EXHIBIT 4.7.1(r)
Upon recording, return to:
Ms. Shawne M. Keenan
Sutherland Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996
PURSUANT TO ss.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
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OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GRANTOR,
to
SUNTRUST BANK,
TRUSTEE
SEVENTEENTH SUPPLEMENTAL
INDENTURE
Relating to the
Series 2002A (Burke) Note
Dated as of October 1, 2002
FIRST MORTGAGE OBLIGATIONS
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THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2002, is
between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION),
formerly known as Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation), an electric membership corporation
organized and existing under the laws of the State of Georgia, as Grantor
(hereinafter called the "Company"), and SUNTRUST BANK, formerly known as
SunTrust Bank, Atlanta, a banking corporation organized and existing under the
laws of the State of Georgia, as Trustee (in such capacity, the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of March 1, 1997 (hereinafter called the "Original
Indenture"; the Original Indenture, as heretofore, hereby and hereafter
supplemented and modified, being herein sometimes called the "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 Indenture (capitalized terms used herein shall have the
meanings ascribed to them in the Original Indenture as provided in Section 2.1
hereof);
WHEREAS, the Development Authority of Burke County (the "Authority") has
issued $92,130,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 1992 (the "Series 1992 Bonds") for the benefit of the
Company;
WHEREAS, the Series 1992 Bonds have been defeased with the proceeds of
commercial paper notes issued by the Company, which proceeds were deposited into
an escrow account (the "Defeasance Escrow") established for the purposes of
paying principal of and interest on the Series 1992 Bonds as due and redeeming
such Series 1992 Bonds on their earliest call date;
WHEREAS, certain of the commercial paper notes issued to defease the Series
1992 Bonds were refinanced with the proceeds of a loan from CoBank, ACB to the
Company in an original principal amount of $46,065,000 (the "CoBank Loan");
WHEREAS, certain of the commercial paper notes issued to defease the Series
1992 Bonds were refinanced with the proceeds of a loan from the National Rural
Utilities Cooperative Finance Corporation to the Company, in an original
principal amount of $46,065,000 (the "CFC Loan" and collectively with the CoBank
Loan, the "Defeasance Loans");
WHEREAS, the Series 1992 Bonds are maturing on or subject to optional
redemption beginning January 1, 2003 and can be refunded within 90 days of
January 1, 2003 by the issuance of the Series 2002A (Burke) Bonds (as
hereinafter defined) by the Authority for the benefit of the Company;
WHEREAS, the Authority has agreed to issue $71,990,000 in aggregate
principal amount of Development Authority of Burke County Pollution Control
Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2002A (the
"Series 2002A (Burke) Bonds"), the proceeds from the sale of which will be
loaned to the Company pursuant to that certain Loan Agreement, dated as of
October 1, 2002 (the "Series 2002A (Burke) Loan Agreement"), between the
Authority and the Company;
WHEREAS, the Company's obligation to repay the proceeds of the Series 2002A
(Burke) Loan Agreement is evidenced by that certain Series 2002A (Burke) Note,
dated the date of its authentication (the "Series 2002A (Burke) Note"), from the
Company to SunTrust Bank, as trustee (in such capacity, the "Series 2002A
(Burke) Trustee"), as assignee and pledgee of the Authority pursuant to the
Trust Indenture, dated as of October 1, 2002 (the "Series 2002A (Burke)
Indenture"), between the Authority and the Series 2002A (Burke) Trustee;
WHEREAS, the amounts on deposit in the Defeasance Escrow will be used to
repay and redeem all of the outstanding Series 1992 Bonds on January 1, 2003;
WHEREAS, the proceeds of the Series 2002A (Burke) Bonds will be used to
repay a portion of the amounts outstanding on the Defeasance Loans;
WHEREAS, the Company desires to execute and deliver this Seventeenth
Supplemental Indenture, in accordance with the provisions of the Original
Indenture, for the purpose of providing for the creation and designation of that
certain Series 2002A (Burke) Note as an Additional Obligation 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, 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;
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
2002A (Burke) Note, to make the Series 2002A (Burke) Note, when executed by the
Company, authenticated and delivered by the Trustee and duly issued, the valid,
binding and legal obligation of the Company, and to constitute the Indenture a
valid and binding lien for the security of the Series 2002A (Burke) Note, in
accordance with its terms, have been done and taken; and the execution and
delivery of this Seventeenth Supplemental Indenture has been in all respects
duly authorized by the Company;
NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL INDENTURE WITNESSES, that, to
secure the payment of the principal of (and premium, if any) and interest on the
Outstanding Secured Obligations, including, when issued, the Series 2002A
(Burke) Note, to confirm the lien of the Indenture upon the Trust Estate,
including property purchased, constructed or otherwise acquired by the Company
since the date of execution of the Original Indenture, to secure performance of
the covenants therein and herein contained, to declare the terms and conditions
on which the Series 2002A (Burke) Note is secured, and in consideration of the
premises thereof and hereof, the Company by these presents does grant, bargain,
sell, alienate, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, set over and confirm to the Trustee, and its successors and
assigns in the trust created thereby and hereby, in trust, all property, rights,
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privileges and franchises of the Company of the character described in the
Granting Clauses of the Original Indenture, including all such property, rights,
privileges and franchises acquired since the date of execution of the Original
Indenture, including, without limitation, all property described in Exhibit A
attached hereto, subject to all exceptions, reservations and matters of the
character referred to in the Indenture, and does grant a security interest
therein for the purposes expressed herein and in the Original Indenture subject
in all cases to Sections 5.2 and 11.2 B of the Original Indenture and to the
rights of the Company under the Original Indenture, including the rights set
forth in Article V thereof; but expressly excepting and excluding from the lien
and operation of the Indenture all properties of the character specifically
excepted as "Excepted Property" or "Excludable Property" in the Original
Indenture to the extent contemplated thereby.
PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the
Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of
the Original Indenture or any receiver appointed pursuant to statutory provision
or order of court, shall have entered into possession of all or substantially
all of the Trust Estate, all the Excepted Property described or referred to in
Paragraphs A through H, inclusive, of "Excepted Property" in the Original
Indenture then owned or thereafter acquired by the Company, shall immediately,
and, in the case of any Excepted Property described or referred to in Paragraphs
I, J, L, N and P of "Excepted Property" in the Original Indenture (excluding the
property described in Section 2 of Exhibit B in the Original Indenture), upon
demand of the Trustee or such other trustee or receiver, become subject to the
lien of the Indenture to the extent permitted by law, and the Trustee or such
other trustee or receiver may, to the extent permitted by law, at the same time
likewise take possession thereof, and whenever all Events of Default shall have
been cured and the possession of all or substantially all of the Trust Estate
shall have been restored to the Company, such Excepted Property shall again be
excepted and excluded from the lien of the Indenture to the extent and otherwise
as hereinabove set forth and as set forth in the Indenture.
The Company may, however, pursuant to the Granting Clause Third of the
Original Indenture, subject to the lien of the Indenture any Excepted Property
or Excludable Property, whereupon the same shall cease to be Excepted Property
or Excludable Property.
TO HAVE AND TO HOLD all such property, rights, privileges and franchises
hereby and hereafter (by Supplemental Indenture or otherwise) granted,
bargained, sold, alienated, remised, released, conveyed, assigned, transferred,
mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or
intended, agreed or covenanted so to be, together with all the tenements,
hereditaments and appurtenances thereto appertaining (said properties, rights,
privileges and franchises, including any cash and securities hereafter deposited
or required to be deposited with the Trustee (other than any such cash which is
specifically stated in the Indenture not to be deemed part of the Trust Estate)
being part of the Trust Estate), unto the Trustee, and its successors and
assigns in the trust herein created, forever.
SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent
permitted by Section 13.6 of the Original Indenture as to property hereafter
acquired (a) any duly recorded or perfected prior mortgage or other lien that
may exist thereon at the date of the acquisition thereof by the Company and (b)
purchase money mortgages, other purchase money liens, chattel mortgages,
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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 SEVENTEENTH SUPPLEMENTAL INDENTURE, is
intended to operate and is to be construed as a deed passing title to the Trust
Estate and is made under the provisions of the existing laws of the State of
Georgia relating to deeds to secure debt, and not as a mortgage or deed of
trust, and is given to secure the Outstanding Secured Obligations. Should the
indebtedness secured by the Indenture be paid according to the tenor and effect
thereof when the same shall become due and payable and should the Company
perform all covenants therein contained in a timely manner, then the Indenture
shall be canceled and surrendered.
AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2002A (Burke) Note
is to be authenticated and delivered and the Trust Estate is to be held and
applied by the Trustee, subject to the covenants, conditions and trusts set
forth herein and in the Indenture, and the Company does hereby covenant and
agree to and with the Trustee, for the equal and proportionate benefit of all
Holders of the Outstanding Secured Obligations, as follows:
ARTICLE I
THE SERIES 2002A (BURKE) NOTE AND
CERTAIN PROVISIONS RELATING THERETO
Section 1.1 Authorization and Terms of the Series 2002A (Burke) Note.
There shall be created and established an Additional Obligation in the form
of a promissory note known as and entitled the "Series 2002A (Burke) Note"
(hereinafter referred to as the "Series 2002A (Burke) Note"), the form, terms
and conditions of which shall be substantially as set forth in this Section and
Section 1.2. The aggregate principal face amount of the Series 2002A (Burke)
Note which shall be authenticated and delivered and Outstanding is limited to
$71,990,000.
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The Series 2002A (Burke) Note shall be dated the date of its
authentication. The Series 2002A (Burke) Note shall mature on January 1, 2018
and shall bear interest from the date of its authentication to the date of its
maturity at rates calculated as provided for in the form of note prescribed by
Section 1.2. The Series 2002A (Burke) Note shall be authenticated and delivered
to, and made payable to, SunTrust Bank, as trustee, in its capacity as the
Series 2002 (Burke) Trustee.
All payments made on the Series 2002A (Burke) Note shall be made to the
Series 2002 (Burke) Trustee at its principal office in Atlanta, Georgia in
lawful money of the United States of America which will be immediately available
on the date payment is due.
Section 1.2 Form of the Series 2002A (Burke) Note.
The Series 2002A (Burke) Note, including the Trustee's authentication
certificate to be executed on such Series 2002A (Burke) Note, shall be
substantially in the form of Exhibit B attached hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted in the Indenture.
ARTICLE II
MISCELLANEOUS
Section 2.1 This Seventeenth Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Original Indenture, and shall
form a part thereof, and the Original Indenture, as heretofore supplemented and
as hereby supplemented and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions, terms,
covenants and conditions of the Indenture shall be applicable to the Series
2002A (Burke) Note to the same extent as if specifically set forth herein. All
references herein to Sections, definitions or other provisions of the Original
Indenture shall be to such Sections, definitions and other provisions as they
may be amended or modified from time to time pursuant to the Indenture. All
capitalized terms used in this Seventeenth Supplemental Indenture shall have the
same meanings ascribed to them in the Original Indenture, except in cases where
the context clearly indicates otherwise.
Section 2.2 All recitals in this Seventeenth Supplemental Indenture are
made by the Company only and not by the Trustee; and all of the provisions
contained in the Original Indenture, in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in full.
Section 2.3 Whenever in this Seventeenth 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 Seventeenth 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
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such parties, whether so expressed or not.
Section 2.4 Nothing in this Seventeenth 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 Seventeenth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Seventeenth Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the Holders of Outstanding Secured
Obligations.
Section 2.5 This Seventeenth Supplemental Indenture may be executed in
several counterparts, each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts, or as many of them as the Company
and the Trustee shall preserve undestroyed, shall together constitute but one
and the same instrument.
Section 2.6 To the extent permitted by applicable law, this Seventeenth
Supplemental Indenture shall be deemed to be a Security Agreement and Financing
Statement whereby the Company grants to the Trustee a security interest in all
of the Trust Estate that is personal property or fixtures under the Uniform
Commercial Code, as adopted or hereafter adopted in one or more of the states in
which any part of the properties of the Company are situated. The mailing
address of the Company,
as debtor, is: 2100 East Exchange Place
P. O. Box 1349
Tucker, Georgia 30085-1349,
and the mailing address of the Trustee, as secured party, is:
SunTrust Bank
25 Park Place
Atlanta, Georgia 30303-2900.
[Signatures on Next Page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth
Supplemental Indenture to be duly executed under seal as of the day and year
first written above.
Company: OGLETHORPE POWER
CORPORATION (AN ELECTRIC
MEMBERSHIP CORPORATION), an
electric membership corporation organized
under the laws of the State of Georgia
By: /s/ Thomas A. Smith
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Thomas A. Smith
President and Chief Executive Officer
Signed, sealed and delivered Attest: /s/ Patricia N. Nash
by the Company in the presence of: -----------------------------------
Patricia N. Nash
Secretary
/s/ Reginald T. O'Shields
- ------------------------------
Witness
/s/ Thomas J. Brendiar
- ------------------------------
Notary Public [CORPORATE SEAL]
(Notarial Seal)
My commission expires: October 22, 2004
------------------------------
[Signatures Continued on Next Page.]
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[Signatures Continued from Previous Page.]
Trustee: SUNTRUST BANK, a banking corporation
organized and existing under the laws
of the State of Georgia
By: /s/ B.A. Donaldson
-----------------------------------
Signed, sealed and delivered B.A. Donaldson
by the Trustee in the Vice President
presence of:
By: /s/ Leigh S. Mullis
-----------------------------------
/s/ Tim Speakman Leigh S. Mullis
- ------------------------------- Vice President
Witness
/s/ Kelly A. Lennon
- -------------------------------
Notary Public [BANK SEAL]
(Notarial Seal)
My commission expires: July 12, 2003
----------------------------------------
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Exhibit A
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All property of the Company in the Counties of Appling, Ben Hill, Burke,
Carroll, Clarke, Cobb, DeKalb, Floyd, Fulton, Heard, Jackson, Monroe, and
Toombs, State of Georgia.
A-1
Exhibit B
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[Form of Series 2002A (Burke) Note]
THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER
TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2002,
BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND SUNTRUST BANK, AS TRUSTEE.
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)
SERIES 2002A (BURKE) NOTE DATE: OCTOBER __, 2002
(VOGTLE PROJECT)
OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
("Oglethorpe"), an electric membership corporation organized and existing under
the laws of the State of Georgia, for value received and in consideration of the
agreement of the Development Authority of Burke County (the "Burke Authority")
to issue $71,990,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation
Vogtle Project), Series 2002A (the "Series 2002A (Burke) Bonds"), hereby
promises to pay to SunTrust Bank (the "Series 2002A (Burke) Trustee"), as
assignee and pledgee of the Burke Authority, acting pursuant to the Trust
Indenture, dated as of October 1, 2002, from the Burke Authority to the Series
2002 (Burke) Trustee (the "Series 2002A (Burke) Indenture"), or its successor in
trust, the principal sum of $71,990,000, together with interest and prepayment
premium (if any) thereon as follows:
(a) on or before each Interest Payment Date (as defined in the Series
2002A (Burke) Indenture), a sum which will equal the interest on the Series
2002A (Burke) Bonds which will become due on such Interest Payment Date on the
Series 2002A (Burke) Bonds; and
(b) on or before January 1, 2018, a sum which will equal the principal
amount of the Series 2002A (Burke) Bonds which will become due on January 1,
2018; and
(c) on or before any redemption date for the Series 2002A (Burke)
Bonds, a sum equal to the principal of, redemption premium (if any) and interest
on, the Series 2002A (Burke) Bonds which are to be redeemed on such date.
This Series 2002A (Burke) Note evidences the Loan (as defined in the Series
2002A (Burke) Loan Agreement hereinafter referred to) by the Burke Authority to
Oglethorpe and the obligation of Oglethorpe to repay the same and shall be
governed by and shall be payable in accordance with the terms, conditions and
provisions of the Loan Agreement, dated as of October 1, 2002 (the "Series 2002A
(Burke) Loan Agreement"), between the Burke Authority and Oglethorpe, pursuant
to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from
the sale of the Series 2002A (Burke) Bonds.
B-1
This Series 2002A (Burke) Note is a duly authorized obligation of
Oglethorpe issued under and equally and ratably secured by the Indenture, dated
as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and
as supplemented by the Seventeenth Supplemental Indenture, dated as of October
1, 2002 (the "Seventeenth Supplemental Indenture"), and the Eighteenth
Supplemental Indenture, dated as of October 1, 2002 (the "Eighteenth
Supplemental Indenture"), between Oglethorpe, as grantor, and SunTrust Bank,
formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the
"Indenture Trustee") (the Original Indenture, as supplemented, the "Indenture").
Reference is hereby made to the Indenture for a statement of the description of
the properties thereby mortgaged, pledged and assigned, the nature and extent of
the security and the respective rights, limitations of rights, duties and
immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of
this Series 2002A (Burke) Note and of the terms upon which this Series 2002A
(Burke) Note is authenticated and delivered. This Series 2002A (Burke) Note is
created by the Seventeenth Supplemental Indenture and designated as the "Series
2002A (Burke) Note."
All payments hereon are to be made to the Series 2002A (Burke) Trustee at
its principal office in Atlanta, Georgia, in lawful money of the United States
of America which will be immediately available on the day payment is due. As set
forth in Section 4.6 of the Series 2002A (Burke) Loan Agreement, the obligation
of Oglethorpe to make the payments required hereunder shall be absolute and
unconditional.
Oglethorpe shall be entitled to certain credits against payments required
to be made hereunder as provided in Section 4.3 of the Series 2002A (Burke) Loan
Agreement.
This Series 2002A (Burke) Note may be prepaid upon the terms and conditions
set forth in Article VIII of the Series 2002A (Burke) Loan Agreement.
If the Series 2002A (Burke) Trustee shall accelerate payment of the Series
2002A (Burke) Bonds, all payments on this Series 2002A (Burke) Note shall be
declared due and payable in the manner and with the effect provided in the
Series 2002A (Burke) Loan Agreement. The Series 2002A (Burke) Loan Agreement
provides that, under certain conditions, such declaration shall be rescinded by
the Series 2002A (Burke) Trustee.
No recourse shall be had for the payments required hereby or for any claim
based herein or in the Series 2002A (Burke) Loan Agreement or in the Indenture
against any officer, director or member, past, present or future, of Oglethorpe
as such, either directly or through Oglethorpe, or under any constitutional
provision, statute or rule of law or by the enforcement of any assessment or by
any legal or equitable proceedings or otherwise.
This Series 2002A (Burke) Note shall not be entitled to any benefit under
the Indenture and shall not become valid or obligatory for any purposes until
the Indenture Trustee shall have signed the form of authentication certificate
endorsed hereon.
This Series 2002A (Burke) Note shall be governed by and construed in
accordance with the laws of the State of Georgia.
B-2
IN WITNESS WHEREOF, Oglethorpe has caused this Series 2002A (Burke) Note to
be executed in its corporate name by its President and Chief Executive Officer
and attested by its Secretary and its corporate seal to be hereunto affixed.
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)
By:________________________________________
Thomas A. Smith
President and Chief Executive Officer
(SEAL)
Attest:
- -------------------------------
Patricia N. Nash
Secretary
B-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Obligations of the series designated therein referred to
in the within mentioned Indenture.
SUNTRUST BANK, as Trustee
By:__________________________________
Authorized Signatory