8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 9, 2014

Oglethorpe Power Corporation

(An Electric Membership Corporation)

(Exact name of Registrant as specified in its charter)

GEORGIA	000-53908	58-1211925
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2100 East Exchange Place
Tucker, Georgia	30084-5336
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code(770) 270-7600

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01.Other Events.

On June 9, 2014, we entered into an Underwriting Agreement with Goldman Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, with respect to our issuance and sale of an aggregate principal amount of $250,000,000 of 4.55% First Mortgage Bonds, Series 2014 A under our Registration Statement on Form S-3 (File No. 333-192954) and related prospectus supplement and prospectus filed with the SEC. The first mortgage bonds are being issued  pursuant to an Indenture dated March 1, 1997 between us, formerly known as Oglethorpe Power Corporation (An Electric Generation & Transmission Corporation), and U.S. Bank National Association, as trustee, successor to SunTrust Bank, Atlanta, as trustee, as supplemented by the Sixty-Eighth Supplemental Indenture dated as of June 1, 2014 between us and the trustee.

The above-referenced underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.  The above-referenced indenture and supplemental indenture (including the form of the first mortgage bonds) are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.  In connection with the issuance of the first mortgage bonds, Sutherland Asbill & Brennan LLP is providing the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.

Exhibit 9.01Financial Statements and Exhibits

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated June 9, 2014, by and between Oglethorpe Power Corporation (An Electric Membership Corporation) and Goldman Sachs & Co. and Wells Fargo Securities, LLC, on behalf of themselves and the other underwriters named therein.
4.1	Indenture, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee. (Filed as Exhibit 4.8.1 to our Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
4.2	Sixty-Eighth Supplemental Indenture, dated as of June 1, 2014, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the first mortgage bonds, including the form of first mortgage bond attached as Exhibit B thereto.
5.1	Opinion of Sutherland Asbill & Brennan LLP, with respect to the validity of the first mortgage bonds.
23.1	Consent of Sutherland Asbill & Brennan LLP (included on Exhibit 5.1).

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SIGNATURE

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 hereunto duly authorized.

		OGLETHORPE POWER CORPORATION
		(AN ELECTRIC MEMBERSHIP CORPORATION)
Date:	June 10, 2014	By:	/s/ MICHAEL L. SMITH
			Michael L. Smith
			President and Chief Executive Officer

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EX-1.1

Exhibit 1.1

OGLETHORPE POWER CORPORATION

(An Electric Membership Corporation)

UNDERWRITING AGREEMENT

$250,000,000

4.55 % First Mortgage Bonds, Series 2014 A due 2044

Underwriting Agreement

June 9, 2014

Goldman, Sachs & Co.
200 West Street
New York, New York 10282

Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202

As Representatives of the Underwriters named in Schedule I hereto

Ladies and Gentlemen:

Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized under the laws of the State of Georgia (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), an aggregate of $250,000,000 principal amount of its 4.55% First Mortgage Bonds, Series 2014 A due 2044 (the “Securities”).  The Securities will be issued pursuant to an Indenture dated as of March 1, 1997 (the “Base Indenture”), made by the Company, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), to U.S. Bank National Association, successor to SunTrust Bank, Atlanta, as trustee (the “Trustee”), as amended and supplemented through and including the Sixty-Eighth Supplemental Indenture (the “Supplemental Indenture”) thereto to be dated as of June 1, 2014 (the Base Indenture, as so supplemented, the “Indenture”).

The Company hereby confirms its agreement with the Underwriters concerning the purchase and sale of the Securities, as follows:

1.Registration Statement.  The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-192954), including a prospectus, relating to the Securities.  Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430B Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Base Prospectus” means the base prospectus in the form in which it has most recently been filed with the Commission and declared effective on or prior to the date of this Agreement, the term “Preliminary Prospectus” means the Base Prospectus and the preliminary prospectus supplement dated June 9, 2014 filed with the Commission pursuant to Rule 424(b) under the Securities Act that omits the Rule 430B Information, and the term “Prospectus” means the Base Prospectus and the final prospectus supplement to be filed with the Commission pursuant to Rule 424(b) under the Securities Act and used by the Underwriters (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein.

For purposes of this Agreement, the “Time of Sale” is 5:00 P.M., New York City time, on the date of this Agreement.  The Preliminary Prospectus and each Issuer Free Writing Prospectus (as defined below) listed on Annex A hereto are collectively referred to as the “Time of Sale Information”.

2.Purchase of the Securities by the Underwriters.  (a) The Company agrees to issue and sell the Securities to the Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agree, jointly and severally, to purchase from the Company the Securities at a price equal to 98.495% of the principal amount thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b)The Company understands that the Underwriters intend to make a public offering of the Securities as soon after this Agreement has been executed and delivered as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in

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the Prospectus.  The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c)Payment for and delivery of the Securities will be made at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, NE, Atlanta, Georgia, 30309 at 10:00 A.M., New York City time, on June 12, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing.  The time and date of such payment and delivery is referred to herein as the “Closing Date”.

(d)Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the Representatives, acting on behalf of themselves and the other Underwriters, of one or more global bonds representing the Securities (collectively, the “Global Bond”) registered in the name of the nominee of The Depository Trust Company for the account of the Underwriters.  The Global Bond will be made available for inspection by the Representatives not later than 3:00 P.M., New York City time, on the business day prior to the Closing Date.

(e)The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.  The Company agrees that it will not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary duty to the Company, in connection with such transaction or the process leading thereto.

3.Representations and Warranties of the Company.  The Company represents and warrants to each Underwriter that:

(a)Preliminary Prospectus.  No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or, other than the Rule 430B Information, omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter

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furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

(b)Time of Sale Information.  The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c)Issuer Free Writing Prospectus.  The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto and (v) any electronic road show (not including question and answer sessions with investors) or other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d)Registration Statement and Prospectus.  The Registration Statement has been declared effective by the Commission.  No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust

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Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(e)Incorporated Documents.  The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f)Financial Statements.  The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its subsidiaries, as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information present fairly the information required to be stated therein; and the financial information under the heading “SELECTED FINANCIAL DATA” included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus is presented fairly and has been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, the Time of Sale Information and the Prospectus.  The financial and statistical information of each of the Company’s members (individually, a “Member” and collectively, the “Members”) contained in Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2014, filed with the SEC on May 12, 2014 (the “Form 10-Q”)

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accurately reflect the information provided by each Member to the Company for inclusion in such Exhibit to the Form 10-Q.

(g)No Material Adverse Change.  Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, the Company has not sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which loss or interference would have a material adverse effect on the general affairs, business, properties, management, financial position, patronage capital or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any (i) decrease in the patronage capital or (ii) increase in long-term debt of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus or as specified in the letter from Ernst & Young LLP provided pursuant to Section 6(f) hereof, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, properties, management, financial position, patronage capital or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus.

(h)Title to Real and Personal Property.  The Company has good and marketable title to all real property and good title to all personal property comprising part of the Trust Estate (as defined in the Indenture), in each case free and clear of all liens, encumbrances and defects except such as are described or referred to in the Registration Statement, the Time of Sale Information and the Prospectus, including such as are permitted under the Indenture, or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company and included in the Trust Estate are held by them under valid, subsisting and enforceable leases with such exceptions as are described or referred to in the Registration Statement, the Time of Sale Information and the Prospectus, including such as are permitted under the Indenture, or are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company comprising part of the Trust Estate and subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (collectively, the “Enforceability Exceptions”); and no notice has been given to the Company by any governmental authority of any proceeding to condemn or otherwise acquire any of the property of the Company and, to the best of the Company’s knowledge, no such proceeding is contemplated.

(i)Organization and Good Standing.  The Company has been duly incorporated and is validly existing as an electric cooperative corporation in good standing under the laws of the State of Georgia; the Company has the power and authority to own its properties and conduct its

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business as described in the Registration Statement, the Time of Sale Information and the Prospectus, and, in the case of the Company, to enter into and perform its obligations under this Agreement, the Indenture and the Securities (collectively, the “Transaction Documents”), and has been duly qualified as a foreign corporation in each jurisdiction in which such qualification is required and is in good standing under the laws of each such jurisdiction or is not subject to any material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

(j)The Indenture and the Securities.  The Securities have been duly authorized by the Company and, when executed, issued and delivered pursuant to this Agreement and the Indenture and paid for in accordance with the terms of this Agreement and authenticated in accordance with the terms of the Indenture, will have been validly executed, authenticated, issued and delivered and will constitute valid and binding obligations, enforceable in accordance with their terms, subject to the Enforceability Exceptions, and entitled to the benefits provided by the Indenture under which they are to be issued; the Indenture has been duly authorized and, when the Supplemental Indenture, which will be substantially in the form previously delivered to the Representatives, is executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject to the Enforceability Exceptions; and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Registration Statement, the Time of Sale Information and the Prospectus and the Securities will be in substantially the form previously delivered to the Representatives; the Indenture is duly qualified under the Trust Indenture Act.

(k)Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by the Company.

(l)Accuracy of Certain Statements.  The statements contained (A) in the Registration Statement, the Time of Sale Information and the Prospectus (i) under the captions “DESCRIPTION OF THE BONDS,” insofar as they purport to constitute a summary of the terms of the Securities and (ii) under the heading “DESCRIPTION OF THE FIRST MORTGAGE BONDS,” insofar as they purport to constitute a summary of certain provisions of the Indenture, are accurate summaries of such provisions and (B) in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, under the headings “BUSINESS — OGLETHORPE POWER CORPORATION” and “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” insofar as they purport to constitute summaries of certain provisions of the Indenture and the Amended and Restated Wholesale Power Contracts dated as of January 1, 2003 and amended as of June 1, 2005, constitute accurate summaries of such provisions.

(m)No Violation or Default.  The Company is not (i) in violation of its Articles of Incorporation or Bylaws or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) above, for any such default that would not, individually or in the aggregate, have a material adverse effect on the current or future financial

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position, patronage capital or results of operations of the Company or on the performance by the Company of its obligations under the Securities (a “Material Adverse Effect”).

(n)No Conflicts.  The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) result in any violation of the provisions of the Articles of Incorporation or Bylaws of the Company or (iii) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)No Consents Required.  No consent, approval, authorization, order, registration or qualification of or with any of the Members or any court or arbitrator or governmental or regulatory authority having authority over the Company or any of its properties is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation by the Company of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act and the qualification of the Indenture under the Trust Indenture Act (which have been obtained or made) and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

(p)Legal Proceedings.  Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is a party or to which any property of the Company is the subject that, individually or in the aggregate, if determined adversely to the Company would have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the issuance or sale of the Securities pursuant to this Agreement; and, to the best of the Company’s knowledge no such inquiries, investigations, actions, suits or proceedings are threatened by any governmental or regulatory authority or threatened by others.

(q)Independent Accountants.  Ernst & Young LLP who has delivered the letter set forth in Section 6(f) hereof, is an independent registered public accounting firm with respect to the Company within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

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(r)Subsidiaries.  The Company has no subsidiaries with any material assets or liabilities.

(s)Licenses and Permits.  The Company owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations (collectively, “Authorizations”) from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, except as described in the Registration Statement, the Time of Sale Information and the Prospectus or where the failure to own, possess or obtain such Authorizations or make such declarations and filings would not, individually or in the aggregate, have a Material Adverse Effect; and the Company has not received any actual notice of any proceeding relating to revocation or modification of any such Authorization, except as described in the Registration Statement, the Time of Sale Information and the Prospectus or where the revocation or modification of such Authorization would not, individually or in the aggregate, have a Material Adverse Effect; and the Company is in compliance with all Authorizations and laws and regulations relating to the conduct of its business as conducted as of the date hereof, except where such noncompliance would not, individually or in the aggregate, have a Material Adverse Effect.

(t)No Undisclosed Relationships.  No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, customers or suppliers of the Company, on the other, that is required by the Securities Act to be described in the Registration Statement, the Time of Sale Information and the Prospectus and that is not so described in such documents.

(u)Investment Company Act.  The Company is not, and after giving effect to the offering and sale of the Securities, will not be, an “investment company,” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(v)Taxes.  The Company has paid all federal, state and local taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its properties or assets that is likely to result in a Material Adverse Effect.

(w)No Labor Disputes.  There are no existing or, to the best of the Company’s knowledge, threatened labor disputes with the employees of the Company which are likely to have a Material Adverse Effect

(x)Lien of Indenture.  The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid first lien upon

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all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liens, charges and encumbrances; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding the Supplemental Indenture) has been duly recorded as a deed to secure debt, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be paid.

(y)Compliance With Environmental Laws.  The Company (i) is in compliance with any and all applicable federal, state and local laws, regulations, orders, decrees and judgments relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received or obtained all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(z)Disclosure Controls.  The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.  The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(aa)Accounting Controls.  The Company maintains “internal control over financial reporting” (as defined in Rule 13 a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, the

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Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company also maintains a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as required to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses or significant deficiencies in the Company’s internal control over financial reporting.

(bb)Insurance.  The Company maintains insurance covering its properties, operations, personnel and businesses as it deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Company and its businesses.

(cc)No Broker’s Fees.  The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(dd)No Registration Rights.  No person has the right to require the Company to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

(ee)No Stabilization.  The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(ff)Business with Cuba.  The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

(gg)Margin Rules.  Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(hh)Sarbanes-Oxley Act.  There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and

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regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ii)Status under the Securities Act.  The Company has paid the registration fee for the offering of the Securities pursuant to Rule 457 under the Securities Act.  At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

4.Further Agreements of the Company.  The Company covenants and agrees with each Underwriter that:

(a)Required Filings.  The Company will file the Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430B under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet in the form of Annex B hereto) to the extent required by Rule 433 under the Securities Act; and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below).  As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(b)Delivery of Copies.  The Company will deliver, without charge, to each Underwriter (i) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (ii) during the Prospectus Delivery Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request.

(c)Amendments or Supplements; Issuer Free Writing Prospectuses.  The Company will: (i) prepare and file any Issuer Free Writing Prospectus relating to the Securities in a form approved by the Representatives, (ii) make and file no amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus relating to the Securities, whether before or after the time that the Registration Statement becomes effective, without reasonable notice thereof to the Representatives, and (iii) furnish the Representatives with copies thereof.

(d)Notice to the Representatives.  The Company will advise the Representatives promptly, and confirm such advice in writing, (i) during the Prospectus Delivery Period when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) during the Prospectus Delivery Period of any request by the

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Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e)Time of Sale Information.  If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

(f)Ongoing Compliance.  If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

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(g)Blue Sky Compliance.  The Company will qualify the Securities for non-retail offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction and (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)Earning Statement.  The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i)Clear Market.  During the period from the date hereof through and including the date that is 45 days after the date hereof, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any taxable first mortgage bonds issued or guaranteed by the Company and having a tenor of more than one year.

(j)Use of Proceeds.  The Company will apply the net proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “USE OF PROCEEDS”.

(k)No Stabilization.  The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(l)Record Retention.  The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5.Certain Agreements of the Underwriters.  Each Underwriter hereby represents and agrees that:

(a)It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in

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advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company.

(b)It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

(c)The Underwriters will not sell the Securities in retail offerings.

6.Conditions of Underwriters’ Obligations.  The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a)Registration Compliance; No Stop Order.  No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b)Representations and Warranties.  The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof and on and as of the Closing Date.

(c)No Downgrade.  Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities issued or guaranteed by the Company by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities issued or guaranteed by the Company (other than an announcement with positive implications of a possible upgrading).

(d)No Material Adverse Change.  No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

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(e)Officers’ Certificate.  The Representatives shall have received on and as of the Closing Date a certificate of the chief executive officer and chief financial officer of the Company (i) confirming that each such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and that the representations and warranties of the Company in this Agreement are true and correct in all material respects and (ii) confirming that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f)Comfort Letters.  On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cutoff” date no more than three business days prior to the Closing Date.

(g)Opinion and 10b-5 Statement of Counsel for the Company.  Sutherland Asbill & Brennan LLP, counsel for the Company, and Chuck Whitney, Senior Vice President and General Counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion or opinions and, in the case of Sutherland Asbill & Brennan LLP, 10b-5 Statement or Statements, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in the form of opinion provided to the Representatives on the date hereof.

(h)Opinion and 10b-5 Statement of Counsel for the Underwriters.  The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(i)No Legal Impediment to Issuance.  No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(j)Good Standing.  The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the

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Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(k)Additional Documents.  On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7.Indemnification and Contribution.

(a)Indemnification of the Underwriters.  The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b)Indemnification of the Company.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: under the caption “UNDERWRITING” in the Prospectus, the concession and

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reallowance figures in the third paragraph, the market stabilization activities described in the fifth (fourth sentence only) and seventh paragraphs and the other information included in the twelfth and thirteenth paragraphs applicable to the respective Underwriters.

(c)Notice and Procedures.  If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to Section 7 that the Indemnifying Party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary or (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred.  Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

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(d)Contribution.  If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities.  The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)Limitation on Liability.  The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f)Non-Exclusive Remedies.  The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

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8.Effectiveness of Agreement.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9.Termination.  This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or there has occurred a material disruption in commercial banking or securities settlement or clearance services; or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10.Payment of Expenses.  (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses of counsel to the Underwriters; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by rating agencies for rating the Securities; (viii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (ix) the costs and charges of any transfer agent and any registrar; (x) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

(b)If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

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11.Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof.  Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.  No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

12.Survival.  The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

13.Certain Defined Terms.  For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

14.Miscellaneous.  (a) Authority of the Representatives.  Each of the Representatives is duly authorized to act hereunder on behalf of the other Underwriters.  Any action by the Underwriters hereunder may be taken by any Representative alone on behalf of the Underwriters, and any such action taken by a Representative shall be binding upon all the Underwriters.

(b)Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Underwriters shall be given to the Representatives at Goldman, Sachs and Co., 200 West Street, New York, New York 10282 (fax: (212) 256-2371); Attention: David Randolph and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, (fax: (704) 410-0326), Attention: Transaction Management.  Notices to the Company shall be given to it at 2100 East Exchange Place, Tucker, Georgia 30084-5336 (fax: (770) 270-7872); Attention: Executive Vice President and Chief Financial Officer.

(c)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(d)Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

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(e)Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(f)Headings.  The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signatures on following page.]

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
OGLETHORPE POWER CORPORATION (An Electric Membership Corporation)
By:	/s/ ELIZABETH B. HIGGINS
Name:	Elizabeth B. Higgins
Title:	Executive Vice President and
	Chief Financial Officer

Accepted: June 9, 2014
GOLDMAN, SACHS & CO.
By:	/s/ MARK GLOTFELTY
Name:	Mark Glotfelty
Title:	Vice President

WELLS FARGO SECURITIES, LLC
By:	/s/ CAROLYN HURLEY
Name:	Carolyn Hurley
Title:	Director

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Schedule I

Name of Underwriters	Principal Amount of Securities
Goldman, Sachs & Co.	$	50,000,000
Wells Fargo Securities, LLC	50,000,000
J.P. Morgan Securities LLC	20,000,000
Merrill Lynch, Pierce Fenner & Smith Incorporated	20,000,000
Mitsubishi UFJ Securities (USA), Inc.	20,000,000
SunTrust Robinson Humphrey, Inc.	20,000,000
BMO Capital Markets GKST Inc.	14,000,000
Fifth Third Securities, Inc.	14,000,000
Mizuho Securities USA Inc.	14,000,000
PNC Capital Markets LLC	14,000,000
RBC Capital Markets, LLC	14,000,000
TOTAL:	$	250,000,000

Sch. I-1

Annex A

Issuer Free Writing Prospectuses

1.Issuer Free Writing Prospectus, dated June 9, 2014, filed pursuant to Rule 433.

2.Series 2014 A First Mortgage Bonds Investor Presentation, dated June 9, 2014.

A-1

Annex B

PRICING TERM SHEET
(Relating to the Preliminary Prospectus Supplement dated June 9, 2014
and the Prospectus dated January 31, 2014)

Issuer:	Oglethorpe Power Corporation (An Electric Membership Corporation)
Security:	4.550% First Mortgage Bonds, Series 2014 A due 2044
Ratings:*	Moody’s: Standard & Poor’s: Fitch:	Baa1 (Stable Outlook) A (Stable Outlook) A (Negative Outlook)
Size:	$250,000,000
Price to Public:	99.370%
Maturity Date:	June 1, 2044
Treasury Benchmark:	3.625% due February 15, 2044
Treasury Price and Yield:	Price: 103-14 Yield: 3.439%
Spread to Treasury:	T + 115 basis points
Re-offer Yield:	4.589%
Make-Whole Call:	T + 20 basis points
Coupon:	4.550%
Interest Payment Dates:	June 1 and December 1 of each year beginning December 1, 2014
Format:	SEC Registered
Denominations:	$1,000 and any integral multiple thereof
CUSIP:	677050 AK2
ISIN Number:	US677050AK26
Trade Date:	June 9, 2014
Expected Settlement Date:	June 12, 2014 (T+3)
Underwriters’ Discount:	0.875%
Joint Book Runners:	Goldman, Sachs & Co. (20%) Wells Fargo Securities, LLC (20%)
Senior Co-Managers:	J.P. Morgan Securities LLC (8%) Merrill Lynch, Pierce Fenner & Smith Incorporated (8%) Mitsubishi UFJ Securities (USA), Inc. (8%) SunTrust Robinson Humphrey, Inc. (8%)

B-1

Co-Managers: BMO Capital Markets GKST Inc. (5.60%) Fifth Third Securities, Inc. (5.60%) Mizuho Securities USA Inc. (5.60%) PNC Capital Markets LLC (5.60%) RBC Capital Markets, LLC (5.60%)

* Note:  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Oglethorpe Power Corporation at 770-270-7600, calling Goldman, Sachs & Co. at 1-866-471-2526 or calling Wells Fargo Securities, LLC at 1-800-326-5897.

B-2

EX-4.2

Exhibit 4.2

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

SIXTY-EIGHTH SUPPLEMENTAL

INDENTURE

Relating to the

Oglethorpe Power Corporation First Mortgage Bonds,

Series 2014 A

Dated as of June 1, 2014

FIRST MORTGAGE OBLIGATIONS

NOTE TO THE CLERK OF THE SUPERIOR COURT AND TAX COMMISSIONER:  BECAUSE THIS INSTRUMENT SECURES BONDS AND NOT A LONG TERM NOTE, THIS INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO THE RULES AND REGULATIONS OF THE STATE OF GEORGIA §560-11-8-.14(d).

THIS SIXTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2014, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as grantor (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (the “Original Indenture”), for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under the Original Indenture;

WHEREAS, the Company has heretofore executed and delivered to the Trustee sixty-seven Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, the “Indenture”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture, as provided in Section 1.1 hereof), and the Original Indenture and the sixty-seven Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto;

WHEREAS, the Board of Directors of the Company has authorized a new series of Additional Obligations to be designated the First Mortgage Bonds, Series 2014 A, due June 1, 2044 in the principal amount of Two Hundred and Fifty Million Dollars ($250,000,000) (the “Series 2014 A Bonds”);

WHEREAS, the Company has registered the Series 2014 A Bonds under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”);

WHEREAS, the Company has complied or will comply with all provisions required to issue Additional Obligations provided for in the Indenture;

WHEREAS, the Company desires to execute and deliver this Sixty-Eighth Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of providing for the creation and designation of the Series 2014 A Bonds as Additional Obligations and specifying the form 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 (i) to create a series of Additional Obligations under the Indenture and to make provisions for such series of Additional Obligations and (ii) to convey and confirm unto the Trustee any property subject or required to be subject to the lien of the Indenture; 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 2014 A Bonds, to make the Series 2014 A Bonds 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 2014 A Bonds, in accordance with its terms, have been done and taken; and the execution and delivery of this Sixty-Eighth Supplemental Indenture have been in all respects duly authorized by the Company.

NOW, THEREFORE, THIS SIXTY-EIGHTH SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2014 A Bonds, 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 2014 A Bonds are secured, and in consideration of the premises thereof and hereof, the Company by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created thereby and hereby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, including, without limitation, all property described on Exhibit A attached hereto, subject to all exceptions, reservations and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Original Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture and to the rights of the Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as “Excepted Property” or “Excludable Property” in the Original Indenture to the extent contemplated thereby.

PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of “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.

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

TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the tenements, hereditaments and appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or required to be deposited with the Trustee (other than any such cash which is specifically stated in the Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its successors and assigns in the trust herein created by the Indenture, forever.

SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and (b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition thereof.

BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their terms.

UPON CONDITION that, until the happening of an Event of  Default and subject to the provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere provided in the Original Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues, profits, revenues and other income, products and proceeds of the Trust Estate.

THE INDENTURE, INCLUDING THIS SIXTY-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.

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AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2014 A Bonds are to be authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Indenture, and the Company does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Outstanding Secured Obligations, as follows:

ARTICLE I

DEFINITIONS

Section 1.1            Definitions.

All words and phrases defined in Article I of the Original Indenture shall have the same meaning in this Sixty-Eighth Supplemental Indenture, except as otherwise appears herein, in this Sixty-Eighth Supplemental Indenture or unless the context clearly requires otherwise.  In addition, the following terms have the following meaning in this Sixty-Eighth Supplemental Indenture unless the context clearly requires otherwise:

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which banking institutions in New York or Georgia are generally authorized or obligated by law or executive order to close.

“Closing Date” means June 12, 2014.

“Interest Payment Date” means June 1 and December 1 of each year, commencing on December 1, 2014. If the Interest Payment Date does not fall on a Business Day, such payment may be made on the next succeeding Business Day.

“Record Date” means the 15th day (whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date.

“Securities Depository” means The Depository Trust Company and its successors and assigns or any other securities depository selected by the Company which agrees to follow the procedures required to be followed by such securities depository in connection with the Series 2014 A Bonds.

ARTICLE II

THE SERIES 2014 A BONDS AND
CERTAIN PROVISIONS RELATING THERETO

Section 2.1            Terms of the Series 2014 A Bonds.

There shall be created and established a series of Additional Obligations known as and entitled the “First Mortgage Bonds, Series 2014 A” (which series is referred to herein as the Series 2014 A Bonds).

The aggregate principal amount of the Series 2014 A Bonds which may be authenticated,

4

delivered and Outstanding at any one time is limited to Two Hundred and Fifty Million Dollars ($250,000,000).  The Series 2014 A Bonds shall consist of bonds in an aggregate principal amount of $250,000,000, due June 1, 2044.

The Series 2014 A Bonds shall bear interest from their date of issuance, payable semi-annually on each Interest Payment Date.  The Series 2014 A Bonds shall bear interest at the annual rate of 4.550%.

The principal and the Redemption Price of, and interest on, the Series 2014 A Bonds shall be paid to the Person in whose name that Obligation (or one or more Predecessor Obligations) is registered at the close of business on the Record Date applicable to such Interest Payment Date or Redemption Date.  Interest on the Series 2014 A Bonds shall be computed on the basis of a 360-day year of twelve 30-day months.  The Series 2014 A Bonds shall be dated the date of their authentication.

The Series 2014 A Bonds shall be issued as fully registered global bonds without coupons and in denominations of $1,000 or any integral multiple thereof.  The Series 2014 A Bonds shall be registered in the name of Cede & Co., as nominee of the Securities Depository, pursuant to the Securities Depository’s Book-Entry System.  When the Series 2014 A Bonds are held in the Book-Entry System, purchases of beneficial interests in the Series 2014 A Bonds shall be made in book-entry form, without certificates.  If at any time the Book-Entry System is discontinued for the Series 2014 A Bonds, the Series 2014 A Bonds shall be exchangeable for other fully registered certificated Series 2014 A Bonds of like tenor and of an equal aggregate principal amount, in authorized denominations.  The Trustee may impose a charge sufficient to reimburse the Company or the Trustee for any tax, fee or other governmental charge required to be paid with respect to such exchange or any transfer of a Series 2014 A Bond.  The cost, if any, of preparing each new Series 2014 A Bond issued upon such exchange or transfer, and any other expenses of the Company or the Trustee incurred in connection therewith, shall be paid by the person requesting such exchange or transfer.

Interest on the Series 2014 A Bonds shall be payable by check mailed to the registered owners thereof.  However, interest on the Series 2014 A Bonds shall be paid to any owner of $1,000,000 or more in aggregate principal amount of the Series 2014 A Bonds by wire transfer to a wire transfer address within the continental United States upon the written request of such owner received by the Paying Agent not less than five days prior to the Record Date.  As long as the Series 2014 A Bonds are registered in the name of Cede & Co., as nominee of the Securities Depository, such payments shall be made directly to the Securities Depository.  The Trustee is hereby designated and agrees to act as the initial Paying Agent for the Series 2014 A Bonds.

Section 2.2            Optional Redemption.

(a)           The Company may redeem the Series 2014 A Bonds, in whole or in part, on any date or from time to time prior to their maturity, at its option. The Redemption Price for the Series 2014 A Bonds will be equal to the greater of:

(i) 100% of the principal amount of the Series 2014 A Bonds being redeemed; and

5

(ii) the sum of the present values of the remaining principal and interest payments on the Series 2014 A Bonds being redeemed (excluding interest accrued and unpaid through the Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (x) the yield to maturity, determined on the third Business Day prior to the Redemption Date, of a U.S. Treasury security having a life equal to the remaining average life of the maturity of Series 2014 A Bonds being redeemed and trading in the secondary market at the price closest to par, and (y) 20 basis points, plus in each case accrued and unpaid interest thereon to but excluding the Redemption Date.

(b)           If there is no U.S. Treasury security having a life equal to the remaining average life of the Series 2014 A Bonds being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity, determined on the third Business Day prior to the Redemption Date, of two U.S. Treasury securities having lives most closely corresponding to the remaining average life of the Series 2014 A Bonds being redeemed and trading in the secondary market at the price closest to par.

(c)           Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 and not more than 60 days prior to the Redemption Date to the registered address of each Holder of Series 2014 A Bonds being redeemed, except as otherwise required by the procedures of the Securities Depository.  Notice of redemption of the Series 2014 A Bonds shall be given by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company.

(d)           If less than all of the Outstanding Series 2014 A Bonds are to be redeemed, the Series 2014 A Bonds to be redeemed will be selected by the Trustee in any method it deems fair and appropriate, and the portion of the Series 2014 A Bonds not so redeemed will be in integral multiples of $1,000.

(e)           If, at the time the notice of optional redemption of the Series 2014 A Bonds is given, the Company has not deposited sufficient funds with the Trustee to pay the full Redemption Price of the Series 2014 A Bonds to be redeemed, the notice of optional redemption will so state and will further state that the Series 2014 A Bonds will remain Outstanding as though no redemption notice had been given unless the Company provides, or causes to be provided, to the Trustee, by 2:00 p.m. New York City Time on the Redemption Date, funds sufficient to pay the full Redemption Price of the Series 2014 A Bonds to be redeemed.  The failure of the Company to deposit sufficient funds with the Trustee to effect the redemption will not constitute a payment or other default by the Company under the Indenture and the Company will not be liable to any Holder of those Series 2014 A Bonds as a result of the failed redemption.  If the Company has deposited funds with the Trustee sufficient to pay the full Redemption Price of the Series 2014 A Bonds to be redeemed at the time the notice of optional redemption is given, then the Company is obligated to redeem the Series 2014 A Bonds as provided in that notice.

Section 2.3            Form of the Series 2014 A Bonds.  The Series 2014 A Bonds and the Trustee’s certificate of authentication for the Series 2014 A Bonds shall be substantially in the form set

6

forth in Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.1            Supplemental Indenture.  This Sixty-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 of this Sixty-Eighth Supplemental Indenture or the Series 2014 A Bonds, all of the provisions, terms, covenants and conditions of the Indenture generally applicable to the payment or redemption of all Obligations shall be applicable to the Series 2014 A Bonds to the same extent as if specifically set forth herein.  All references herein to Sections, Articles, definitions or other provisions of the Original Indenture shall be to such Sections, Articles, definitions or other provisions as they may be amended or modified from time to time pursuant to the Indenture.

Section 3.2            Recitals.  All recitals in this Sixty-Eighth Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

Section 3.3            Successors and Assigns.  Whenever in this Sixty-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 Sixty-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 3.4            No Rights, Remedies, Etc.  Nothing in this Sixty-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 Sixty-Eighth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Sixty-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 3.5            Counterparts.  This Sixty-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 3.6            Security Agreement; Mailing Address.  To the extent permitted by applicable law, this Sixty-Eighth Supplemental Indenture shall be deemed to be a Security Agreement and

7

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:

Oglethorpe Power Corporation

(An Electric Membership Corporation)

2100 East Exchange Place

Tucker, Georgia 30084-5336

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

U.S. Bank National Association

Attention:  Corporate Trust Services

1349 West Peachtree Street, NW

Suite 1050, Two Midtown Plaza

Atlanta, Georgia  30309

[Signatures Begin on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Sixty-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:
		Elizabeth B. Higgins
		Executive Vice President and
		Chief Financial Officer
Signed, sealed and delivered	Attest:
by the Company in the presence of:			Patricia N. Nash
			Secretary
			[CORPORATE SEAL]
Witness
Notary Public
(Notarial Seal)
My commission expires:

[Signatures Continue on Next Page]

[Signatures Continued from Previous Page]

Trustee:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
	By:
Signed and delivered		Authorized Agent
by the Trustee in the
Presence of:
Witness
Notary Public
(Notarial Seal)
My commission expires:

Exhibit A

All property of the Company (other than Excepted Property and Excludable Property) in the Counties of Appling, Burke, Carroll, Coweta, Dekalb, Floyd, Hart, Heard, Monroe, Murray, Talbot, Toombs, Warren, Washington and Whitfield, State of Georgia, whether now owned or hereafter acquired, and including the following described property:

All that tract or parcel of land lying and being in Land Lot 205 of the 3rd Land District of Coweta County, Georgia and identified as Lots 2, 3, 4, 5, 7, and 8 of Midway Farms as per plat recorded in Plat Book 87, Page 23, Coweta County, Georgia records.  Reference to said plat is hereby made for a more complete description of the property described herein.

All that tract or parcel of land lying and being in Land Lot 205 of the 3rd Land District of Coweta County, Georgia and Land Lot 205 of the 3rd Land District of Heard County, Georgia and identified as Lots 10 and 11 of Midway Farms as per plat recorded in Plat Book 87, Page 23, Coweta County, Georgia records and in Plat Book 13, Page 61, Heard County, Georgia records.  Reference to said plat is hereby made for a more complete description of the property described herein.

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Exhibit B

FORM OF SERIES 2014 A BOND
AND
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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No. R-1 $250,000,000

OGLETHORPE POWER CORPORATION, FIRST MORTGAGE BOND,
SERIES 2014 A, DUE 2044

REGISTERED OWNER:  CEDE & CO.

PRINCIPAL AMOUNT:  TWO HUNDRED AND FIFTY MILLION DOLLARS

ISSUANCE DATE:  June 12, 2014

CUSIP NO.:  677050 AK2

Oglethorpe Power Corporation (An Electric Membership Corporation), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation existing under the laws of the State of Georgia (together with any successors and assigns, the “Company”), for value received hereby promises to pay to the registered owner named above or registered assigns, on June 1, 2044 upon the presentation and surrender of this First Mortgage Bond, 4.55% Series 2014 A due June 1, 2044 (this “Series 2014 A Bond”), the principal amount (upon original issuance) of $250,000,000, issued under the Indenture, dated as of March 1, 1997 (the “Original Indenture”), as heretofore supplemented and as supplemented by the Sixty-Eighth Supplemental Indenture (the “Sixty-Eighth Supplemental Indenture”), between the Company, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (the “Trustee”) (the Original Indenture, as supplemented, the “Indenture”).

The Company shall pay the principal sum set forth above and pay interest on said principal sum from the date hereof until payment of said principal sum has been made or duly provided for, semi-annually at the interest rate of 4.550%.

The principal of, and interest on, this Series 2014 A Bond are payable at the principal corporate trust office of the Paying Agent, or of its successor as Paying Agent, or, at the option of the owner of this Series 2014 A Bond, at the principal office of any Paying Agent appointed in accordance with the Indenture; provided, however, that, subject to the next succeeding paragraph, interest may be payable, at the option of the Paying Agent, by check or draft drawn upon the Paying Agent and mailed to the registered address of the registered owner of this Series 2014 A Bond as of the close of business on the applicable Record Date (as defined in the Sixty-Eighth Supplemental Indenture), or, at the written request of the registered owner of Series 2014 A Bonds in an aggregate principal amount greater than or equal to $1,000,000 delivered to the Paying Agent at least five days prior to the Record Date next preceding such payment date, by wire transfer to a wire transfer address in the continental United States as set forth in such request. Payment of the principal of and interest on this Series 2014 A Bond shall be in any coin or currency of the United States of America as, at the respective times of payment, shall be legal tender for the payment of public and private debts.

Notwithstanding any other provision of this Series 2014 A Bond to the contrary, so long as this Series 2014 A Bond shall be registered on books of the Company kept by the Obligation Registrar (as defined in the Original Indenture) in the name of The Depository Trust Company, a New York Corporation (“DTC”), or its nominee, the provisions of the Indenture governing the

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Book-Entry System (as defined in the Original Indenture) shall govern the manner of payment of the principal of, and interest on, this Series 2014 A Bond.

This Series 2014 A Bond is equally and ratably secured, to the extent provided in the Indenture, by the Trust Estate, except and excluding the Excepted Property and the Excludable Property.

Reference is hereby made to the Indenture, a copy of which is on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of the Company, the Trustee and the owner of this Series 2014 A Bond, the terms upon which this Series 2014 A Bond is issued and secured, and the modification or amendment of the Indenture, to all of which the registered owner of this Series 2014 A Bond assents by the acceptance of this Series 2014 A Bond.

This Series 2014 A Bond is transferable, as provided in the Indenture, only upon the registration books of the Company maintained by the Obligation Registrar, which shall be the Trustee, kept at its principal office, upon presentation at said office of this Series 2014 A Bond with the written request of the registered owner hereof or his attorney duly authorized in writing, and a written instrument of transfer satisfactory to the Obligation Registrar duly executed by the registered owner or his duly authorized attorney.  The Obligation Registrar shall not be obliged to (i) make any exchange or transfer of this Series 2014 A Bond during the period beginning at the opening of business fifteen days next preceding the date of the mailing of the notice of redemption of this Series 2014 A Bond or (ii) register the transfer of or exchange of any Series 2014 A Bond so selected for redemption in whole or in part, except the unredeemed portion of a Series 2014 A Bond being redeemed in part.

This Series 2014 A Bond is issuable in the form of a fully registered global bond without coupons in the denomination of $1,000 each or any integral multiple thereof.  Upon payment of any required tax or other governmental charge and, subject to such conditions, this Series 2014 A Bond, upon the surrender thereof at the principal office of the Obligation Registrar, with a written instrument of transfer satisfactory to the Obligation Registrar, duly executed by the registered owner or his duly authorized attorney, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Series 2014 A Bonds of the same interest rate and in any other authorized denominations.

This Series 2014 A Bond shall bear interest from, and including, the date hereof to, but excluding, June 1, 2044.  Interest shall be payable in arrears on June 1 and December 1 of each year prior to the maturity date of this Series 2014 A Bond, commencing on December 1, 2014.  Interest on this Series 2014 A Bond shall be computed on the basis of a 360-day year of twelve 30-day months.

Optional Redemption:  The Company may redeem this Series 2014 A Bond, in whole or in part, on any date or from time to time prior to its maturity, at its option. The Redemption Price for this Series 2014 A Bond will be equal to the greater of:

(i)            100% of the principal amount of the portion of this Series 2014 A Bond being redeemed; and

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(ii)           the sum of the present values of the remaining principal and interest payments on the portion of this Series 2014 A Bond being redeemed (excluding interest accrued and unpaid through the Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (i) the yield to maturity, determined on the third Business Day prior to the Redemption Date, of a U.S. Treasury security having a life equal to the remaining average life of the maturity of the portion of Series 2014 A Bonds being redeemed and trading in the secondary market at the price closest to par, and (ii) 20 basis points, plus in each case accrued and unpaid interest thereon to but excluding the Redemption Date.

If there is no U.S. Treasury security having a life equal to the remaining average life of the portion of this Series 2014 A Bond being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity, determined on the third Business Day prior to the Redemption Date, of two U.S. Treasury securities having lives most closely corresponding to the remaining average life of the portion of the Series 2014 A Bonds being redeemed and trading in the secondary market at the price closest to par.

If less than all of this Series 2014 A Bond is to be redeemed, the portion of this Series 2014 A Bond to be redeemed will be selected by the Trustee in any method it deems fair and appropriate, and the portion of this Series 2014 A Bond not so redeemed will be in integral multiples of $1,000.

The registered owner of this Series 2014 A Bond shall have no right to enforce the provisions of the Indenture, or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

All acts, conditions and things required by the Constitution and statutes of the State of Georgia, the governing rules and procedures of the Company and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Series 2014 A Bond, do exist, have happened and have been performed.

No covenant or agreement contained in this Series 2014 A Bond, the Indenture or the Sixty-Eighth Supplemental Indenture shall be deemed to be a covenant or agreement of any official, officer, agent or employee of the Company in his or her individual capacity, and no officer of the Company executing this Series 2014 A Bond shall be liable personally on this Series 2014 A Bond or be subject to any personal liability or accountability by reason of the issuance of this Series 2014 A Bond.

This Series 2014 A Bond shall not be entitled to any benefit under the Indenture or be valid until this Series 2014 A Bond shall have been authenticated by the execution by the Trustee, or its successor as Trustee, of the Certificate of Authentication inscribed hereon.

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IN WITNESS WHEREOF, the Company has caused this Series 2014 A Bond to be executed in its corporate name by its Executive Vice President and Chief Financial Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION
	(AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Elizabeth B. Higgins
		Executive Vice President and Chief
		Financial Officer
(CORPORATE SEAL)
Attest:
Patricia N. Nash
Secretary

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

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Agent
Date of Authentication:

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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

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Twenty-Seventh Supplemental Indenture
Twenty-Eighth Supplemental Indenture
Twenty-Ninth Supplemental Indenture
Thirtieth Supplemental Indenture
Thirty-First Supplemental Indenture
Thirty-Second Supplemental Indenture
Thirty-Third Supplemental Indenture
Thirty-Fourth Supplemental Indenture
Thirty-Fifth Supplemental Indenture
Thirty-Sixth Supplemental Indenture
Thirty-Seventh Supplemental Indenture
Thirty-Eighth Supplemental Indenture
Thirty-Ninth Supplemental Indenture
Fortieth Supplemental Indenture
Forty-First Supplemental Indenture
Forty-Second Supplemental Indenture
Forty-Third Supplemental Indenture
Forty-Fourth Supplemental Indenture
Forty-Fifth Supplemental Indenture
Forty-Sixth Supplemental Indenture
Forty-Seventh Supplemental Indenture
Forty-Eighth Supplemental Indenture
Forty-Ninth Supplemental Indenture
Fiftieth Supplemental Indenture
Fifty-First Supplemental Indenture
Fifty-Second Supplemental Indenture
Fifty-Third Supplemental Indenture
Fifty-Fourth Supplemental Indenture
Fifty-Fifth Supplemental Indenture
Fifty-Sixth Supplemental Indenture
Fifty-Seventh Supplemental Indenture
Fifty-Eighth Supplemental Indenture

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Fifty-Ninth Supplemental Indenture
Sixtieth Supplemental Indenture
Sixty-First Supplemental Indenture
Sixty-Second Supplemental Indenture
Sixty-Third Supplemental Indenture
Sixty-Fourth Supplemental Indenture
Sixty-Fifth Supplemental Indenture
Sixty-Sixth Supplemental Indenture
Sixty-Seventh Supplemental Indenture

EX-5.1

Exhibit 5.1

[Sutherland letterhead]

June 9, 2014

Oglethorpe Power Corporation

2100 East Exchange Place

Tucker, Georgia  30084-5336

Ladies and Gentlemen:

We have acted as counsel to Oglethorpe Power Corporation (An Electric Membership Corporation), a Georgia electric membership corporation (the “Company”), in connection with the offer and sale of $250,000,000 aggregate principal amount of the Company’s 4.550% First Mortgage Bonds, Series 2014 A due 2044 (the “Bonds”) to be issued pursuant to an Indenture dated as of March 1, 1997, as amended and supplemented (the “Indenture”), entered into by and between the Company, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation and Transmission Corporation), and U.S. Bank National Association, successor to SunTrust Bank (formerly SunTrust Bank, Atlanta), as trustee (the “Trustee”), including as supplemented by the Sixty-Eighth Supplemental Indenture dated as of June 1, 2014, between the Company and the Trustee (the “Sixty-Eighth Supplemental Indenture”).

The Bonds were offered pursuant to a Registration Statement on Form S-3, File No. 333-192954, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated January 31, 2014 (the “Base Prospectus”), a preliminary prospectus supplement dated June 9, 2014 (the “Preliminary Prospectus Supplement”) and a prospectus supplement dated June 9, 2014 (such prospectus supplement, together with the Base Prospectus, the “Prospectus”).

As counsel to the Company, we have participated in the preparation of the Preliminary Prospectus Supplement, Prospectus and Registration Statement and have examined originals or copies of the following:

(i)The Restated Articles of Incorporation of the Company, certified as of the date hereof by an officer of the Company (the “Articles of Incorporation”);

(ii)The Bylaws of the Company, certified as of the date hereof by an officer of the Company (the “Bylaws”);

(iii)A Certificate of Existence issued by the Georgia Secretary of State with respect to the Company, as of a recent date (the “Certificate of Existence”);

(iv)Resolutions of the Board of Directors of the Company (the “Board”) relating to, among other things, the authorization, issuance, offer and sale of the Bonds pursuant to the Preliminary Prospectus Supplement, the Prospectus and the Registration Statement (the “Resolutions”);

(v)The Indenture; and

(vi)The form of the Bonds as set forth in the Sixty-Eighth Supplemental Indenture.

As to certain matters of fact relevant to the opinion in this opinion letter, we have relied on a certificate of an officer of the Company.  We have also relied on certificates of public officials. We have not independently established the facts, or in the case of certificates of public officials, the other statements, so relied upon.

For purposes of our opinion in this opinion letter, we have assumed that: (i) each document that we have reviewed is accurate and complete, is either an authentic original or a copy that conforms to an authentic original, and the signatures on it are genuine; (ii) each governmental or officer’s certificate has been properly issued and that it is accurate, complete and authentic (and we have assumed that such certificates remain accurate on the date of this letter); (iii) all natural persons have sufficient legal capacity; and (iv) the accuracy and completeness of all corporate records made available to us by the Company.

In rendering our opinion, we have assumed that (i) the Trustee is duly organized and validly existing in good standing in its jurisdiction of organization, (ii) the Trustee has all requisite corporate power and authority to execute, deliver and perform its respective obligations under the Indenture, and (iii) that the Indenture constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. We have not independently investigated or verified any of the foregoing assumptions.

Based upon and subject to the limitations, exceptions, qualifications and assumptions set forth herein, we are of the opinion that, when the Bonds are duly executed and delivered by duly authorized officers of the Company and duly authenticated by the Trustee, all in accordance with the provisions of the Indenture, and delivered to the purchasers thereof against payment of the agreed consideration therefor, the Bonds will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and will be entitled to the benefits of the Indenture.

This opinion letter is limited in all respects and matters to the laws of the State of Georgia, as in effect on the date hereof, and we express no opinion herein as to any matters governed by the laws of any other jurisdiction, including the applicability or effect thereof.  Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance or sale of the Bonds.

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This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.

The opinion expressed in this opinion letter is subject, as to enforcement, to (i) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws of general applicability relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought, and (iii) any implied covenants of good faith and fair dealing.

The opinion expressed in this opinion letter (i) is strictly limited to the matters expressly stated in this opinion letter, and without limiting the foregoing, no other opinions are to be implied and (ii) is only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the addressee of this opinion letter or any other person or entity of any change in law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or conclusion in this opinion letter.

This opinion set forth herein is being furnished in connection with Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus Supplement or the Prospectus, other than as expressly stated herein with respect to the Bonds.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus Supplement and the Prospectus.  We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ SUTHERLAND ASBILL & BRENNAN LLP

Sutherland Asbill & Brennan LLP

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