EXHIBIT 4.7.1(e)
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
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OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GRANTOR,
to
SUNTRUST BANK, ATLANTA,
TRUSTEE
FOURTH SUPPLEMENTAL
INDENTURE
Relating to the
Series 1998A (Burke) Note
and
Series 1998B (Burke) Note
Dated as of March 1, 1998
FIRST MORTGAGE OBLIGATIONS
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THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1, 1998, 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, 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 Burke County (the "Burke
Authority") issued $216,925,000 in aggregate principal amount of Development
Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1997B (the "Series 1997B Bonds"), which
mature on May 28, 1998;
WHEREAS, the Burke Authority loaned the proceeds from the sale of the
Series 1997B Bonds to the Company, with such loan being evidenced by that
certain Series 1997B (Burke) Note, dated as of October 1, 1997 (the "Series
1997B (Burke) Note"), from the Company to SunTrust Bank, Atlanta, as trustee (in
such capacity, the "Series 1997B (Burke) Trustee"), as assignee and pledgee of
the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 1997
(the "Series 1997B Indenture"), between the Burke Authority and the Series 1997B
(Burke) Trustee;
WHEREAS, the Burke Authority intends to issue $216,925,000 in aggregate
principal amount of Development Burke Authority of Burke County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series
1998A and Series 1998B (the "Series 1998A Bonds" and "Series 1998B Bonds,"
respectively and collectively, the "Series 1998A & B Bonds"), the proceeds from
the sale of which will be loaned to the Company to refund the Series 1997B Bonds
and pay the Series 1997B (Burke) Note;
WHEREAS, the Company's obligation to repay the loan of the proceeds of
the Series 1998A & B Bonds will be evidenced by (i) that certain Series 1998A
(Burke) Note, dated the date of its authentication (the "Series 1998A (Burke)
Note"), and (ii) that certain Series 1998B (Burke) Note, dated the date of its
authentication (the "Series 1998B (Burke) Note"; together with the Series 1998A
(Burke) Note, the "Series 1998A & B (Burke) Notes") from the Company to SunTrust
Bank, Atlanta, as trustee (in such capacity, the "Series 1998A & B Trustee"), as
assignee and pledgee of the Burke Authority pursuant to the Trust Indenture,
dated as of March 1, 1998 (the "Series 1998A & B Indenture"), between the Burke
Authority and the Series 1998A & B Trustee;
WHEREAS, the Company desires to execute and deliver this Fourth
Supplemental Indenture, in accordance with the provisions of the Original
Indenture, for the purpose of providing for the creation and designation of the
Series 1998A (Burke) Note and the Series 1998B (Burke)
Note as Additional Obligations and specifying the form and provisions of the
Series 1998A (Burke) Note and the Series 1998B (Burke) Note (the Original
Indenture, as hereby supplemented and modified, being herein sometimes called
the "Indenture");
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; and
WHEREAS, all acts and proceedings required by law and by the Articles
of Incorporation and Bylaws of the Company necessary to secure the payment of
the principal of (and premium, if any) and interest on the Series 1998A & B
(Burke) Notes, to make the Series 1998A & B (Burke) Notes to be issued
hereunder, when executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding lien for the
security of the Series 1998A & B (Burke) Notes, in accordance with its terms,
have been done and taken; and the execution and delivery of this Fourth
Supplemental Indenture has been in all respects duly authorized;
NOW, THEREFORE, THIS FOURTH 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 1998A & B
(Burke) Notes, to confirm the lien of the Indenture upon the Trust Estate,
including property purchased, constructed or otherwise acquired by the Company
since the date of execution of the Original Indenture, to secure performance of
the covenants therein and herein contained, to declare the terms and conditions
on which the Series 1998A & B (Burke) Notes are secured, and in consideration of
the premises thereof and hereof, the Company by these presents does grant,
bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, set over and confirm to the Trustee, and its successors and
assigns in the trust created thereby and hereby in trust, all property, rights,
privileges and franchises (other than Excepted Property or Excludable Property)
of the Company 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
therein referred to, 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
under the Original Indenture, 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,
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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 Original 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 Original Indenture not to be
deemed part of the Trust Estate) being part of the Trust Estate), unto the
Trustee, and its successors and assigns in the trust herein created, forever.
SUBJECT, HOWEVER, to (i) Permitted Exceptions (as defined in Section
1.1 of the Original Indenture) 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
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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 FOURTH 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 herein contained in a timely manner, then the Indenture
shall be canceled and surrendered.
AND IT IS HEREBY COVENANTED AND DECLARED that the Series 1998A & B
(Burke) Notes are to be authenticated and delivered and the Trust Estate is to
be held and applied by the Trustee, subject to the covenants, conditions and
trusts set forth herein and in the Original Indenture, and the Company does
hereby covenant and agree to and with the Trustee, for the equal and
proportionate benefit of all Holders of the Outstanding Secured Obligations, as
follows:
ARTICLE I
THE SERIES 1998A & B (BURKE) NOTES AND
CERTAIN PROVISIONS RELATING THERETO
SECTION 1.1 AUTHORIZATION AND TERMS OF THE SERIES 1998A (BURKE) NOTE.
There shall be created and established an Additional Obligation in the
form of a promissory note known as and entitled the "Series 1998A (Burke) Note"
(hereinafter referred to as the "Series 1998A (Burke) Note"), the form, terms
and conditions of which shall be substantially as set forth in this Section and
Section 1.3. The aggregate principal face amount of the Series 1998A (Burke)
Note which shall be authenticated and delivered and Outstanding at any one time
is limited to $116,925,000.
The Series 1998A (Burke) Note shall be dated the date of its
authentication. The Series 1998A (Burke) Note shall mature on January 1, 2019
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 1.3. The Series 1998A (Burke) Note shall be authenticated and delivered
to, and made payable to, SunTrust Bank, Atlanta, in its capacity as the Series
1998A & B Trustee.
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All payments made on the Series 1998A (Burke) Note shall be made to the
Series 1998A & B 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 AUTHORIZATION AND TERMS OF THE SERIES 1998B (BURKE) NOTE.
There shall be created and established an Additional Obligation in the
form of a promissory note known as and entitled the "Series 1998B (Burke) Note"
(hereinafter referred to as the "Series 1998B (Burke) Note"), the form, terms
and conditions of which shall be substantially as set forth in this Section and
Section 1.3. The aggregate principal face amount of the Series 1998B (Burke)
Note which shall be authenticated and delivered and Outstanding at any one time
is limited to $100,000,000.
The Series 1998B (Burke) Note shall be dated the date of its
authentication. The Series 1998B (Burke) Note shall mature on January 1, 2019
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 1.3. The Series 1998B (Burke) Note shall be authenticated and delivered
to, and made payable to, SunTrust Bank, Atlanta, in its capacity as the Series
1998A & B Trustee.
All payments made on the Series 1998B (Burke) Note shall be made to the
Series 1998A & B 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 1.3 FORM OF THE SERIES 1998A & B (BURKE) NOTES.
The Series 1998A (Burke) Note and the Series 1998 B (Burke) Note,
including the Trustee's authentication certificate to be executed on both such
Notes, 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 1.4 USE OF PROCEEDS.
The Company shall use the proceeds of the loan evidenced by the Series
1998A & B (Burke) Notes to pay the Series 1997B (Burke) Note.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 The Fourth 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
6
confirmed. Except to the extent inconsistent with the express terms hereof, all
of the provisions, terms, covenants and conditions of the Original Indenture
shall be applicable to the Series 1998A & B (Burke) Notes to the same extent as
if specifically set forth herein. All capitalized terms used in this Fourth
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 Fourth 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 Fourth 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 Fourth Supplemental Indenture contained by or on behalf of the Company, or
by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to
the respective benefits of the respective successors and assigns of such
parties, whether so expressed or not.
SECTION 2.4 Nothing in this Fourth 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 Fourth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fourth 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 Fourth 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 Fourth
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,
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and the mailing address of the Trustees, as secured party is:
SunTrust Bank, Atlanta,
58 Edgewood Avenue, Room 400A
Atlanta, Georgia 30303
[Signatures on Next Page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
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
2100 East Exchange Place
P. O. Box 1349
Tucker, Georgia 30085-1349
By: /s/ T. D. KILGORE
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T. D. Kilgore
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/ NANCY T. TODD
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Witness
/s/ THOMAS J. BRENDIAR
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Notary Public [CORPORATE SEAL]
(Notarial Seal)
My commission expires: NOVEMBER 14, 2000
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[Signatures Continued on Next Page.]
[Signatures Continued from Previous Page.]
TRUSTEE: SUNTRUST BANK, ATLANTA
a banking corporation organized and existing
under the laws of the State of Georgia
By: /s/ PHILLIP D. DEMOUEY
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Signed, sealed and delivered Name: Phillip D. Demouey
by the Trustee in the Title: Assistant Vice President
presence of:
By: /s/ ANTONIO I. PORTUONDO
----------------------------------------
/s/ DAVE MELLAKE Name: Antonio I. Portuondo
- ------------------------------- Title: Vice President
Witness
/s/ ADA LANE
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Notary Public [BANK SEAL]
(Notarial Seal)
My commission expires: JULY 24, 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, including, without limitation, the properties more
specifically described below:
No additional properties to be specifically described.
A-1
EXHIBIT B
[Form of Series 1998A (Burke) Note and Series 1998B (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 MARCH 1, 1998,
BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND SUNTRUST BANK, ATLANTA, AS
TRUSTEE.
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)
SERIES 1998[A/B] (BURKE) NOTE DATE: March 17, 1998
(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 [$__________] in aggregate principal amount of
Development Authority of Burke County Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1998[A/B] (the "Series
1998[A/B] (Burke) Bonds"), hereby promises to pay to SunTrust Bank, Atlanta (the
"Series 1998[A/B] Trustee"), as assignee and pledgee of the Burke Authority,
acting pursuant to the Indenture of Trust, dated as of March 1, 1998, from the
Burke Authority to the Series 1998[A/B] Trustee (the "Series 1998A & B
Indenture"), or its successor in trust, the principal sum of [$__________],
together with interest and prepayment premium (if any) thereon as follows:
(1) on or before each Interest Payment Date (as defined in the
Series 1998A & B Indenture), a sum which will equal the interest on the Series
1998[A/B] (Burke) Bonds which will become due on such Interest Payment Date on
the Series 1998[A/B] (Burke) Bonds; and
(2) on or before the business day next preceding January 1,
2019, a sum which will equal the principal amount of the Series 1998[A/B]
(Burke) Bonds which will become due on January 1, 2019; and
(3) on or before any redemption date for the Series 1998[A/B]
(Burke) Bonds, a sum equal to the principal of, redemption premium (if any) and
interest on, the Series 1998[A/B] (Burke) Bonds which are to be redeemed on such
date.
B-1
This Series 1998[A/B] (Burke) Note evidences that portion of the Loan
(as defined in the Agreement hereinafter referred to), and the obligation to
repay the same, relating to the loan to Oglethorpe by the Burke Authority of the
proceeds from the sale of the Series 1998[A/B] (Burke) Bonds, and shall be
governed by and shall be payable in accordance with the terms, conditions and
provisions of the Loan Agreement, dated as of March 1, 1998 (the "Agreement"),
between the Burke Authority and Oglethorpe.
This Series 1998[A/B] (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"), between Oglethorpe, as grantor,
and SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture
Trustee"), as supplemented by the First Supplemental Indenture, dated as of
October 1, 1997 (the "First Supplemental Indenture"), the Second Supplemental
Indenture, dated as of January 1, 1998 (the "Second Supplemental Indenture"),
the Third Supplemental Indenture, dated as of January 1, 1998 (the "Third
Supplemental Indenture") and the Fourth Supplemental Indenture, dated as of
March 1, 1998 (the "Fourth Supplemental Indenture"), between Oglethorpe and 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 1998[A/B] (Burke) Note and of the terms upon which this Series
1998[A/B] (Burke) Note is authenticated and delivered. This Series 1998[A/B]
(Burke) Note is created by the Fourth Supplemental Indenture and designated as
the "Series 1998[A/B] (Burke) Note."
All payments hereon are to be made to the Series 1998[A/B] 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 1998[A/B] (Burke) Note may be prepaid upon the terms and
conditions set forth in Article VIII of the Agreement.
If the Series 1998[A/B] Trustee shall accelerate payment of the Series
1998[A/B] (Burke) Bonds, all payments on this Series 1998[A/B] (Burke) 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 1998[A/B] 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,
B-2
statute or rule of law or by the enforcement of any assessment or by any legal
or equitable proceedings or otherwise.
This Series 1998[A/B] (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 1998[A/B] (Burke) Note shall be governed by and construed
in accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, Oglethorpe has caused this 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:
--------------------------------------
T. D. Kilgore
President and Chief Executive Officer
(SEAL)
Attest:
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Patricia N. Nash
Secretary
B-4
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, ATLANTA, as Trustee
By:
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Authorized Signatory
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