note number" assigned by RUS to the note under which the advance was made, (b) the "RUS account number" assigned by RUS to the Designated Advance, and (c) the "FFB advance identifier" assigned by FFB to the Designated Advance. The FFB advance identifier for each Designated Advance is indicated on Schedules I attached to the Agreement Amending Note.

(2)

The "Requested Effective Date" (a) may be any Business Day (i.e. any day on which both FFB and the Federal Reserve Bank of New York are open for business) occurring during the first 2 months of any calendar quarter, or (b) may be the last day of any calendar quarter, and (c) may not be earlier than the fifth Business Day after FFB has notified RUS that the Agreement Amending Note has been accepted by FFB.

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
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

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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
FIRST MORTGAGE OBLIGATIONS
ARTICLE I THE AGREEMENTS AMENDING NOTES
ARTICLE II MISCELLANEOUS
Act of the Holder
Exhibit A
Exhibit B [Form of Agreement No. 1 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Exhibit C [Form of Agreement No. 2 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Exhibit D [Form of Agreement No. 3 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Exhibit E [Form of Agreement No. 4 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Exhibit F [Form of Agreement No. 5 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Exhibit G [Form of Agreement No. 6 Amending Note]
AGREEMENT AMENDING NOTE made as of , by and among
PART I
DESCRIPTION OF ORIGINAL NOTE; PROCEDURE FOR FINAL MATURITY DATE EXTENSION ELECTION
PART II TERMS APPLICABLE TO EXTENDED ADVANCES
PART III GENERAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
SCHEDULE I DESIGNATED ADVANCES
SCHEDULE I THE "DESIGNATED ADVANCES"
EXHIBIT A FORM OF ELECTION NOTICE
ELECTION NOTICE
NOTES
Schedule 1

EX-4.7.1(NN)

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EXHIBIT 4.7.1 (nn)

This Instrument prepared by and
upon recording, please return to:
Shawne 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

THIRTY-NINTH SUPPLEMENTAL
INDENTURE

Relating to the
Series 2007 (FFB R-8) Note
and
Series 2007 (RUS R-8) Reimbursement Note

Dated as of July 1, 2007

FIRST MORTGAGE OBLIGATIONS

THIS THIRTY-NINTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2007, 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to SunTrust Bank (formerly 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 (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-eight 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-eight Supplemental Indentures have been recorded as set forth on Schedule 1attached hereto;

WHEREAS, the Company is entering into a Third Amended and Restated Loan Contract, dated as of July 25, 2007, 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 $78,418,600 (the "FFB R-8 Loan");

WHEREAS, the Company's obligation to repay the FFB R-8 Loan will be evidenced by that certain Series 2007 (FFB R-8) Note, dated the date of its authentication (the "Series 2007 (FFB R-8) Note"), from the Company to FFB;

WHEREAS, RUS will guarantee the Company's obligation to repay the FFB R-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 R-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 2007 (RUS R-8) Reimbursement Note, dated the date of its authentication (the "Series 2007 (RUS R-8) Reimbursement Note"; together with the Series 2007 (FFB R-8) Note, the "Series 2007 (R-8) Notes"), from the Company to RUS;

WHEREAS, the Company desires to execute and deliver this Thirty-Ninth Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation and designation of the Series 2007 (R-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 2007 (R-8) Notes, to make the Series 2007 (R-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 2007 (R-8) Notes, in accordance with its terms,

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

NOW, THEREFORE, THIS THIRTY-NINTH 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 2007 (R-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 2007 (R-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.

2

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-NINTH 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 2007 (R-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 2007 (R-8) NOTES AND
CERTAIN PROVISIONS RELATING THERETO

Section 1.1    Authorization and Terms of the Series 2007 (FFB R-8) Note.

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2007 (FFB R-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 2007 (FFB R-8) Note is limited to $78,418,600.

        The Series 2007 (FFB R-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 2007 (FFB R-8) Note shall be dated the date of its authentication. The Series 2007 (FFB R-8) Note shall mature on December 31, 2041, 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 2007 (FFB R-8) Note shall be authenticated and delivered to, and made payable to, FFB.

3

        All payments made on the Series 2007 (FFB R-8) Note shall be made as provided in the Series 2007 (FFB R-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 2007 (FFB R-8) Note.

        The Series 2007 (FFB R-8) Note and the Trustee's certificate of authentication for the Series 2007 (FFB R-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 2007 (FFB R-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 2007 (FFB R-8) Note for all purposes under the Indenture at all times during which the Series 2007 (FFB R-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 2007 (RUS R-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 2007 (RUS R-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 2007 (RUS R-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 2007 (RUS R-8) Reimbursement Note shall be dated the date of its authentication. The Series 2007 (RUS R-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 2007 (RUS R-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 2007 (RUS R-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 2007 (RUS R-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 2007 (FFB R-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 2007 (RUS R-8) Reimbursement Note.

        The Series 2007 (RUS R-8) Reimbursement Note and the Trustee's certificate of authentication for such Series 2007 (RUS R-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 2007 (RUS R-8) Reimbursement Note pursuant to Section 2.1 of the Original

4

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-Ninth 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 2007 (R-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-Ninth 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-Ninth 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-Ninth 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-Ninth 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-Ninth 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-Ninth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Ninth 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-Ninth 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-Ninth 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

5

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

U.S. Bank National Association
Corporate Trust Services
1349 West Peachtree Street, NW
Suite 1050, Two Midtown Plaza
Atlanta, Georgia 30309

[Signatures on Next Page.]

6

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Ninth 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/  ANNE F. APPLEBY
Witness
/s/  SHARON H. WRIGHT
Notary Public		[CORPORATE SEAL]
[NOTARIAL SEAL]

My Commission expires:     10/14/07    

[Signatures Continued on Next Page.]

7

[Signatures Continued from Previous Page.]

Trustee:	U.S. BANK NATIONAL ASSOCIATION, as Trustee a national banking association
	By:	/s/  JACK ELLERIN
Signed and delivered		Authorized Agent
by the Trustee in the presence of:
/s/  FELICIA POWELL
Witness
/s/  MURIEL SHAW
Notary Public
[NOTARIAL SEAL]

My Commission expires:     1/14/08    

8

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.

A-1

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

Thirty-Third Supplemental Indenture

Thirty-Fourth Supplemental Indenture

Thirty-Fifth Supplemental Indenture

Thirty-Sixth Supplemental Indenture

Thirty-Seventh Supplemental Indenture

Thirty-Eighth Supplemental Indenture

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ARTICLE II MISCELLANEOUS

EX-31.1

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EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith
(Principal Executive Officer)

I, Thomas A. Smith, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 13, 2007

/s/  THOMAS A. SMITH Thomas A. Smith
President and Chief Executive Officer
(Principal Executive Officer)

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Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith (Principal Executive Officer)

EX-31.2

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EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins
(Principal Financial Officer)

I, Elizabeth B. Higgins, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 13, 2007

/s/  ELIZABETH B. HIGGINS Elizabeth B. Higgins
Chief Financial Officer
(Principal Financial Officer)

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Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer)

EX-32.1

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EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the "Report") of Oglethorpe Power Corporation (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, Thomas A. Smith, the President and Chief Executive Officer of the Registrant certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/  THOMAS A. SMITH Thomas A. Smith
President and Chief Executive Officer

August 13, 2007 Date

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Certification Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-32.2

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EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the "Report") of Oglethorpe Power Corporation (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, Elizabeth B. Higgins, the Chief Financial Officer of the Registrant certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/  ELIZABETH B. HIGGINS Elizabeth B. Higgins
Chief Financial Officer

August 13, 2007 Date

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Certification Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-99.1

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EXHIBIT 99.1

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 1
SELECTED STATISTICS OF EACH MEMBER
(as of December 31)

	Altamaha	Amicalola	Canoochee	Carroll	Central Georgia	Coastal	Cobb(1)	Colquitt		Coweta- Fayette	Diverse
2006
Avg. Monthly Residential Rev.($)	111.40	111.85	111.86	114.44	115.91	132.86	110.16	109.78		120.98	124.71
Avg. Monthly Residential kWh	1,189	1,163	1,274	1,138	1,311	1,357	1,202	1,279		1,258	1,397
Avg. Residential Rev.(cents per kWh)	9.36	9.62	8.78	10.05	8.84	9.79	9.17	8.58		9.62	8.92
Times Interest Earned Ratio(2)	3.02	3.68	1.98	3.17	2.27	1.87	1.55	3.01		1.86	3.11
Equity/Assets(2)	64%	41%	38%	35%	36%	33%	33%	45%		26%	56%
Equity/Total Capitalization(2)	73%	50%	44%	40%	40%	39%	43%	54%		30%	62%
2005
Avg. Monthly Residential Rev.($)	105.99	106.21	113.27	104.67	110.78	127.77	105.95	105.12		111.72	116.88
Avg. Monthly Residential kWh	1,178	1,152	1,376	1,143	1,296	1,349	1,178	1,255		1,242	1,412
Avg. Residential Rev.(cents per kWh)	9.00	9.22	8.23	9.16	8.55	9.47	9.00	8.38		9.00	8.28
Times Interest Earned Ratio(2)	2.72	3.07	1.99	2.00	1.55	1.48	2.25	1.96		0.43	1.59
Equity/Assets(2)	63%	40%	45%	35%	37%	33%	34%	42%		24%	54%
Equity/Total Capitalization(2)	71%	48%	56%	42%	41%	36%	42%	51%		30%	60%
2004
Avg. Monthly Residential Rev.($)	95.96	97.19	100.78	94.25	100.36	110.51	99.65	100.59		105.71	105.34
Avg. Monthly Residential kWh	1,172	1,126	1,279	1,101	1,273	1,345	1,168	1,270		1,230	1,388
Avg. Residential Rev.(cents per kWh)	8.19	8.63	7.88	8.56	7.88	8.22	8.53	7.92		8.59	7.59
Times Interest Earned Ratio(2)	2.49	2.95	2.00	2.46	2.81	1.33	2.92	2.20		1.77	2.65
Equity/Assets(2)	61%	38%	47%	38%	40%	32%	36%	45%		27%	56%
Equity/Total Capitalization(2)	66%	45%	55%	45%	44%	35%	47%	55%		35%	61%
	Middle Georgia	Mitchell	Ocmulgee	Oconee	Okefenoke	Pataula(1)	Planters	Rayle		Satilla	Sawnee
2006
Avg. Monthly Residential Rev.($)	134.52	119.47	103.64	117.18	127.21	0.00	112.82	116.62		113.99	122.86
Avg. Monthly Residential kWh	1,333	1,319	1,073	1,136	1,296	0.00	1,295	1,025		1,297	1,305
Avg. Residential Rev.(cents per kWh)	10.09	9.06	9.66	10.31	9.81	0.00	8.71	11.38		8.79	9.41
Times Interest Earned Ratio(2)	1.50	2.98	1.49	1.56	1.60	0.00	2.42	1.79		2.43	1.55
Equity/Assets(2)	41%	57%	40%	33%	33%	0.00	46%	29%		36%	34%
Equity/Total Capitalization(2)	45%	68%	44%	40%	39%	0.00	51%	33%		50%	40%
2005
Avg. Monthly Residential Rev.($)	133.56	118.65	102.17	112.52	120.02	70.04	111.90	106.94		107.56	119.09
Avg. Monthly Residential kWh	1,355	1,331	1,061	1,142	1,323	847	1,299	1,062		1,282	1,281
Avg. Residential Rev.(cents per kWh)	9.86	8.91	9.63	9.85	9.08	8.27	8.62	10.07		8.39	9.30
Times Interest Earned Ratio(2)	1.26	2.44	1.32	1.39	0.72	10.99	2.70	(0.07	)	1.73	1.83
Equity/Assets(2)	41%	57%	40%	33%	33%	19%	48%	29%		36%	33%
Equity/Total Capitalization(2)	44%	68%	44%	38%	38%	76%	53%	33%		54%	39%
2004
Avg. Monthly Residential Rev.($)	105.99	106.77	94.40	101.80	108.77	69.30	98.41	95.07		107.63	110.08
Avg. Monthly Residential kWh	1,333	1,336	1,058	1,152	1,319	836	1,324	1,051		1,291	1,249
Avg. Residential Rev.(cents per kWh)	7.95	7.99	8.93	8.84	8.25	8.29	7.43	9.04		8.33	8.81
Times Interest Earned Ratio(2)	1.07	2.94	2.01	1.55	1.30	1.93	2.15	1.40		2.22	1.54
Equity/Assets(2)	42%	61%	42%	35%	37%	53%	47%	35%		40%	31%
Equity/Total Capitalization(2)	49%	70%	47%	40%	43%	56%	54%	38%		54%	37%

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

Table 1 (continued)

	Excelsior		Grady	GreyStone	Habersham	Hart	Irwin	Jackson	Jefferson	Little Ocmulgee
2006
Avg. Monthly Residential Rev.($)	111.90		124.93	100.08	99.92	105.32	128.51	107.94	112.39	107.08
Avg. Monthly Residential kWh	1,352		1,192	1,186	1,047	1,102	1,184	1,263	1,200	1,076
Avg. Residential Rev.(cents per kWh)	8.27		10.48	8.4	9.54	9.55	10.85	8.54	9.4	9.95
Times Interest Earned Ratio(2)	2.39		2.55	3.08	1.59	2.19	1.98	2.18	1.82	1.27
Equity/Assets(2)	50%		49%	38%	33%	42%	34%	32%	39%	32%
Equity/Total Capitalization(2)	58%		59%	44%	38%	48%	37%	39%	46%	37%
2005
Avg. Monthly Residential Rev.($)	101.54		122.13	98.63	92.09	98.55	121.22	108.32	110.89	100.32
Avg. Monthly Residential kWh	1,360		1,181	1,179	1,058	1,116	1,173	1,255	1,202	1,069
Avg. Residential Rev.(cents per kWh)	7.47		10.34	8.37	8.71	8.83	10.33	8.63	9.23	9.38
Times Interest Earned Ratio(2)	2.20		1.99	2.58	1.26	1.63	1.58	2.12	2.12	1.26
Equity/Assets(2)	52%		48%	38%	33%	40%	33%	33%	40%	34%
Equity/Total Capitalization(2)	61%		56%	42%	38%	46%	36%	42%	46%	39%
2004
Avg. Monthly Residential Rev.($)	91.87		113.21	90.57	85.21	89.29	112.36	95.15	107.48	94.05
Avg. Monthly Residential kWh	1,355		1,189	1,158	1,019	1,092	1,182	1,225	1,207	1,066
Avg. Residential Rev.(cents per kWh)	6.78		9.52	7.82	8.36	8.18	9.50	7.77	8.91	8.82
Times Interest Earned Ratio(2)	5.45		2.46	3.06	1.55	2.12	1.47	1.86	2.08	1.31
Equity/Assets(2)	49%		49%	38%	33%	42%	33%	31%	39%	35%
Equity/Total Capitalization(2)	57%		55%	42%	41%	47%	37%	41%	45%	41%
	Slash Pine		Snapping Shoals	Southern Rivers	Sumter	Three Notch	Tri- County	Upson	Walton	Washington	MEMBER TOTAL
2006
Avg. Monthly Residential Rev.($)	121.68		115.29	119.56	134.12	112.57	118.52	95.44	112.38	114.86	113.32
Avg. Monthly Residential kWh	1,229		1,360	1,280	1,452	1,062	1,229	1,102	1,322	1,114	1,247
Avg. Residential Rev.(cents per kWh)	9.90		8.5	9.34	9.2	10.60	9.64	8.66	8.50	10.31	9.09
Times Interest Earned Ratio(2)	2.03		2.88	2.76	2.26	1.35	2.16	2.95	5.70	1.86	2.28(3)
Equity/Assets(2)	33%		41%	41%	44%	39%	32%	48%	38%	49%	37%(3)
Equity/Total Capitalization(2)	40%		51%	47%	49%	43%	35%	55%	46%	52%	44%(3)
2005
Avg. Monthly Residential Rev.($)	118.69		105.49	111.89	128.89	100.31	107.87	91.26	104.65	104.49	108.19
Avg. Monthly Residential kWh	1,267		1,326	1,259	1,452	959	1,225	1,092	1,290	1,124	1,233
Avg. Residential Rev.(cents per kWh)	9.36		7.96	8.89	8.88	10.46	8.81	8.35	8.11	9.29	8.77
Times Interest Earned Ratio(2)	(0.43	)	2.46	1.92	2.21	0.71	1.25	2.97	1.52	1.62	1.87(3)
Equity/Assets(2)	33%		38%	39%	43%	38%	31%	52%	36%	48%	37%(3)
Equity/Total Capitalization(2)	39%		47%	45%	48%	43%	36%	59%	42%	52%	44%(3)
2004
Avg. Monthly Residential Rev.($)	103.97		99.03	103.12	121.22	94.12	97.46	89.20	101.28	95.77	99.97
Avg. Monthly Residential kWh	1,283		1,314	1,261	1,462	957	1,211	1,101	1,299	1,113	1,220
Avg. Residential Rev.(cents per kWh)	8.11		7.54	8.18	8.29	9.83	8.05	8.10	7.80	8.61	8.20
Times Interest Earned Ratio(2)	2.04		2.50	2.35	1.52	1.49	1.48	3.64	3.06	2.65	2.25(3)
Equity/Assets(2)	38%		41%	46%	43%	41%	34%	57%	36%	51%	38%(3)
Equity/Total Capitalization(2)	43%		52%	54%	49%	47%	39%	64%	42%	56%	46%(3)

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 2

AVERAGE NUMBER OF CONSUMERS SERVED BY EACH MEMBER

		Altamaha	Amicalola	Canoochee	Carroll	Central Georgia	Coastal	Cobb(1)	Colquitt	Coweta-Fayette	Diverse
2006
Residential Service		17,505	38,871	18,004	46,955	42,643	13,386	172,078	53,347	66,559	23,875
Commercial & Industrial		1,695	4,449	274	2,364	4,374	1,732	13,821	3,026	4,419	3,259
Other		107	26	247	368	98	119	6,193	1,755	533	161
	Total Consumers Served	19,307	43,346	18,525	49,687	47,115	15,237	192,092	58,128	71,511	27,294
2005
Residential Service		17,347	37,197	16,223	44,865	40,400	12,776	167,276	52,083	64,517	23,488
Commercial & Industrial		1,660	4,219	269	2,326	4,149	1,531	13,374	2,911	4,214	3,122
Other		105	25	248	378	94	120	6,023	1,707	492	164
	Total Consumers Served	19,112	41,441	16,740	47,569	44,643	14,427	186,673	56,701	69,223	26,774
2004
Residential Service		17,068	35,684	17,372	43,854	38,315	12,548	158,127	50,572	62,238	23,027
Commercial & Industrial		1,625	3,985	277	2,252	3,942	1,400	12,384	2,818	4,045	3,030
Other		105	19	245	388	89	121	5,823	1,669	460	166
	Total Consumers Served	18,798	39,688	17,894	46,494	42,346	14,069	176,333	55,059	66,743	26,224
		Middle Georgia	Mitchell	Ocmulgee	Oconee	Okefenoke	Pataula(1)	Planters	Rayle	Satilla	Sawnee
2006
Residential Service		4,914	21,082	10,467	11,334	30,145	0	14,799	16,602	46,996	124,236
Commercial & Industrial		1,665	1,154	657	1,043	2,085	0	560	1,867	2,531	12,933
Other		633	1,594	396	134	351	0	562	0	1,611	3,142
	Total Consumers Served	7,212	23,830	11,520	12,511	32,581	0	15,921	18,469	51,138	140,311
2005
Residential Service		4,876	20,813	10,379	11,286	29,181	4,576	14,721	16,888	46,490	118,599
Commercial & Industrial		1,633	1,105	639	975	1,893	196	554	1,305	2,471	12,149
Other		625	1,522	388	139	353	381	550	0	1,419	2,992
	Total Consumers Served	7,134	23,440	11,406	12,400	31,427	5,153	15,825	18,193	50,380	133,740
2004
Residential Service		4,824	20,609	10,274	11,237	28,390	4,516	14,618	16,600	46,021	113,631
Commercial & Industrial		1,589	1,071	608	892	1,761	193	546	1,269	2,327	11,211
Other		606	1,472	368	139	336	357	543	0	1,337	2,840
	Total Consumers Served	7,019	23,152	11,250	12,268	30,487	5,066	15,707	17,869	49,685	127,682

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

Table 2 (continued)

		Excelsior	Grady	GreyStone	Habersham	Hart	Irwin	Jackson	Jefferson	Little Ocmulgee
2006
Residential Service		18,908	17,278	102,462	30,290	28,548	10,519	178,339	30,374	10,254
Commercial & Industrial		1,361	437	9,688	2,331	6,380	119	13,827	1,514	112
Other		228	448	1,136	5	4	808	3,812	195	304
	Total Consumers Served	20,497	18,163	113,286	32,626	34,932	11,446	195,978	32,083	10,670
2005
Residential Service		18,535	16,899	95,939	29,518	28,256	10,439	171,241	30,000	10,159
Commercial & Industrial		1,313	427	9,039	2,274	6,165	122	13,218	1,449	114
Other		225	445	1,014	5	3	789	3,511	196	306
	Total Consumers Served	20,073	17,771	105,992	31,797	34,424	11,350	187,970	31,645	10,579
2004
Residential Service		18,195	16,635	90,312	28,841	27,964	10,295	164,837	29,754	10,046
Commercial & Industrial		1,278	406	8,268	2,199	5,961	123	12,779	1,425	105
Other		225	446	854	5	3	766	2,992	195	303
	Total Consumers Served	19,698	17,487	99,434	31,045	33,928	11,184	180,608	31,374	10,454
		Slash Pine	Snapping Shoals	Southern Rivers	Sumter	Three Notch	Tri- County	Upson	Walton	Washington	MEMBER TOTAL
2006
Residential Service		7,132	83,750	17,235	14,340	12,895	18,268	8,300	105,196	14,493	1,482,378
Commercial & Industrial		325	4,657	1,012	4,486	535	1,697	862	6,975	539	120,765
Other		178	0	11	233	487	0	114	1,650	28	27,672
	Total Consumers Served	7,635	88,407	18,258	19,059	13,917	19,965	9,276	113,821	15,060	1,630,815
2005
Residential Service		6,811	80,149	16,837	14,105	13,909	17,883	8,171	103,630	14,318	1,440,780
Commercial & Industrial		316	4,268	981	4,388	542	1,625	895	6,797	507	115,135
Other		149	0	11	213	463	0	106	1,612	20	26,793
	Total Consumers Served	7,276	84,417	17,829	18,706	14,914	19,508	9,172	112,039	14,845	1,582,707
2004
Residential Service		6,716	76,529	16,406	13,824	14,036	17,667	8,062	97,889	14,131	1,391,664
Commercial & Industrial		313	4,152	965	4,312	550	1,432	927	6,561	493	109,473
Other		133	0	11	190	453	0	104	1,513	20	25,296
	Total Consumers Served	7,162	80,681	17,382	18,326	15,039	19,099	9,093	105,963	14,644	1,526,433

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 3
ANNUAL MWh SALES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2006
Residential Service		$	249,949	$	542,587	$	275,357	$	641,436	$	671,220	$	218,003	$	2,482,055	$	819,200	$	1,004,884	$	400,327
Commercial & Industrial			541,018		101,716		96,104		382,755		322,434		147,069		1,276,289		840,218		385,437		108,431
Other			4,313		296		4,691		6,857		1,262		2,200		235,807		67,239		11,089		6,072
	Total MWh Sales	$	795,280	$	644,598	$	376,152	$	1,031,048	$	994,916	$	367,272	$	3,994,151	$	1,726,657	$	1,401,410	$	514,830
2005
Residential Service		$	245,226	$	514,211	$	267,862	$	615,167	$	628,335	$	206,861	$	2,364,187	$	784,329	$	961,408	$	398,011
Commercial & Industrial			518,737		95,423		92,890		367,297		296,181		132,338		1,241,919		825,217		373,918		104,182
Other			2,618		336		2,710		6,372		1,146		2,178		207,181		57,302		11,267		5,961
	Total MWh Sales	$	766,581	$	609,970	$	363,462	$	988,836	$	925,662	$	341,377	$	3,813,286	$	1,666,847	$	1,346,593	$	508,153
2004
Residential Service		$	239,971	$	482,225	$	266,608	$	579,227	$	585,350	$	202,492	$	2,215,550	$	770,742	$	918,916	$	383,666
Commercial & Industrial			543,266		87,381		96,041		344,930		283,204		129,751		1,209,855		823,892		365,586		102,920
Other			3,114		245		3,563		6,596		727		2,192		148,378		57,915		10,658		5,746
	Total MWh Sales	$	786,351	$	569,851	$	366,212	$	930,753	$	869,282	$	334,435	$	3,573,782	$	1,652,549	$	1,295,161	$	492,332
		Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Pataula(1)		Planters		Rayle		Satilla		Sawnee
2006
Residential Service		$	78,640	$	333,725	$	134,816	$	154,620	$	468,886	$	0	$	229,974	$	204,207	$	731,477	$	1,946,279
Commercial & Industrial			38,187		71,511		44,833		108,125		69,664		0		18,163		47,657		256,513		933,893
Other			9,240		42,838		5,676		2,833		17,188		0		9,168		0		29,652		28,142
	Total MWh Sales	$	126,067	$	448,075	$	185,326	$	265,578	$	555,738	$	0	$	257,306	$	251,863	$	1,017,642	$	2,908,313
2005
Residential Service		$	79,258	$	332,472	$	132,135	$	154,735	$	463,120	$	46,511	$	229,385	$	215,195	$	714,933	$	1,823,409
Commercial & Industrial			36,758		65,793		41,807		97,206		78,144		35,611		18,369		34,786		261,270		883,677
Other			6,315		29,621		3,071		2,336		16,938		6,802		6,670		0		19,265		27,937
	Total MWh Sales	$	122,332	$	427,886	$	177,013	$	254,277	$	558,202	$	88,925	$	254,424	$	249,981	$	995,469	$	2,735,022
2004
Residential Service		$	77,146	$	330,285	$	130,378	$	155,341	$	449,280	$	45,303	$	232,222	$	209,410	$	713,151	$	1,703,487
Commercial & Industrial			34,006		67,997		38,744		95,777		69,634		35,090		18,489		35,490		258,556		829,796
Other			6,408		33,393		4,173		2,578		16,451		8,432		7,770		0		20,728		28,127
	Total MWh Sales	$	117,560	$	431,675	$	173,294	$	253,695	$	535,364	$	88,825	$	258,481	$	244,900	$	992,434	$	2,561,409

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

Table 3 (continued)

		Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2006
Residential Service		$	306,849	$	247,188	$	1,459,309	$	380,781	$	377,762	$	149,457	$	2,703,569	$	437,716	$	132,412
Commercial & Industrial			72,219		31,278		1,016,657		88,492		169,602		19,009		1,721,703		112,658		48,072
Other			3,978		12,944		11,101		81		496		18,060		248,064		7,205		5,370
	Total MWh Sales	$	383,046	$	291,410	$	2,487,067	$	469,353	$	547,860	$	186,527	$	4,673,335	$	557,579	$	185,855
2005
Residential Service		$	302,531	$	239,442	$	1,357,275	$	374,652	$	378,282	$	146,981	$	2,578,226	$	432,558	$	130,323
Commercial & Industrial			73,199		28,684		887,700		86,792		162,170		18,262		1,641,024		104,860		49,092
Other			2,713		11,046		10,087		80		496		12,077		211,010		6,039		3,212
	Total MWh Sales	$	378,444	$	279,172	$	2,255,063	$	461,524	$	540,948	$	177,320	$	4,430,259	$	543,456	$	182,627
2004
Residential Service		$	295,819	$	237,383	$	1,255,234	$	352,784	$	366,396	$	146,062	$	2,423,925	$	430,946	$	128,568
Commercial & Industrial			70,304		27,601		760,119		85,595		153,653		17,655		1,587,100		109,777		48,115
Other			3,726		11,190		8,366		80		566		12,551		194,810		8,408		3,873
	Total MWh Sales	$	369,849	$	276,174	$	2,023,719	$	438,458	$	520,615	$	176,268	$	4,205,835	$	549,130	$	180,556
		Slash Pine		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2006
Residential Service		$	105,234	$	1,366,927	$	264,784	$	250,009	$	164,369	$	269,484	$	109,818	$	1,669,374	$	193,793	$	22,176,475
Commercial & Industrial			48,597		388,388		48,591		85,940		28,240		86,095		16,983		623,453		204,012		10,600,007
Other			6,757		0		4,493		14,324		21,816		0		2,328		79,122		1,169		921,872
	Total MWh Sales	$	160,588	$	1,755,315	$	317,868	$	350,272	$	214,425	$	355,579	$	129,129	$	2,371,949	$	398,975	$	33,698,354
2005
Residential Service		$	103,592	$	1,275,171	$	254,338	$	245,717	$	160,106	$	262,781	$	107,120	$	1,604,324	$	193,177	$	21,323,348
Commercial & Industrial			47,166		376,392		46,778		80,639		23,116		80,433		16,681		604,937		206,317		10,135,761
Other			6,181		0		4,576		6,989		11,492		0		1,902		78,231		663		782,822
	Total MWh Sales	$	156,939	$	1,651,563	$	305,692	$	333,345	$	194,714	$	343,213	$	125,704	$	2,287,492	$	400,157	$	32,241,930
2004
Residential Service		$	103,376	$	1,206,829	$	248,236	$	242,491	$	161,229	$	256,643	$	106,515	$	1,525,386	$	188,671	$	20,367,241
Commercial & Industrial			50,816		372,860		44,289		77,160		23,279		76,140		16,209		587,187		209,163		9,787,424
Other			5,815		0		4,791		7,685		14,966		0		1,879		71,896		722		718,518
	Total MWh Sales	$	160,007	$	1,579,689	$	297,316	$	327,335	$	199,474	$	332,783	$	124,603	$	2,184,469	$	398,556	$	30,873,183

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 4

ANNUAL REVENUES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha			Amicalola			Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt			Coweta- Fayette			Diverse
2006
Residential Service		$	23,400,436		$	52,171,649		$	24,166,244	$	64,481,647	$	59,314,810	$	21,341,000	$	227,482,468	$	70,274,490		$	96,631,471		$	35,728,529
Commercial & Industrial			37,849,671			10,119,511			7,165,437		25,210,357		23,057,335		8,994,864		88,300,171		36,835,229			30,312,743			9,399,848
Other			318,051			58,447			489,378		751,231		166,678		263,950		20,139,030		5,667,632			1,212,062			628,782
	Total Electric Sales	$	61,568,158		$	62,349,607		$	31,821,059	$	90,443,235	$	82,538,823	$	30,599,814	$	335,921,669	$	112,777,351		$	128,156,276		$	45,757,159
Other Operating Revenue			639,808			1,788,406			3,980,912		5,279,152		3,255,768		702,442		8,403,878		4,749,188			(401,179	)		2,303,550
	Total Operating Revenue	$	62,207,966		$	64,138,013		$	35,801,971	$	95,722,387	$	85,794,591	$	31,302,256	$	344,325,547	$	117,526,539		$	127,755,097		$	48,060,709
2005
Residential Service		$	22,063,297		$	47,409,997		$	22,051,034	$	56,353,430	$	53,707,207	$	19,588,530	$	212,674,920	$	65,701,446		$	86,492,158		$	32,942,854
Commercial & Industrial			32,996,509			8,699,673			6,527,996		22,064,282		19,845,187		7,762,192		83,194,425		32,939,289			27,390,076			8,671,423
Other			218,445			58,086			314,848		662,540		166,362		252,778		18,147,026		4,719,967			1,159,169			588,154
	Total Electric Sales	$	55,278,251		$	56,167,756		$	28,893,878	$	79,080,252	$	73,718,756	$	27,603,500	$	314,016,371	$	103,360,702		$	115,041,403		$	42,202,431
Other Operating Revenue			582,151			1,524,752			2,132,079		4,838,805		2,840,035		659,579		8,515,850		3,977,417			5,005,423			1,676,901
	Total Operating Revenue	$	55,860,402		$	57,692,508		$	31,025,957	$	83,919,057	$	76,558,791	$	28,263,079	$	322,532,221	$	107,338,119		$	120,046,826		$	43,879,332
2004
Residential Service		$	19,653,815		$	41,618,898		$	21,009,067	$	49,600,819	$	46,143,984	$	16,640,838	$	189,095,519	$	61,043,706		$	78,950,397		$	29,106,992
Commercial & Industrial			24,424,865			7,661,188			6,418,056		18,801,476		16,536,579		6,468,560		75,740,069		31,029,129			25,092,623			7,690,535
Other			229,319			41,748			367,948		634,938		151,618		229,258		13,798,386		4,560,609			1,098,072			522,608
	Total Electric Sales	$	44,307,999		$	49,321,834		$	27,795,071	$	69,037,233	$	62,832,181	$	23,338,656	$	278,633,974	$	96,633,444		$	105,141,092		$	37,320,135
Other Operating Revenue			583,900			(1,674,558	)		1,020,137		1,973,463		2,714,966		549,362		8,318,942		(3,649,878	)		3,205,119			1,934,210
	Total Operating Revenue	$	44,891,899		$	47,647,276		$	28,815,208	$	71,010,696	$	65,547,147	$	23,888,018	$	286,952,916	$	92,983,566		$	108,346,211		$	39,254,345
		Middle Georgia			Mitchell			Ocmulgee		Oconee		Okefenoke		Pataula(1)		Planters		Rayle			Satilla			Sawnee
2006
Residential Service		$	7,932,313		$	30,223,149		$	13,018,001	$	15,936,513	$	46,018,140	$	0	$	20,036,173	$	23,232,937		$	64,286,473		$	183,160,064
Commercial & Industrial			4,005,291			6,064,635			3,334,858		6,618,726		5,929,173		0		1,379,014		5,219,760			15,486,095			73,988,929
Other			1,350,483			4,015,202			676,754		279,266		1,362,107		0		895,083		0			2,852,871			3,993,434
	Total Electric Sales	$	13,288,087		$	40,302,986		$	17,029,613	$	22,834,505	$	53,309,420	$	0	$	22,310,270	$	28,452,697		$	82,625,439		$	261,142,427
Other Operating Revenue			(304,215	)		121,459			600,974		794,869		923,536		0		986,467		262,016			6,801,407			1,443,391
	Total Operating Revenue	$	12,983,872		$	40,424,445		$	17,630,587	$	23,629,374	$	54,232,956	$	0	$	23,296,737	$	28,714,713		$	89,426,846		$	262,585,818
2005
Residential Service		$	7,814,833		$	29,632,802		$	12,725,040	$	15,239,545	$	42,028,227	$	3,845,856	$	19,768,075	$	21,672,970		$	60,004,479		$	169,493,290
Commercial & Industrial			3,786,303			5,922,883			3,206,806		5,814,526		5,941,009		1,899,802		1,366,518		3,295,008			15,418,841			69,120,838
Other			958,321			2,867,820			443,410		239,111		1,256,170		611,187		651,068		0			1,774,174			3,590,450
	Total Electric Sales	$	12,559,457		$	38,423,505		$	16,375,256	$	21,293,182	$	49,225,406	$	6,356,845	$	21,785,661	$	24,967,978		$	77,197,494		$	242,204,578
Other Operating Revenue			190,760			130,886			566,330		799,857		945,838		110,149		968,196		196,161			9,002,873			11,608,143
	Total Operating Revenue	$	12,750,217		$	38,554,391		$	16,941,586	$	22,093,039	$	50,171,244	$	6,466,994	$	22,753,857	$	25,164,139		$	86,200,367		$	253,812,721
2004
Residential Service		$	6,135,628		$	26,405,995		$	11,638,487	$	13,727,018	$	37,054,230	$	3,755,406	$	17,262,340	$	18,937,191		$	59,439,026		$	150,100,977
Commercial & Industrial			2,964,520			5,127,432			2,587,482		5,369,056		4,742,761		1,825,532		1,192,812		2,866,916			13,592,349			60,419,985
Other			825,893			2,860,057			486,858		228,887		1,081,695		729,664		667,597		0			1,833,991			3,449,759
	Total Electric Sales	$	9,926,041		$	34,393,484		$	14,712,827	$	19,324,961	$	42,878,686	$	6,310,602	$	19,122,749	$	21,804,107		$	74,865,366		$	213,970,721
Other Operating Revenue			170,530			0			784,772		681,648		915,718		117,002		1,047,819		234,277			(1,443,802	)		8,184,368
	Total Operating Revenue	$	10,096,571		$	34,393,484		$	15,497,599	$	20,006,609	$	43,794,404	$	6,427,604	$	20,170,568	$	22,038,384		$	73,421,564		$	222,155,089

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

Table 4 (continued)

		Excelsior			Grady		GreyStone		Habersham			Hart		Irwin		Jackson			Jefferson		Little Ocmulgee
2006
Residential Service		$	25,390,500		$	25,902,845	$	123,055,050	$	36,318,100		$	36,081,128	$	16,221,618	$	231,000,777		$	40,965,294	$	13,175,616
Commercial & Industrial			5,676,466			2,733,626		68,439,240		7,650,997			15,317,143		1,730,723		123,034,176			7,800,968		3,085,001
Other			415,161			1,336,463		1,861,630		7,064			35,769		2,134,793		21,767,316			714,787		587,692
	Total Electric Sales	$	31,482,127		$	29,972,934	$	193,355,920	$	43,976,161		$	51,434,040	$	20,087,134	$	375,802,269		$	49,481,049	$	16,848,309
Other Operating Revenue			706,960			1,137,395		7,096,226		2,483,628			1,853,186		660,836		15,793,452			2,168,788		251,953
	Total Operating Revenue	$	32,189,087		$	31,110,329	$	200,452,146	$	46,459,789		$	53,287,226	$	20,747,970	$	391,595,721		$	51,649,837	$	17,100,262
2005
Residential Service		$	22,584,425		$	24,765,522	$	113,551,158	$	32,620,910		$	33,415,912	$	15,184,717	$	222,591,611		$	39,921,853	$	12,230,033
Commercial & Industrial			5,031,876			2,464,657		18,782,135		6,712,709			13,755,791		1,567,271		117,949,226			7,342,574		2,984,232
Other			304,996			1,183,050		42,179,667		7,034			32,363		1,501,247		19,115,197			649,374		350,403
	Total Electric Sales	$	27,921,297		$	28,413,229	$	174,512,960	$	39,340,653		$	47,204,066	$	18,253,235	$	359,656,034		$	47,913,801	$	15,564,668
Other Operating Revenue			1,787,574			1,117,745		6,672,686		3,069,692			1,725,709		746,265		25,985,746			1,936,867		490,557
	Total Operating Revenue	$	29,708,871		$	29,530,974	$	181,185,646	$	42,410,345		$	48,929,775	$	18,999,500	$	385,641,780		$	49,850,668	$	16,055,225
2004
Residential Service		$	20,058,096		$	22,599,016	$	98,152,577	$	29,491,973		$	29,964,104	$	13,881,255	$	188,219,318		$	38,376,589	$	11,338,309
Commercial & Industrial			4,566,096			2,223,375		49,072,536		6,296,730			12,041,306		1,421,333		101,638,075			6,978,258		2,857,005
Other			345,434			1,085,889		1,408,412		7,034			32,830		1,372,854		15,130,886			790,444		330,616
	Total Electric Sales	$	24,969,626		$	25,908,280	$	148,633,525	$	35,795,737		$	42,038,240	$	16,675,442	$	304,988,279		$	46,145,291	$	14,525,930
Other Operating Revenue			(243,882	)		1,071,677		5,331,374		958,752			1,796,331		629,879		(7,434,056	)		501,554		271,472
	Total Operating Revenue	$	24,725,744		$	26,979,957	$	153,964,899	$	36,754,489		$	43,834,571	$	17,305,321	$	297,554,223		$	46,646,845	$	14,797,402
		Slash Pine			Snapping Shoals		Southern Rivers		Sumter			Three Notch		Tri- County		Upson			Walton		Washington		MEMBER TOTAL
2006
Residential Service		$	10,413,924		$	115,871,272	$	24,727,886	$	23,079,344		$	17,419,652	$	25,981,484	$	9,505,326		$	141,863,733	$	19,976,530	$	2,015,786,586
Commercial & Industrial			3,649,217			27,439,793		3,726,857		8,016,021			2,549,043		6,951,359		1,522,929			46,852,108		13,009,154		748,456,468
Other			595,752			0		323,084		1,319,310			2,500,397		0		243,431			7,880,393		87,538		86,931,021
	Total Electric Sales	$	14,658,893		$	143,311,065	$	28,777,827	$	32,414,675		$	22,469,092	$	32,932,843	$	11,271,686		$	196,596,234	$	33,073,222	$	2,851,174,075
Other Operating Revenue			174,825			3,500,354		929,157		919,732			726,366		976,217		406,592			11,188,634		1,121,963		94,428,093
	Total Operating Revenue	$	14,833,718		$	146,811,419	$	29,706,984	$	33,334,407		$	23,195,458	$	33,909,060	$	11,678,278		$	207,784,868	$	34,195,185	$	2,945,602,168
2005
Residential Service		$	9,700,709		$	101,457,696	$	22,606,853	$	21,816,286		$	16,743,158	$	23,148,191	$	8,947,863		$	130,142,634	$	17,952,725	$	1,870,592,246
Commercial & Industrial			3,283,154			22,936,381		3,289,159		7,291,328			2,383,627		6,152,296		1,441,523			42,867,603		11,659,789		643,758,917
Other			477,072			0		329,886		771,818			1,593,519		0		187,329			7,314,640		53,106		114,729,787
	Total Electric Sales	$	13,460,935		$	124,394,077	$	26,225,898	$	29,879,432		$	20,720,304	$	29,300,487	$	10,576,715		$	180,324,877	$	29,665,620	$	2,629,080,950
Other Operating Revenue			97,676			9,448,065		910,436		806,464			647,811		913,185		386,251			13,047,584		927,682		126,990,180
	Total Operating Revenue	$	13,558,611		$	133,842,142	$	27,136,334	$	30,685,896		$	21,368,115	$	30,213,672	$	10,962,966		$	193,372,461	$	30,593,302	$	2,756,071,130
2004
Residential Service		$	8,379,426		$	90,943,335	$	20,302,070	$	20,108,820		$	15,852,441	$	20,661,344	$	8,629,827		$	118,974,345	$	16,239,747	$	1,669,492,925
Commercial & Industrial			2,838,025			21,525,933		2,955,388		6,609,615			2,201,767		4,968,476		1,370,898			39,099,481		10,656,432		599,872,654
Other			367,782			0		329,250		709,316			1,747,145		0		183,122			6,552,571		49,110		64,241,600
	Total Electric Sales	$	11,585,233		$	112,469,268	$	23,586,708	$	27,427,751		$	19,801,353	$	25,629,820	$	10,183,847		$	164,626,397	$	26,945,289	$	2,333,607,179
Other Operating Revenue			93,165			7,392,882		885,840		(80,328	)		642,200		993,991		380,752			313,630		870,771		40,043,999
	Total Operating Revenue	$	11,678,398		$	119,862,150	$	24,472,548	$	27,347,423		$	20,443,553	$	26,623,811	$	10,564,599		$	164,940,027	$	27,816,060	$	2,373,651,178

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 5

SUMMARY OF OPERATING RESULTS OF EACH MEMBER

			Altamaha		Amicalola		Canoochee		Carroll		Central Georgia			Coastal		Cobb(1)		Colquitt			Coweta- Fayette			Diverse
2006
Operating Revenue & Patronage Capital			$	62,207,968	$	64,138,013	$	35,801,971	$	95,722,387	$	85,794,591		$	31,302,256	$	344,325,547	$	117,526,539		$	127,755,098		$	48,060,709
Depreciation and Amortization				2,319,477		4,896,320		2,946,579		6,067,430		4,404,396			1,653,742		16,711,060		4,892,772			7,082,013			4,130,496
Other Operating Expenses				56,955,671		50,575,713		28,875,370		77,679,535		73,229,423			26,903,356		303,134,156		103,448,979			110,066,667			39,340,968
	Electric Operating Margin		$	2,932,820	$	8,665,980	$	3,980,022	$	11,975,422	$	8,160,772		$	2,745,158	$	24,480,331	$	9,184,788		$	10,606,418		$	4,589,245
Other Income				967,482		708,259		961,125		1,419,937		1,388,290			412,012		9,904,486		2,178,056			3,365,142			971,895
	Gross Operating Margin		$	3,900,302	$	9,374,239	$	4,941,147	$	13,395,359	$	9,549,062		$	3,157,170	$	34,384,817	$	11,362,844		$	13,971,560		$	5,561,140
Interest on Long-term Debt				1,288,127		2,545,642		2,498,262		4,229,434		4,177,453			1,641,603		18,595,285		3,775,225			6,817,889			1,786,755
Other Deductions				8,445		288		4,537		1,047		70,709			93,166		5,587,808		0			1,294,257			3,648
		Net Margins	$	2,603,730	$	6,828,309	$	2,438,348	$	9,164,878	$	5,300,900		$	1,422,401	$	10,201,724	$	7,587,619		$	5,859,414		$	3,770,737
2005
Operating Revenue & Patronage Capital			$	55,860,401	$	57,692,508	$	31,025,957	$	83,919,057	$	76,558,791		$	28,263,079	$	322,532,220	$	107,338,119		$	120,046,826		$	43,879,332
Depreciation and Amortization				1,978,552		4,631,091		1,886,274		5,549,689		4,109,333			1,545,330		15,666,093		4,637,635			6,212,352			3,968,152
Other Operating Expenses				51,464,687		46,911,553		27,201,028		71,751,422		68,425,839			24,637,966		279,942,737		97,496,054			111,289,537			37,871,867
	Electric Operating Margin		$	2,417,162	$	6,149,864	$	1,938,655	$	6,617,946	$	4,023,619		$	2,079,783	$	26,923,390	$	5,204,430		$	2,544,937		$	2,039,313
Other Income				1,030,935		1,099,002		779,890		1,459,901		1,625,948			409,740		10,200,876		1,675,671			1,086,516			826,680
	Gross Operating Margin		$	3,448,097	$	7,248,866	$	2,718,545	$	8,077,847	$	5,649,567		$	2,489,523	$	37,124,266	$	6,880,101		$	3,631,453		$	2,865,993
Interest on Long-term Debt				1,262,794		2,364,854		1,366,335		4,005,536		3,639,408			1,678,552		14,691,542		3,511,932			6,155,373			1,704,275
Other Deductions				15,331		288		3,986		53,587		13,877			1,990		4,072,084		0			961,281			159,836
		Net Margins	$	2,169,972	$	4,883,724	$	1,348,224	$	4,018,724	$	1,996,282		$	808,981	$	18,360,640	$	3,368,169		$	(3,485,201	)	$	1,001,882
2004
Operating Revenue & Patronage Capital			$	44,891,898	$	47,647,276	$	28,815,208	$	71,010,696	$	65,547,149		$	23,888,018	$	286,952,916	$	92,983,566		$	108,346,211		$	39,254,345
Depreciation and Amortization				1,927,641		4,368,048		2,049,458		5,388,525		3,698,115			1,453,376		14,469,870		4,381,109			5,935,200			3,736,798
Other Operating Expenses				40,554,073		38,930,924		24,946,076		58,004,987		52,619,303			20,719,044		241,119,831		83,416,526			95,142,842			32,132,999
	Electric Operating Margin		$	2,410,184	$	4,348,304	$	1,819,674	$	7,617,184	$	9,229,731		$	1,715,598	$	31,363,215	$	5,185,931		$	7,268,169		$	3,384,548
Other Income				678,613		568,915		887,592		993,740		1,082,630			356,392		8,809,327		1,351,875			2,811,998			734,380
	Gross Operating Margin		$	3,088,797	$	4,917,219	$	2,707,266	$	8,610,924	$	10,312,361		$	2,071,990	$	40,172,542	$	6,537,806		$	10,080,167		$	4,118,928
Interest on Long-term Debt				1,216,188		1,660,722		1,348,413		3,492,288		3,661,675			1,555,276		12,993,938		2,975,916			5,290,452			1,550,524
Other Deductions				64,967		21,867		5,882		4,252		26,607			2,164		2,283,415		0			732,522			14,993
		Net Margins	$	1,807,642	$	3,234,630	$	1,352,971	$	5,114,384	$	6,624,079		$	514,550	$	24,895,189	$	3,561,890		$	4,057,193		$	2,553,411
			Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke			Pataula(1)		Planters		Rayle			Satilla			Sawnee
2006
Operating Revenue & Patronage Capital			$	12,983,872	$	41,865,476	$	17,630,587	$	23,629,374	$	54,232,956		$	0	$	23,296,737	$	28,714,713		$	89,426,846		$	262,585,818
Depreciation and Amortization				867,371		2,756,193		1,120,950		1,439,092		3,495,668			0		1,533,823		2,029,802			3,907,140			11,453,467
Other Operating Expenses				11,163,683		35,351,153		15,236,133		19,921,234		46,261,194			0		19,630,752		23,726,618			78,971,999			233,777,644
	Electric Operating Margin		$	952,818	$	3,758,130	$	1,273,504	$	2,269,048	$	4,476,094		$	0	$	2,132,162	$	2,958,293		$	6,547,707		$	17,354,707
Other Income				256,487		733,506		287,519		542,448		798,337			0		543,910		472,792			1,574,928			(1,955,097	)
	Gross Operating Margin		$	1,209,305	$	4,491,636	$	1,561,023	$	2,811,496	$	5,274,431		$	0	$	2,676,072	$	3,431,085		$	8,122,635		$	15,399,610
Interest on Long-term Debt				788,987		1,345,987		1,034,290		1,722,077		3,219,368			0		1,107,369		1,888,948			2,830,640			9,857,170
Other Deductions				27,296		474,010		19,952		128,398		131,439			0		1,230		57,663			1,247,935			131,111
		Net Margins	$	393,022	$	2,671,639	$	506,781	$	961,021	$	1,923,624		$	0	$	1,567,473	$	1,484,474		$	4,044,060		$	5,411,329
2005
Operating Revenue & Patronage Capital			$	12,750,217	$	39,913,373	$	16,941,586	$	22,093,039	$	35,304,081		$	6,446,994	$	22,753,857	$	25,164,139		$	86,200,367		$	253,812,721
Depreciation and Amortization				834,142		2,617,253		1,061,143		1,395,940		3,302,421			462,440		1,462,731		1,881,788			3,663,697			10,540,529
Other Operating Expenses				11,199,633		34,786,964		14,671,990		19,042,143		45,260,958			4,676,721		18,977,960		23,753,990			79,278,223			227,306,608
	Electric Operating Margin		$	716,442	$	2,509,156	$	1,208,453	$	1,654,956	$	(13,259,298	)	$	1,307,833	$	2,313,166	$	(471,639	)	$	3,258,447		$	15,965,584
Other Income				200,624		598,410		138,764		441,781		15,637,297			162,979		453,766		375,780			1,282,616			1,584,923
	Gross Operating Margin		$	917,066	$	3,107,566	$	1,347,217	$	2,096,737	$	2,377,999		$	1,470,812	$	2,766,932	$	(95,859	)	$	4,541,063		$	17,550,507
Interest on Long-term Debt				646,061		1,130,052		997,175		1,468,261		2,818,186			133,865		1,009,408		1,655,004			2,407,142			9,442,014
Other Deductions				99,819		355,783		29,527		54,288		356,216			0		38,778		16,925			385,792			232,409
		Net Margins	$	171,186	$	1,621,731	$	320,515	$	574,188	$	(796,403	)	$	1,336,947	$	1,718,746	$	(1,767,788	)	$	1,748,129		$	7,876,084
2004
Operating Revenue & Patronage Capital			$	10,096,571	$	35,972,403	$	15,497,599	$	20,006,609	$	43,794,405		$	6,427,602	$	20,170,563	$	22,038,384		$	73,421,564		$	222,155,089
Depreciation and Amortization				807,152		2,450,982		1,015,696		1,343,722		3,163,213			441,794		1,564,801		1,729,557			3,368,395			10,469,496
Other Operating Expenses				8,796,764		31,640,197		12,749,116		17,159,007		37,841,003			5,592,556		17,035,182		18,594,748			66,021,053			196,963,300
	Electric Operating Margin		$	492,655	$	1,881,224	$	1,732,787	$	1,503,880	$	2,790,189		$	393,252	$	1,570,580	$	1,714,079		$	4,032,116		$	14,722,293
Other Income				172,351		566,815		141,055		386,620		879,098			128,982		341,249		333,086			1,118,034			(1,563,817	)
	Gross Operating Margin		$	665,006	$	2,448,039	$	1,873,842	$	1,890,500	$	3,669,287		$	522,234	$	1,911,829	$	2,047,165		$	5,150,150		$	13,158,476
Interest on Long-term Debt				557,832		783,102		919,047		1,194,352		2,698,038			269,550		867,409		1,459,133			2,223,721			8,333,598
Other Deductions				67,466		146,077		27,347		41,425		168,643			3,153		47,531		2,667			220,233			333,093
		Net Margins	$	39,708	$	1,518,860	$	927,448	$	654,723	$	802,606		$	249,531	$	996,889	$	585,365		$	2,706,196		$	4,491,785

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

Table 5 (continued)

			Excelsior			Grady			GreyStone			Habersham		Hart			Irwin		Jackson			Jefferson		Little Ocmulgee
2006
Operating Revenue & Patronage Capital			$	32,189,091		$	31,110,331		$	200,452,145		$	46,459,789	$	53,287,226		$	20,747,970	$	391,595,721		$	51,649,840	$	17,100,264
Depreciation and Amortization				1,621,074			2,043,677			9,095,176			3,870,837		3,611,560			1,809,520		20,184,484			3,344,343		1,122,175
Other Operating Expenses				28,594,603			25,996,712			167,069,779			38,500,606		44,324,947			16,289,566		339,630,669			43,864,329		14,527,049
	Electric Operating Margin		$	1,973,414		$	3,069,942		$	24,287,190		$	4,088,346	$	5,350,719		$	2,648,884	$	31,780,568		$	4,441,168	$	1,451,040
Other Income				1,376,559			320,110			3,227,982			466,177		1,052,540			361,926		10,470,700			1,383,901		108,711
	Gross Operating Margin		$	3,349,973		$	3,390,052		$	27,515,172		$	4,554,523	$	6,403,259		$	3,010,810	$	42,251,268		$	5,825,069	$	1,559,751
Interest on Long-term Debt				1,396,797			1,215,712			8,879,210			2,845,719		2,921,642			1,502,804		19,376,043			3,112,730		1,215,412
Other Deductions				9,266			292,148			152,210			24,242		3,659			30,591		17,666			170,742		10,248
		Net Margins	$	1,943,910		$	1,882,192		$	18,483,752		$	1,684,562	$	3,477,958		$	1,477,415	$	22,857,559		$	2,541,597	$	334,091
2005
Operating Revenue & Patronage Capital			$	29,708,871		$	29,530,974		$	181,185,646		$	42,410,345	$	48,929,775		$	18,999,500	$	385,641,782		$	49,850,672	$	16,055,225
Depreciation and Amortization				1,595,409			2,077,258			8,288,541			3,271,811		3,431,805			4,704,900		18,867,009			3,127,735		1,054,452
Other Operating Expenses				26,320,649			25,545,107			154,458,492			36,379,757		42,049,648			12,574,660		339,406,389			41,787,509		13,989,750
	Electric Operating Margin		$	1,792,813		$	1,908,609		$	18,438,613		$	2,758,777	$	3,448,322		$	1,719,940	$	27,368,384		$	4,935,428	$	1,011,023
Other Income				1,041,060			462,703			2,265,780			669,869		1,043,420			477,791		9,692,608			1,121,249		82,063
	Gross Operating Margin		$	2,833,873		$	2,371,312		$	20,704,393		$	3,428,646	$	4,491,742		$	2,197,731	$	37,060,992		$	6,056,677	$	1,093,086
Interest on Long-term Debt				1,287,720			1,137,263			7,971,186			2,572,883		2,752,751			1,364,658		17,281,543			2,839,738		855,666
Other Deductions				0			106,624			105,825			183,672		5,501			46,241		406,308			28,377		16,500
		Net Margins	$	1,546,153		$	1,127,425		$	12,627,382		$	672,091	$	1,733,490		$	786,832	$	19,373,141		$	3,188,562	$	220,920
2004
Operating Revenue & Patronage Capital			$	24,725,744		$	26,979,957		$	153,964,898		$	36,754,489	$	43,834,571		$	17,305,321	$	297,554,225		$	46,646,847	$	13,797,402
Depreciation and Amortization				1,418,038			1,826,911			7,594,022			2,941,408		3,264,969			1,610,586		17,574,799			3,002,846		1,020,526
Other Operating Expenses				21,550,384			23,375,375			125,470,699			31,044,890		36,738,074			14,309,750		256,913,860			38,948,943		11,797,894
	Electric Operating Margin		$	1,757,322		$	1,777,671		$	20,900,177		$	2,768,191	$	3,831,528		$	1,384,985	$	23,065,566		$	4,695,058	$	978,982
Other Income				5,553,680			155,789			1,070,408			377,347		877,397			432,668		6,534,061			970,042		91,172
	Gross Operating Margin		$	7,311,002		$	1,933,460		$	21,970,585		$	3,145,538	$	4,708,925		$	1,817,653	$	29,599,627		$	5,665,100	$	1,070,154
Interest on Long-term Debt				1,341,625			737,140			7,130,939			1,994,995		2,215,175			1,198,997		15,844,614			2,717,907		800,257
Other Deductions				0			123,757			177,426			55,979		2,750			59,352		76,539			14,706		18,000
		Net Margins	$	5,969,377		$	1,072,563		$	14,662,220		$	1,094,564	$	2,491,000		$	559,304	$	13,678,474		$	2,932,487	$	251,897
			Slash Pine			Snapping Shoals			Southern Rivers			Sumter		Three Notch			Tri-County		Upson			Walton		Washington		MEMBER TOTAL
2006
Operating Revenue & Patronage Capital			$	14,833,718		$	146,811,420		$	29,706,984		$	33,334,406	$	23,195,458		$	33,909,056	$	11,678,278		$	207,784,869	$	34,195,184	$	2,947,043,208
Depreciation and Amortization				601,254			6,893,925			1,592,101			2,013,126		1,261,442			2,256,003		644,906			9,108,183		1,753,975		156,535,552
Other Operating Expenses				12,369,824			128,530,306			25,557,545			27,667,062		20,493,069			27,109,876		10,064,630			179,984,669		30,093,596		2,534,919,085
	Electric Operating Margin		$	1,862,640		$	11,387,189		$	2,557,338		$	3,654,218	$	1,440,947		$	4,543,177	$	968,742		$	18,692,017	$	2,347,613	$	255,588,571
Other Income				243,903			2,422,659			769,986			709,104		398,878			535,301		511,767			6,412,517		519,583		56,823,818
	Gross Operating Margin		$	2,106,543		$	13,809,848		$	3,327,324		$	4,363,322	$	1,839,825		$	5,078,478	$	1,480,509		$	25,104,534	$	2,867,196	$	312,412,389
Interest on Long-term Debt				633,270			4,782,878			1,207,447			1,914,441		1,248,321			2,271,253		496,496			4,307,365		1,542,211		132,020,262
Other Deductions				819,863			35,877			0			39,573		149,645			165,106		15,933			537,042		0		11,756,750
		Net Margins	$	653,410		$	8,991,093		$	2,119,877		$	2,409,308	$	441,859		$	2,642,119	$	968,080		$	20,260,127	$	1,324,985	$	168,635,377
2005
Operating Revenue & Patronage Capital			$	13,558,611		$	133,842,142		$	27,136,334		$	30,685,896	$	21,368,115		$	30,213,672	$	10,962,970		$	193,372,459	$	30,593,303	$	2,742,542,956
Depreciation and Amortization				567,823			6,307,976			1,495,793			1,931,462		1,227,062			1,962,400		610,086			8,557,649		1,702,457		148,188,213
Other Operating Expenses				11,941,002			121,392,749			24,232,605			25,242,353		19,501,858			26,009,716		9,483,282			179,250,853		27,351,961		2,432,866,220
	Electric Operating Margin		$	1,049,786		$	6,141,417		$	1,407,936		$	3,512,081	$	639,195		$	2,241,556	$	869,602		$	5,563,957	$	1,538,885	$	161,488,523
Other Income				(1,286,994	)		5,289,752			621,085			763,016		299,731			484,285		303,982			197,233		766,821		65,367,553
	Gross Operating Margin		$	(237,208	)	$	11,431,169		$	2,029,021		$	4,275,097	$	938,926		$	2,725,841	$	1,173,584		$	5,761,190	$	2,305,706	$	226,856,076
Interest on Long-term Debt				619,298			4,626,493			1,056,562			1,911,688		1,105,067			2,072,353		390,297			3,672,756		1,408,614		117,014,305
Other Deductions				28,063			57,069			0			45,622		153,658			134,387		15,562			191,201		17,656		8,394,063
		Net Margins	$	(884,569	)	$	6,747,607		$	972,459		$	2,317,787	$	(319,799	)	$	519,101	$	767,725		$	1,897,233	$	879,436	$	101,447,708
2004
Operating Revenue & Patronage Capital			$	11,678,398		$	119,862,150		$	24,472,548		$	27,347,423	$	20,443,553		$	26,623,811	$	10,564,595		$	164,940,029	$	27,816,060	$	2,374,230,093
Depreciation and Amortization				494,661			6,014,721			1,420,437			1,862,835		1,191,392			1,804,489		590,204			8,057,552		1,661,761		137,115,105
Other Operating Expenses				10,384,128			97,543,150			20,877,874			23,487,531		18,164,757			22,433,056		9,026,465			145,461,723		23,376,948		2,030,885,032
	Electric Operating Margin		$	799,609		$	16,304,279		$	2,174,237		$	1,997,057	$	1,087,404		$	2,386,266	$	947,926		$	11,420,754	$	2,777,351	$	206,229,956
Other Income				238,347			(6,085,121	)		(220,031	)		672,699		267,512			433,922		235,647			1,688,236		378,514		34,451,224
	Gross Operating Margin		$	1,037,956		$	10,219,158		$	1,954,206		$	2,669,756	$	1,354,916		$	2,820,188	$	1,183,573		$	13,108,990	$	3,155,865	$	240,681,180
Interest on Long-term Debt				507,389			4,053,984			830,139			1,690,479		845,622			1,835,991		329,021			4,250,000		1,179,109		104,554,557
Other Deductions				500			65,994			0			96,260		94,684			100,889		(13,252	)		118,299		35,313		5,241,500
		Net Margins	$	530,067		$	6,099,180		$	1,124,067		$	883,017	$	414,610		$	883,308	$	867,804		$	8,740,691	$	1,941,443	$	130,885,123

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 6

CONDENSED BALANCE SHEET INFORMATION OF EACH MEMBER
(as of December 31)

				Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2006
ASSETS
	Total Utility Plant(2)			$	75,680,592	$	150,420,968	$	94,645,201	$	177,648,571	$	152,093,523	$	57,886,144	$	568,881,901	$	162,683,913	$	236,595,078	$	102,513,802
	Depreciation				19,263,622		37,625,396		33,512,101		32,344,092		26,660,315		10,935,638		105,674,895		37,199,077		53,442,571		37,383,394
		Net Plant			56,416,970		112,795,572		61,133,100		145,304,479		125,433,208		46,950,506		463,207,006		125,484,836		183,152,507		65,130,408
	Other Assets				34,085,257		20,443,027		20,751,492		54,251,310		32,887,448		10,777,344		305,574,374		55,358,633		56,242,591		15,168,805
			Total Assets	$	90,502,227	$	133,238,599	$	81,884,592	$	199,555,789	$	158,320,656	$	57,727,850	$	768,781,380	$	180,843,469	$	239,395,098	$	80,299,213
EQUITY & LIABILITIES
	Equity			$	58,031,152	$	54,431,741	$	31,504,239	$	69,913,483	$	57,488,946	$	19,173,088	$	252,429,739	$	80,755,740	$	62,116,719	$	45,012,359
	Long-term Debt				21,730,214		53,599,995		40,043,493		102,814,311		86,138,503		30,241,920		332,266,714		68,681,761		145,599,660		27,139,860
	Other Liabilities				10,740,861		25,206,863		10,336,860		26,827,995		14,693,207		8,312,842		184,084,927		31,405,968		31,678,719		8,146,994
		Total Equity and Liabilities		$	90,502,227	$	133,238,599	$	81,884,592	$	199,555,789	$	158,320,656	$	57,727,850	$	768,781,380	$	180,843,469	$	239,395,098	$	80,299,213
2005
ASSETS
	Total Utility Plant(2)			$	73,047,646	$	142,425,337	$	80,842,257	$	167,688,406	$	140,994,451	$	53,235,515	$	527,351,322	$	152,148,088	$	222,028,870	$	95,725,417
	Depreciation				18,023,079		36,692,702		30,613,633		33,379,033		25,074,324		10,123,881		92,641,182		34,398,414		49,088,077		33,825,488
		Net Plant			55,024,567		105,732,635		50,228,624		134,309,373		115,920,127		43,111,634		434,710,140		117,749,674		172,940,793		61,899,929
	Other Assets				32,930,952		19,442,366		14,454,187		42,540,476		28,260,876		10,667,858		281,038,893		59,968,093		52,636,537		14,804,000
			Total Assets	$	87,955,519	$	125,175,001	$	64,682,811	$	176,849,849	$	144,181,003	$	53,779,492	$	715,749,033	$	177,717,767	$	225,577,330	$	76,703,929
EQUITY & LIABILITIES
	Equity			$	55,693,280	$	49,460,987	$	29,297,915	$	62,458,159	$	53,156,717	$	17,845,035	$	242,227,766	$	74,209,737	$	54,171,121	$	41,288,096
	Long-term Debt				22,647,691		54,038,672		22,944,872		87,231,460		75,323,960		31,194,694		329,136,448		71,102,678		127,407,233		27,537,987
	Other Liabilities				9,614,548		21,675,342		12,440,024		27,160,230		15,700,326		4,739,763		144,384,819		32,405,352		43,998,976		7,877,846
		Total Equity and Liabilities		$	87,955,519	$	125,175,001	$	64,682,811	$	176,849,849	$	144,181,003	$	53,779,492	$	715,749,033	$	177,717,767	$	225,577,330	$	76,703,929
2004
ASSETS
	Total Utility Plant(2)			$	68,342,564	$	134,897,748	$	75,330,188	$	157,337,727	$	130,773,300	$	49,967,739	$	498,436,390	$	144,754,068	$	211,408,339	$	91,132,307
	Depreciation				16,435,145		34,577,863		29,672,305		34,090,877		23,520,737		8,912,125		81,725,078		30,916,662		44,964,533		30,365,027
		Net Plant			51,907,419		100,319,885		45,657,883		123,246,850		107,252,563		41,055,614		416,711,312		113,837,406		166,443,806		60,767,280
	Other Assets				26,739,068		19,011,237		13,931,821		31,487,556		25,009,497		12,623,064		211,882,746		51,004,213		48,314,049		11,404,499
			Total Assets	$	78,646,487	$	119,331,122	$	59,589,704	$	154,734,406	$	132,262,060	$	53,678,678	$	628,594,058	$	164,841,619	$	214,757,855	$	72,171,779
EQUITY & LIABILITIES
	Equity			$	47,844,185	$	45,749,776	$	28,222,349	$	58,565,577	$	53,003,996	$	17,034,019	$	226,242,513	$	73,615,633	$	58,222,114	$	40,447,713
	Long-term Debt				24,974,380		55,752,169		22,635,367		71,961,423		68,490,315		32,010,779		257,165,247		59,379,886		107,736,024		25,739,043
	Other Liabilities				5,827,922		17,829,177		8,731,988		24,207,406		10,767,749		4,633,880		145,186,298		31,846,100		48,799,717		5,985,023
		Total Equity and Liabilities		$	78,646,487	$	119,331,122	$	59,589,704	$	154,734,406	$	132,262,060	$	53,678,678	$	628,594,058	$	164,841,619	$	214,757,855	$	72,171,779
				Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Pataula(1)		Planters		Rayle		Satilla		Sawnee
2006
ASSETS
	Total Utility Plant(2)			$	28,571,363	$	103,595,814	$	41,939,842	$	51,986,720	$	128,101,912	$	0	$	49,408,481	$	70,229,868	$	139,142,208	$	384,099,810
	Depreciation				5,229,858		17,238,679		9,460,397		9,354,566		30,385,604		0		14,303,110		20,404,776		23,076,675		65,591,862
		Net Plant			23,341,505		86,357,135		32,479,445		42,632,154		97,716,308		0		35,105,371		49,825,092		116,065,533		318,507,948
	Other Assets				5,191,813		19,205,412		9,139,319		11,999,837		21,934,828		0		14,585,715		10,596,025		37,269,217		59,943,770
			Total Assets	$	28,533,318	$	105,562,547	$	41,618,764	$	54,631,991	$	119,651,136	$	0	$	49,691,086	$	60,421,117	$	153,334,750	$	378,451,718
EQUITY & LIABILITIES
	Equity			$	11,700,362	$	60,253,735	$	16,553,907	$	17,833,057	$	39,126,889	$	0	$	23,066,398	$	17,436,367	$	54,922,073	$	127,473,251
	Long-term Debt				14,402,577		28,706,819		20,685,010		27,118,627		61,954,482		0		22,093,576		35,065,618		54,607,041		195,021,558
	Other Liabilities				2,430,379		16,601,993		4,379,847		9,680,307		18,569,765		0		4,531,112		7,919,132		43,805,636		55,956,909
		Total Equity and Liabilities		$	28,533,318	$	105,562,547	$	41,618,764	$	54,631,991	$	119,651,136	$	0	$	49,691,086	$	60,421,117	$	153,334,750	$	378,451,718
2005
ASSETS
	Total Utility Plant(2)			$	29,075,517	$	97,122,813	$	40,863,119	$	49,520,404	$	118,649,851	$	15,639,657	$	47,541,491	$	65,276,294	$	129,063,640	$	362,686,977
	Depreciation				7,056,088		16,066,152		9,316,601		8,886,168		28,297,560		3,603,489		13,284,393		19,253,969		22,399,160		61,894,605
		Net Plant			22,019,429		81,056,661		31,546,518		40,634,236		90,352,291		12,036,168		34,257,098		46,022,325		106,664,480		300,792,372
	Other Assets				5,578,076		21,222,228		9,177,557		11,275,647		21,780,432		4,134,303		11,800,558		10,009,211		36,281,198		66,186,924
			Total Assets	$	27,597,505	$	102,278,889	$	40,724,075	$	51,909,883	$	112,132,723	$	16,170,471	$	46,057,656	$	56,031,536	$	142,945,678	$	366,979,296
EQUITY & LIABILITIES
	Equity			$	11,289,344	$	57,819,147	$	16,216,290	$	17,356,062	$	37,373,023	$	3,073,147	$	21,929,852	$	16,244,490	$	52,171,103	$	122,878,455
	Long-term Debt				14,227,656		26,686,062		20,404,474		27,930,967		61,663,717		973,689		19,432,507		33,664,991		44,330,014		190,078,992
	Other Liabilities				2,080,505		17,773,680		4,103,311		6,622,854		13,095,983		12,123,635		4,695,297		6,122,055		46,444,561		54,021,849
		Total Equity and Liabilities		$	27,597,505	$	102,278,889	$	40,724,075	$	51,909,883	$	112,132,723	$	16,170,471	$	46,057,656	$	56,031,536	$	142,945,678	$	366,979,296
2004
ASSETS
	Total Utility Plant(2)			$	28,138,134	$	90,466,954	$	38,998,256	$	46,273,454	$	111,637,836	$	15,090,253	$	46,732,441	$	61,185,310	$	116,529,816	$	352,085,395
	Depreciation				6,656,787		15,137,030		8,773,805		8,030,157		26,477,547		3,777,998		13,041,979		17,731,042		20,929,891		58,531,205
		Net Plant			21,481,347		75,329,924		30,224,451		38,243,297		85,160,289		11,312,255		33,690,462		43,454,268		95,599,925		293,554,190
	Other Assets				4,771,339		17,336,822		7,736,474		10,782,555		18,813,437		3,221,923		9,865,256		9,139,730		36,072,290		76,887,769
			Total Assets	$	26,252,686	$	92,666,746	$	37,960,925	$	49,025,852	$	103,973,726	$	14,534,178	$	43,555,718	$	52,593,998	$	131,672,215	$	370,441,959
EQUITY & LIABILITIES
	Equity			$	11,112,912	$	56,405,879	$	16,080,589	$	17,098,858	$	38,515,615	$	7,630,467	$	20,624,890	$	18,201,349	$	53,015,041	$	115,789,799
	Long-term Debt				11,474,757		24,379,434		18,100,092		25,412,916		51,053,867		6,041,239		17,594,079		29,147,663		45,982,016		195,522,020
	Other Liabilities				3,665,017		11,881,433		3,780,244		6,514,078		14,404,244		862,472		5,336,749		5,244,986		32,675,158		59,130,140
		Total Equity and Liabilities		$	26,252,686	$	92,666,746	$	37,960,925	$	49,025,852	$	103,973,726	$	14,534,178	$	43,555,718	$	52,593,998	$	131,672,215	$	370,441,959

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

(2)

Including construction work in progress.

Table 6 (continued)

				Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2006
ASSETS
	Total Utility Plant(2)			$	59,042,364	$	66,289,506	$	315,548,377	$	115,174,455	$	124,723,672	$	56,215,768	$	648,333,788	$	110,314,624	$	42,656,195
	Depreciation				12,602,886		12,621,455		53,818,667		29,650,777		30,844,387		15,617,614		140,094,597		21,755,628		10,151,837
		Net Plant			46,439,478		53,668,051		261,729,710		85,523,678		93,879,285		40,598,154		508,239,191		88,558,996		32,504,358
	Other Assets				21,138,639		14,751,160		75,735,186		16,191,762		20,622,726		9,353,436		206,738,335		32,333,219		7,265,908
			Total Assets	$	67,578,117	$	68,419,211	$	337,464,896	$	101,715,440	$	114,502,011	$	49,951,590	$	714,977,526	$	120,892,215	$	39,770,266
EQUITY & LIABILITIES
	Equity			$	34,054,440	$	33,481,319	$	127,999,885	$	33,414,937	$	48,027,176	$	16,963,348	$	232,028,386	$	47,618,311	$	12,849,893
	Long-term Debt				24,622,407		23,179,603		162,199,878		55,162,088		51,292,611		28,656,567		357,277,815		56,773,060		21,681,047
	Other Liabilities				8,901,270		11,758,289		47,265,133		13,138,415		15,182,224		4,331,675		125,671,325		16,500,844		5,239,326
		Total Equity and Liabilities		$	67,578,117	$	68,419,211	$	337,464,896	$	101,715,440	$	114,502,011	$	49,951,590	$	714,977,526	$	120,892,215	$	39,770,266
2005
ASSETS
	Total Utility Plant(2)			$	56,796,376	$	62,747,786	$	280,370,449	$	105,939,375	$	116,779,415	$	53,546,166	$	600,789,158	$	106,252,338	$	40,184,036
	Depreciation				12,145,610		11,835,107		48,988,638		27,147,886		28,429,280		14,278,703		125,639,385		21,182,371		9,531,370
		Net Plant			44,650,766		50,912,679		231,381,811		78,791,489		88,350,135		39,267,463		475,149,773		85,069,967		30,652,666
	Other Assets				16,691,429		14,260,338		67,204,402		18,405,146		21,892,796		7,523,635		175,320,896		27,919,439		7,133,471
			Total Assets	$	61,342,195	$	65,173,017	$	298,586,213	$	97,196,635	$	110,242,931	$	46,791,098	$	650,470,669	$	112,989,406	$	37,786,137
EQUITY & LIABILITIES
	Equity			$	32,101,075	$	30,963,830	$	112,801,180	$	32,124,648	$	44,576,787	$	15,588,413	$	213,395,348	$	45,125,808	$	12,727,916
	Long-term Debt				20,713,447		24,173,209		155,893,313		52,147,469		51,794,941		27,412,244		291,866,076		52,715,227		19,831,673
	Other Liabilities				8,527,673		10,035,978		29,891,720		12,924,518		13,871,203		3,790,441		145,209,245		15,148,371		5,226,548
		Total Equity and Liabilities		$	61,342,195	$	65,173,017	$	298,586,213	$	97,196,635	$	110,242,931	$	46,791,098	$	650,470,669	$	112,989,406	$	37,786,137
2004
ASSETS
	Total Utility Plant(2)			$	54,472,227	$	59,765,743	$	257,522,861	$	98,861,988	$	109,591,660	$	50,151,554	$	557,350,263	$	101,674,340	$	38,352,652
	Depreciation				11,498,840		11,286,031		44,301,309		24,641,844		26,183,093		13,201,275		110,606,301		19,252,722		8,981,270
		Net Plant			42,973,387		48,479,712		213,221,552		74,220,144		83,408,567		36,950,279		446,743,962		82,421,618		29,371,382
	Other Assets				19,594,976		12,947,286		54,846,339		21,529,892		23,846,446		8,229,718		183,373,568		25,575,216		6,566,349
			Total Assets	$	62,568,363	$	61,426,998	$	268,067,891	$	95,750,036	$	107,255,013	$	45,179,997	$	630,117,530	$	107,996,834	$	35,937,731
EQUITY & LIABILITIES
	Equity			$	30,553,221	$	29,961,021	$	102,170,365	$	31,447,001	$	44,746,741	$	14,918,518	$	197,668,091	$	41,949,479	$	12,719,350
	Long-term Debt				22,830,263		24,407,610		140,001,087		45,871,807		49,635,593		25,013,078		289,811,908		51,389,297		18,235,083
	Other Liabilities				9,184,879		7,058,367		25,896,439		18,431,228		12,872,679		5,248,401		142,637,531		14,658,058		4,983,298
		Total Equity and Liabilities		$	62,568,363	$	61,426,998	$	268,067,891	$	95,750,036	$	107,255,013	$	45,179,997	$	630,117,530	$	107,996,834	$	35,937,731
				Slash Pine		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri-County		Upson		Walton		Washington		MEMBER TOTAL
2006
ASSETS
	Total Utility Plant(2)			$	24,624,605	$	208,851,716	$	51,047,947	$	77,040,045	$	44,230,092	$	77,629,642	$	21,805,999	$	297,497,813	$	61,507,530	$	5,178,659,849
	Depreciation				6,111,533		55,274,615		14,520,801		17,101,436		12,124,817		12,792,744		5,630,924		83,090,075		17,645,093		1,140,536,514
		Net Plant			18,513,072		153,577,101		36,527,146		59,938,609		32,105,275		64,836,898		16,175,075		214,407,738		43,862,437		4,038,123,335
	Other Assets				6,858,952		38,274,211		13,271,733		17,130,922		15,784,554		12,805,123		11,228,554		168,639,454		22,787,785		1,506,317,876
			Total Assets	$	25,372,024	$	191,851,312	$	49,798,879	$	77,069,531	$	47,889,829	$	77,642,021	$	27,403,629	$	383,047,192	$	66,650,222	$	5,544,441,211
EQUITY & LIABILITIES
	Equity			$	8,288,600	$	78,149,640	$	20,438,722	$	34,292,448	$	18,616,656	$	25,027,435	$	13,020,101	$	147,085,457	$	32,327,316	$	2,062,907,315
	Long-term Debt				12,499,991		75,510,883		22,806,198		36,256,628		25,078,600		45,716,642		10,464,287		176,120,957		29,468,711		2,582,679,712
	Other Liabilities				4,583,433		38,190,789		6,553,959		6,520,455		4,194,573		6,897,944		3,919,241		59,840,778		4,854,195		898,854,184
		Total Equity and Liabilities		$	25,372,024	$	191,851,312	$	49,798,879	$	77,069,531	$	47,889,829	$	77,642,021	$	27,403,629	$	383,047,192	$	66,650,222	$	5,544,441,211
2005
ASSETS
	Total Utility Plant(2)			$	23,670,557	$	191,808,458	$	47,487,059	$	72,646,070	$	42,814,086	$	71,305,243	$	20,378,222	$	279,324,450	$	60,258,261	$	4,844,024,577
	Depreciation				5,786,958		54,194,974		13,312,494		16,842,564		11,103,797		11,579,218		5,242,466		77,514,289		17,547,542		1,066,220,650
		Net Plant			17,883,599		137,613,484		34,174,565		55,803,506		31,710,289		59,726,025		15,135,756		201,810,161		42,710,719		3,777,803,927
	Other Assets				6,475,775		47,591,469		14,336,602		17,733,851		15,495,039		12,013,835		8,835,004		164,229,148		23,652,735		1,420,905,382
			Total Assets	$	24,359,374	$	185,204,953	$	48,511,167	$	73,537,357	$	47,205,328	$	71,739,860	$	23,970,760	$	366,039,309	$	66,363,454	$	5,198,709,309
EQUITY & LIABILITIES
	Equity			$	8,023,514	$	71,072,984	$	18,882,713	$	31,932,361	$	17,874,368	$	22,492,314	$	12,348,415	$	131,896,553	$	31,782,048	$	1,921,870,001
	Long-term Debt				12,295,641		78,597,298		22,873,024		35,137,947		23,973,300		39,577,498		8,561,906		185,385,582		29,728,019		2,420,636,578
	Other Liabilities				4,040,219		35,534,671		6,755,430		6,467,049		5,357,660		9,670,048		3,060,439		48,757,173		4,853,387		856,202,729
		Total Equity and Liabilities		$	24,359,374	$	185,204,953	$	48,511,167	$	73,537,357	$	47,205,328	$	71,739,860	$	23,970,760	$	366,039,308	$	66,363,454	$	5,198,709,308
2004
ASSETS
	Total Utility Plant (2)			$	23,086,878	$	170,433,289	$	43,808,663	$	71,099,213	$	41,680,407	$	65,646,559	$	19,725,428	$	262,455,732	$	58,262,529	$	4,553,460,205
	Depreciation				5,424,813		47,350,741		12,060,738		17,299,410		10,004,261		10,976,469		4,887,123		72,050,413		16,948,085		981,222,531
		Net Plant			17,662,065		123,082,548		31,747,925		53,799,803		31,676,146		54,670,090		14,838,305		190,405,319		41,314,444		3,572,237,674
	Other Assets				5,754,316		35,386,034		8,536,990		14,587,733		13,140,423		11,571,856		6,291,232		179,446,548		20,387,339		1,297,647,606
			Total Assets	$	23,416,381	$	158,468,582	$	40,284,915	$	68,387,536	$	44,816,569	$	66,241,946	$	21,129,537	$	369,851,867	$	61,701,783	$	4,869,885,280
EQUITY & LIABILITIES
	Equity			$	8,962,920	$	65,734,310	$	18,676,810	$	29,686,696	$	18,294,619	$	22,213,362	$	11,960,685	$	132,737,394	$	31,348,750	$	1,849,172,607
	Long-term Debt				11,851,159		61,790,776		15,814,522		30,673,985		20,612,436		35,364,429		6,636,804		185,347,924		24,981,374		2,210,821,851
	Other Liabilities				2,602,302		30,943,496		5,793,583		8,026,855		5,909,514		8,664,155		2,532,048		51,766,549		5,371,659		809,890,822
		Total Equity and Liabilities		$	23,416,381	$	158,468,582	$	40,284,915	$	68,387,536	$	44,816,569	$	66,241,946	$	21,129,537	$	369,851,867	$	61,701,783	$	4,869,885,280

(1)

Cobb EMC acquired the distribution system, and now serves the load, of Pataula EMC. Therefore Pataula's information is now combined with Cobb.

(2)

Including construction work in progress.

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FINANCIAL AND STATISTICAL INFORMATION FOR 38 MEMBERS OF OGLETHORPE POWER CORPORATION