EXHIBIT 4.7.1(o)



                                                 Upon recording, return to:
                                                       Ms. Shawne M. Keenan
                                            Sutherland Asbill & Brennan LLP
                                                 999 Peachtree Street, N.E.
                                                Atlanta, Georgia 30309-3996


      PURSUANT TO SECTION 44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED,
 THIS INSTRUMENT EMBRACES, COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED
                             PROPERTY OF THE GRANTOR





                          OGLETHORPE POWER CORPORATION
                      (AN ELECTRIC MEMBERSHIP CORPORATION),
                                    GRANTOR,

                                       to


                                 SUNTRUST BANK,
                                     TRUSTEE


                             FOURTEENTH SUPPLEMENTAL
                                    INDENTURE

                                 Relating to the
                            Series 2000 (Monroe) Note


                           Dated as of January 1, 2001


                           FIRST MORTGAGE OBLIGATIONS







         THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of January 1, 2001, is
between OGLETHORPE POWER CORPORATION (AN ELECTRIC  MEMBERSHIP  CORPORATION),  an
electric  membership  corporation  organized and existing  under the laws of the
State of Georgia, as Grantor  (hereinafter  called the "Company"),  and SUNTRUST
BANK, formerly known as SunTrust Bank, Atlanta, a banking corporation  organized
and  existing  under  the laws of the  State of  Georgia,  as  Trustee  (in such
capacity, the "Trustee").

         WHEREAS,  the Company has  heretofore  executed  and  delivered  to the
Trustee  an  Indenture,  dated as of  March  1,  1997  (hereinafter  called  the
"Original  Indenture") for the purpose of securing its Existing  Obligations and
providing for the authentication  and delivery of Additional  Obligations by the
Trustee from time to time under the Original  Indenture  (capitalized terms used
herein  shall have the meanings  ascribed to them in the  Original  Indenture as
provided in Section 2.1 hereof);

         WHEREAS,  the  Development  Authority  of Monroe  County  (the  "Monroe
Authority")  issued  $143,710,000 in aggregate  principal  amount of Development
Authority of Monroe County  Pollution  Control Revenue Bonds  (Oglethorpe  Power
Corporation Scherer Project),  Series 1992A (the "Series 1992A Bonds"), of which
$6,265,000 in aggregate principal amount matures on January 1, 2001 (the "Series
1992A Maturities");

         WHEREAS,  the Monroe Authority loaned the proceeds from the sale of the
Series  1992A  Bonds to the  Company,  with such loan  being  evidenced  by that
certain  Series  1992A  Note,  dated as of  October 1, 1992 (the  "Series  1992A
Note"), from the Company to SunTrust Bank, formerly known as Trust Company Bank,
as trustee (in such  capacity,  the "Series  1992A  Trustee"),  as assignee  and
pledgee of the Monroe  Authority  pursuant to the Trust  Indenture,  dated as of
October 1, 1992 (the "Series 1992A Indenture),  between the Monroe Authority and
the Series 1992A Trustee;

         WHEREAS,  on October 5, 2000, the Monroe Authority issued $6,265,000 in
aggregate  principal amount of Development  Authority of Monroe County Pollution
Control Revenue Bonds  (Oglethorpe Power  Corporation  Scherer Project),  Series
2000 (the "Series 2000  (Monroe)  Bonds"),  the proceeds  from the sale of which
were loaned to the Company pursuant to that certain Loan Agreement,  dated as of
October 1, 2000 (the "Series 2000 (Monroe) Loan Agreement,"), between the Monroe
Authority and the Company to refund the Series 1992A  Maturities and to make the
related payments on the Series 1992A Note;

         WHEREAS,  the Company's obligation to repay the loan of the proceeds of
the Series 2000 (Monroe) Bonds is evidenced by that certain Series 2000 (Monroe)
Note, dated October 5, 2000 (the "Unsecured Note"), from the Company to SunTrust
Bank,  formerly known as SunTrust Bank,  Atlanta,  as trustee (in such capacity,
the "Series  2000  (Monroe)  Trustee"),  as  assignee  and pledgee of the Monroe
Authority  pursuant  to the Trust  Indenture,  dated as of  October 1, 2000 (the
"Series 2000 (Monroe)  Indenture"),  between the Monroe Authority and the Series
2000 (Monroe) Trustee;




         WHEREAS,  as permitted by Section 4.9 of the Series 2000  (Monroe) Loan
Agreement,  the Company desires to deliver to the Series 2000 (Monroe) Trustee a
promissory  note  secured  under  the  Indenture  (as  hereinafter  defined)  in
substitution for the Unsecured Note;

         WHEREAS,  the Company  desires to execute and deliver  this  Fourteenth
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 2000 (Monroe)  Note,  dated the date of its  authentication  (the
"Series  2000  (Monroe)  Note"),  from the Company to the Series  2000  (Monroe)
Trustee,  as assignee and pledgee of the Monroe Authority pursuant to the Series
2000 (Monroe) Indenture, as an Additional Obligation and specifying the form and
provisions thereof (the Original Indenture, as heretofore,  hereby and hereafter
supplemented and modified, being herein sometimes called the "Indenture");

         WHEREAS,  pursuant  to Section  4.9 of the Series  2000  (Monroe)  Loan
Agreement,  upon the  authentication  of the Series  2000  (Monroe)  Note by the
Trustee,  the Series 2000  (Monroe)  Note will be  delivered  to the Series 2000
(Monroe) Trustee in substitution for the Unsecured Note;

         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  2000  (Monroe)  Note,  to make the Series 2000  (Monroe)  Note to be
issued hereunder,  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 2000 (Monroe)  Note, in accordance  with its terms,  have
been  done  and  taken;  and the  execution  and  delivery  of  this  Fourteenth
Supplemental Indenture has been in all respects duly authorized by the Company;

         NOW, THEREFORE, THIS FOURTEENTH 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 2000
(Monroe)  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 2000 (Monroe) 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,
privileges and franchises (other than Excepted Property or Excludable  Property)
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


                                       2


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,
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


                                       3


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 FOURTEENTH  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 2000 (Monroe)
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 2000 (MONROE) NOTE AND
                       CERTAIN PROVISIONS RELATING THERETO

         Section 1.1   Authorization and Terms of the Series 2000 (Monroe) Note.

         There shall be created and established an Additional  Obligation in the
form of a promissory  note known as and entitled the "Series 2000 (Monroe) Note"
(hereinafter  referred to as the "Series 2000 (Monroe)  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 2000  (Monroe)
Note which shall be authenticated  and delivered and Outstanding at any one time
is limited to $6,265,000.

         The  Series  2000  (Monroe)  Note  shall  be  dated  the  date  of  its
authentication.  The Series 2000  (Monroe)  Note shall mature on January 1, 2021
and shall bear interest from the date of its  authentication  to the date of its


                                       4


maturity at rates  calculated as provided for in the form of note  prescribed in
Section 1.2. The Series 2000 (Monroe) Note shall be authenticated  and delivered
to, and made  payable  to,  SunTrust  Bank,  formerly  known as  SunTrust  Bank,
Atlanta, as trustee, in its capacity as the Series 2000 (Monroe) Trustee.

         All payments made on the Series 2000 (Monroe) Note shall be made to the
Series 2000  (Monroe)  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 2000 (Monroe) Note.

         The Series 2000 (Monroe) Note,  including the Trustee's  authentication
certificate  to be  executed  on  such  Series  2000  (Monroe)  Note,  shall  be
substantially  in the form of Exhibit B attached  hereto,  with such appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted in the Original Indenture.

         Section 1.3 Substitution of the Series 2000 (Monroe) Note for the
                      Unsecured Note.

         Upon  its  authentication,  the  Series  2000  (Monroe)  Note  shall be
delivered to the Series 2000 (Monroe)  Trustee in substitution for the Unsecured
Note in accordance  with Section 4.9 of the Series 2000 (Monroe) Loan Agreement.
Thereafter,  the Series 2000 (Monroe) Note shall  evidence the loan  theretofore
evidenced by the Unsecured Note.

                                   ARTICLE II

                                  MISCELLANEOUS

         Section 2.1 This  Fourteenth  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 2000 (Monroe) 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 Fourteenth 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 Fourteenth  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  Fourteenth  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 Fourteenth Supplemental Indenture contained by or on behalf of the Company,


                                       5


or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to
the  respective  benefits  of the  respective  successors  and  assigns  of such
parties, whether so expressed or not.

         Section  2.4  Nothing  in  this  Fourteenth   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  Fourteenth  Supplemental  Indenture  or  any  covenant,
condition,  stipulation,  promise or agreement  hereof,  and all the  covenants,
conditions,   stipulations,   promises  and   agreements   in  this   Fourteenth
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 Fourteenth  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  Fourteenth  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 Begin on Next Page)



                                       6




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

Company:                                   OGLETHORPE POWER CORPORATION
                                           (AN ELECTRIC MEMBERSHIP CORPORATION),
                                           an electric membership corporation
                                           organized under the laws of the State
                                           of Georgia



                                         By:      /s/  Thomas A. Smith
                                           -------------------------------------
                                           Thomas A. Smith
                                           President and Chief Executive Officer


Signed, sealed and delivered             Attest:    /s/  Patricia A. Nash
by the Company in the presence of:              ------------------------------
                                                Patricia N. Nash
                                                Secretary
     /s/  Julia Dawn Mercer
- ----------------------------------
Witness

     /s/  Thomas J. Brendiar
- ----------------------------------
Notary Public                                             [CORPORATE SEAL]

(Notarial Seal)

My commission expires:               October 22, 2004
                      -------------------------------------------------




                      [Signatures Continued on Next Page.]






                   [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/  George Hogan
                                               ---------------------------------
     /s/  Antoinette Sullivan                   George Hogan
- ------------------------------                  Vice President
Witness

     /s/  Jack Ellerin
- ------------------------------
Notary Public                                            [BANK SEAL]

(Notarial Seal)

My commission expires:     September 12, 2001
                      -------------------------------




                                    Exhibit A

         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


                       [Form of Series 2000 (Monroe) 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, 2000,
BETWEEN THE DEVELOPMENT  AUTHORITY OF MONROE COUNTY AND SUNTRUST BANK,  ATLANTA,
AS TRUSTEE.

                          OGLETHORPE POWER CORPORATION
                      (AN ELECTRIC MEMBERSHIP CORPORATION)

                            SERIES 2000 (MONROE) NOTE

                            DATE: February __, 2001

                                (SCHERER 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 Monroe County (the "Monroe Authority")
to issue $6,265,000 in aggregate  principal  amount of Development  Authority of
Monroe County  Pollution  Control Revenue Bonds  (Oglethorpe  Power  Corporation
Scherer  Project),  Series  2000 (the  "Series  2000  (Monroe)  Bonds"),  hereby
promises to pay to SunTrust Bank,  formerly known as SunTrust Bank, Atlanta (the
"Series  2000  (Monroe)  Trustee"),  as  assignee  and  pledgee  of  the  Monroe
Authority,  acting pursuant to the Trust Indenture, dated as of October 1, 2000,
from the Monroe  Authority to the Series 2000 (Monroe) Trustee (the "Series 2000
Indenture"),  or its  successor  in  trust,  the  principal  sum of  $6,265,000,
together with interest and prepayment premium (if any) thereon as follows:

                  (a) on or before each Interest Payment Date (as defined in the
Series 2000  Indenture),  a sum which will equal the interest on the Series 2000
(Burke) Bonds which will become due on such Interest  Payment Date on the Series
2000 (Burke) Bonds; and

                  (b) on or before  January 1, 2021,  a sum which will equal the
principal  amount of the Series  2000  (Burke)  Bonds  which will  become due on
January 1, 2021; and

                  (c) on or  before  any  redemption  date for the  Series  2000
(Burke) Bonds, a sum equal to the principal of, redemption  premium (if any) and
interest  on, the Series  2000  (Burke)  Bonds  which are to be redeemed on such
date.

         This  Series  2000  (Monroe)  Note is  issued in  substitution  for and
supersedes and replaces that certain Series 2000 (Monroe) Note, dated October 5,
2000, by  Oglethorpe to the Series 2000 (Monroe)  Trustee which was executed and
delivered  contemporaneously  with  the  initial  issuance  of the  Series  2000
(Monroe) Bonds. This Series 2000 (Monroe) Note evidences the Loan (as defined in
the Agreement hereinafter referred to) of the Monroe Authority to Oglethorpe and
the  obligation  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, 2000 (the "Agreement"),  between the Monroe Authority and
Oglethorpe,  pursuant  to which  the  Monroe  Authority  has  agreed  to loan to
Oglethorpe the proceeds from the sale of the Series 2000 (Monroe) Bonds.

         This Series  2000  (Monroe)  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 Thirteenth Supplemental Indenture, dated as of January 1,
2001 (the "Thirteenth Supplemental Indenture"),  and the Fourteenth Supplemental
Indenture,   dated  as  of  January  1,  2001  (the   "Fourteenth   Supplemental
Indenture"),  between Oglethorpe,  as grantor, and SunTrust Bank, formerly known


                                       B-1


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  2000  (Monroe)  Note and of the terms upon which this  Series 2000
(Monroe) Note is authenticated and delivered.  This Series 2000 (Monroe) Note is
created by the Fourteenth  Supplemental  Indenture and designated as the "Series
2000 (Monroe) Note."

         All payments hereon are to be made to the Series 2000 (Monroe)  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  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 Agreement.

         This  Series  2000  (Monroe)  Note may be  prepaid  upon the  terms and
conditions set forth in Article VIII of the Agreement.

         If the Series 2000  (Monroe)  Trustee shall  accelerate  payment of the
Series 2000 (Monroe) Bonds, all payments on this Series 2000 (Monroe) Note shall
be declared  due and  payable in the manner and with the effect  provided in the
Agreement.   The  Agreement  provides  that,  under  certain  conditions,   such
declaration shall be rescinded by the Series 2000 (Monroe) Trustee.

         No recourse  shall be had for the payments  required  hereby or for any
claim based herein or in the 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 constitution provision,  statute or
rule of law or by the enforcement of any assessment or by any legal or equitable
proceedings or otherwise.

         This  Series  2000  (Monroe)  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.

                                       B-2


         This Series 2000  (Monroe)  Note shall be governed by and  construed in
accordance with the laws of the State of Georgia.

         IN WITNESS  WHEREOF,  Oglethorpe  has caused this Series 2000  (Monroe)
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