This document corrects the signature pages of the document filed at Deed Book
1428, page 404.
Upon Recording return to: Cross Reference:
Mr. Robert N. Farrar Deed Book 1274, page 264
Suite 141, The Carnegie Building Deed Book 1378, page 615
607 Broad Street Deed Book 1391, page 1
Rome, Georgia 30161-3059 Deed Book 1409, page 766
SUPPLEMENT TO OPC INTERCREDITOR AND SECURITY AGREEMENT NO. 1
This Supplement to OPC Intercreditor and Security Agreement No. 1,
dated as of March 1, 1997 (hereinafter referred to as the "Agreement") is
entered into among the UNITED STATES OF AMERICA (hereinafter referred to as
the "Government"), acting through the Administrator of the Rural Utilities
Service, SUNTRUST BANK, ATLANTA, as trustee under that certain OPC Indenture,
as hereinafter defined (hereinafter referred to as the "New Mortgagee"), a
banking corporation organized and existing under the laws of the State of
Georgia, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION), an electric membership corporation organized under
the laws of the State of Georgia, (hereinafter referred to as "OPC"), ROCKY
MOUNTAIN LEASING CORPORATION, a Delaware corporation (hereinafter referred to
as "RMLC"), SUNTRUST BANK, ATLANTA, a banking corporation organized under the
laws of Georgia, not in its individual capacity, but solely as Co-Trustee
under the Trust Agreement (hereinafter referred to as the "Co-Trustee"),
FLEET NATIONAL BANK, a national banking association, not in its individual
capacity, but solely as Owner Trustee under the Trust Agreement (hereinafter
referred to as the "Owner Trustee"), UTRECHT-AMERICA FINANCE CO., a Delaware
corporation (hereinafter referred to as the "Lender"), and AMBAC INDEMNITY
CORPORATION, a Wisconsin domiciled stock insurance corporation (hereinafter
referred to as "AMBAC") (each of OPC, RMLC, Co-Trustee, Owner Trustee, Lender
and AMBAC, together with their respective successors and assigns,
collectively hereinafter referred to as the "Transaction Parties");
capitalized terms used herein and not defined in this Agreement are used with
the meaning set forth in the Intercreditor Agreement, as hereinafter defined.
RECITALS:
A. The Government, the New Mortgagee and each of the Transaction Parties
entered into that certain OPC Intercreditor and Security Agreement No. 1, dated
as of December 30, 1996 (hereinafter referred to as the "Intercreditor
Agreement"), wherein the Transaction Parties acknowledged and agreed, among
other matters, that the security titles and security interests of the Original
Mortgagees in and to the Rocky Mountain Interests (as hereinafter defined and
herein so called) created by the OPC Mortgage constitute a first and prior
security title and security interest that was not released by the Original
Mortgagees and that the rights and interests of the Transaction Parties in and
to the Rocky Mountain Interests are and will remain subject and subordinate in
all respects to the security title and security interest of the Senior Mortgage
and Security Agreement.
B. OPC and the New Mortgagee have entered into that certain Indenture,
dated as of March 1, 1997 (as the same from time to time may be amended,
supplemented or modified, hereinafter referred to as the "OPC Indenture"),
pursuant to which OPC has granted to the New Mortgagee a perfected security
interest in and security title to substantially all of OPC's property,
including, without limitation, the Undivided Interest, the Ground Interest
and the Rocky Mountain Agreements (collectively the "Rocky Mountain
Interests"). The parties hereto desire to supplement the Intercreditor
Agreement as hereinafter provided.
C. Pursuant to the OPC Indenture, and in order to fully preserve and
protect the Trustee's interest in the Trust Estate under the OPC Indenture,
OPC and the New Mortgagee have also entered into that certain Security
Agreement, dated as of March 1, 1997 (as the same from time to time may be
amended, supplemented or modified, herein referred to as the "Security
Agreement") separately granting to the Trustee under the OPC Indenture a
security interest in certain personal property in which the Indenture also
grants a security interest (for purposes of this Agreement, the Security
Agreement shall be considered a part of, and is included in the definition
of, the OPC Indenture).
STATEMENT OF AGREEMENT
NOW, THEREFORE, the Government, the New Mortgagee and each of the
Transaction Parties do hereby acknowledge, agree and affirm that:
(1) together with the OPC Mortgage, the OPC Indenture constitutes,
for all purposes under the Intercreditor Agreement, the Senior Mortgage and
Security Agreement;
(2) the interest (if any) of each Transaction Party in and to the
Rocky Mountain Interests is subject and subordinate in all respects to the
Senior Mortgage and Security Agreement;
(3) the rights and obligations of the Government, the New Mortgagee
and the Transaction Parties under or by virtue of the Intercreditor
Agreement, as supplemented by this Agreement, remain in full force and
effect; and
(4) neither the provisions hereof nor of the Intercreditor Agreement
shall be affected in any manner by the release of any collateral or security
by the Government or the New Mortgagee, including, without limitation the
release from time to time of the OPC Mortgage or any property encumbered
thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date hereof.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
UNITED STATES OF AMERICA
acting by and through the
Administrator of the Rural Utilities
Service
By: /s/ Thomas L. Eddy
-------------------------------------
Title: Director, Power Supply Division
Signed and delivered in the
presence of
/s/ Steven Slovikosky
- -----------------------------------
Unofficial Witness
/s/ James F. Mothershed
- -----------------------------------
Notary Public
My Commission Expires: April 30, 1999
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
SUNTRUST BANK, ATLANTA, not in its
individual capacity but solely as the New
Mortgagee
By: /s/ Philip D. DeMouey
-----------------------------------------
Name: Philip D. DeMouey
---------------------------------------
Title: Assistant Vice President
--------------------------------------
Signed and delivered in the By: /s/ Antonio I. Portuondo
presence of -----------------------------------------
Name: Antonio I. Portuondo
---------------------------------------
Title: Assistant Vice President
--------------------------------------
/s/ David McMahon
- ---------------------------------
Unofficial Witness
/s/ Teresa R. Turner
- ---------------------------------
Notary Public
My Commission Expires: April 3, 2001
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION
CORPORATION)
By: /s/ T. D. Kilgore
-----------------------------------------
Name: T. D. Kilgore
Title: President & CEO
Signed and delivered in the By: /s/ Patricia N. Nash
presence of ------------------------------------------
Name: Patricia N. Nash
Title: Secretary
/s/ Jo Ann Smith
- ---------------------------------
Unofficial Witness
/s/ Thomas J. Brendiar
- ---------------------------------
Notary Public
My Commission Expires: November 14, 2000
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
ROCKY MOUNTAIN LEASING
CORPORATION
By: /s/ Clarence Mitchell
-----------------------------------------
Name: Clarence Mitchell
Title: President
Signed and delivered in the By: /s/ James E. Kofron
presence of ------------------------------------------
Name: James E. Kofron
Title: Secretary-Treasurer
/s/ Denise S. Kemp
- ---------------------------------
Unofficial Witness
/s/ Thomas J. Brendiar
- ---------------------------------
Notary Public
My Commission Expires: November 14, 2000
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
SUNTRUST BANK, ATLANTA, not in its
individual capacity but solely as Co-Trustee
under the Trust Agreement
By: /s/ Philip D. DeMouey
-----------------------------------------
Name: Philip D. DeMouey
---------------------------------------
Title: Assistant Vice President
--------------------------------------
Signed and delivered in the By: /s/ Antonio I. Portuondo
presence of -----------------------------------------
Name: Antonio I. Portuondo
---------------------------------------
Title: Assistant Vice President
--------------------------------------
/s/ David McMahon
- ---------------------------------
Unofficial Witness
/s/ Teresa R. Turner
- ---------------------------------
Notary Public
My Commission Expires: April 3, 2001
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
FLEET NATIONAL BANK, not in its
individual capacity, but solely as Owner
Trustee under the Trust Agreement
By: /s/ Mark A. Forgetta
-----------------------------------------
Name: Mark A. Forgetta
---------------------------------------
Title: Attorney-In-Fact
--------------------------------------
Signed and delivered in the
presence of
/s/ Debra A. Colon
- ----------------------------------
Unofficial Witness
/s/ Dawn P. Heintz
- ----------------------------------
Notary Public
My Commission Expires: May 31, 2002
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
UTRECHT-AMERICA FINANCE CO.
By: /s/ David I. Dietz
-----------------------------------------
Name: David I. Dietz
---------------------------------------
Title: Assistant Treasurer
--------------------------------------
Signed and delivered in the By: /s/ J. W. den Baas
presence of -----------------------------------------
Name: J. W. den Baas
---------------------------------------
Title: Vice President
--------------------------------------
/s/ Kimberly A. Werderm
- ----------------------------------
Unofficial Witness
/s/ Stacie A. Clark
- ----------------------------------
Notary Public
My Commission Expires: August 12, 1998
[NOTARIAL SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
AMBAC INDEMNITY CORPORATION
By: /s/ T. S. Travers
-----------------------------------------
Name: T. S. Travers
---------------------------------------
Title: First Vice President
--------------------------------------
Signed and delivered in the
presence of
/s/ Doug Chery
- --------------------------------
Unofficial Witness
/s/ Kevin P. Dolan
- --------------------------------
Notary Public
My Commission Expires: January 31, 1998
[NOTARIAL SEAL]
Schedule to Exhibit 10.32.19(b)
Supplment to OPC Intercreditor and Security Agreement
The following table indicates for each transaction the name of the
corresponding Owner Participant:
Agreement Owner Participant
------------------ ----------------------------------
1 Philip Morris Capital Corporation
2 Philip Morris Capital Corporation
3 First Chicago Leasing Corporation
4 First Chicago Leasing Corporation
5 NationsBanc Leasing & R.E. Corporation
6 NationsBanc Leasing & R.E. Corporation