OGLETHORPE POWER CORP (Form: 10-Q, Received: 11/13/2017 15:07:49)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 333-192954

(An Electric Membership Corporation)

(Exact name of registrant as specified in its charter)


Georgia (State or other jurisdiction of incorporation or organization)		58-1211925 (I.R.S. employer identification no.)
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices)		30084-5336 (Zip Code)
Registrant's telephone number, including area code		(770) 270-7600

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer ý (Do not check if a smaller reporting company) Smaller Reporting Company o Emerging Growth Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The registrant is a membership corporation and has no authorized or outstanding equity securities.

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OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2017

		Page No.

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	1
	Unaudited Consolidated Statements of Revenues and Expenses For the Three and Nine Months ended September 30, 2017 and 2016	3
	Unaudited Consolidated Statements of Comprehensive Margin For the Three and Nine Months ended September 30, 2017 and 2016	4
	Unaudited Consolidated Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive (Deficit) Margin For the Nine Months ended September 30, 2017 and 2016	5
	Unaudited Consolidated Statements of Cash Flows For the Nine Months ended September 30, 2017 and 2016	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		42

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CAUTIONARY STATEMENT REGARDING

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate to occur in the future, including matters such as the timing of various regulatory and other actions, future capital expenditures, business strategy and development, construction or operation of facilities (often, but not always, identified through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projection," "target" and "outlook") are forward-looking statements.

Although we believe that in making these forward-looking statements our expectations are based on reasonable assumptions, any forward-looking statement involves uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Some of the risks, uncertainties and assumptions that may cause actual results to differ from these forward-looking statements are described under "Item 1A— RISK FACTORS " and in other sections of our annual report on Form 10-K for the fiscal year ended December 31, 2016 and under "Risk Factors" in our Form 10-Q for the quarterly period ended June 30, 2017 and in this quarterly report on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur.

Any forward-looking statement speaks only as of the date of this quarterly report, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

•: cost increases and schedule delays with respect to our capital improvement and construction projects, in particular, the construction of two additional nuclear units at Plant Vogtle;
•: the results of Westinghouse Electric Company LLC and WECTEC Global Project Services Inc.'s bankruptcy filing and any inability or failure by Toshiba Corporation to perform its obligations pursuant to its settlement agreement related to its guarantee of certain of Westinghouse's obligations related to the additional units at Plant Vogtle;
•: decisions made by the Georgia Public Service Commission in the regulatory process related to the two additional units at Plant Vogtle;
•: our access to capital, the cost to access capital, and the results of our financing and refinancing efforts, including availability of funds in the capital markets;
•: our current inability to receive advances under the U.S. Department of Energy loan guarantee agreement for construction of two additional nuclear units at Plant Vogtle;
•: the occurrence of certain events that give the Department of Energy the option to require that we repay all amounts outstanding under the loan guarantee agreement with the Department of Energy over a five year period and the Department of Energy's decision to require such repayment;
•: the continued availability of funding from the Rural Utilities Service;
•: the impact of regulatory or legislative responses to climate change initiatives or efforts to reduce greenhouse gas emissions, including carbon dioxide;

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•: costs associated with achieving and maintaining compliance with applicable environmental laws and regulations, including those related to air emissions, water and coal combustion byproducts;
•: legislative and regulatory compliance standards and our ability to comply with any applicable standards, including mandatory reliability standards, and potential penalties for non-compliance;
•: increasing debt caused by significant capital expenditures;
•: unanticipated changes in capital expenditures, operating expenses and liquidity needs;
•: actions by credit rating agencies;
•: commercial banking and financial market conditions;
•: risks and regulatory requirements related to the ownership and construction of nuclear facilities;
•: adequate funding of our nuclear decommissioning trust funds including investment performance and projected decommissioning costs;
•: continued efficient operation of our generation facilities by us and third-parties;
•: the availability of an adequate and economical supply of fuel, water and other materials;
•: reliance on third-parties to efficiently manage, distribute and deliver generated electricity;
•: acts of sabotage, wars or terrorist activities, including cyber attacks;
•: the inability of counterparties to meet their obligations to us, including failure to perform under agreements;
•: litigation or legal and administrative proceedings and settlements;
•: changes in technology available to and utilized by us, our competitors, or residential or commercial consumers in our members' service territories, including from the development and deployment of distributed generation and energy storage technologies;
•: unanticipated variation in demand for electricity or load forecasts resulting from changes in population and business growth (and declines), consumer consumption, energy conservation and efficiency efforts and the general economy;
•: our members' ability to perform their obligations to us;
•: changes to protections granted by the Georgia Territorial Act that subject our members to increased competition;
•: general economic conditions;
•: weather conditions and other natural phenomena;
•: unanticipated changes in interest rates or rates of inflation;
•: significant changes in our relationship with our employees, including the availability of qualified personnel;
•: significant changes in critical accounting policies material to us; and
•: hazards customary to the electric industry and the possibility that we may not have adequate insurance to cover losses resulting from these hazards.

iii

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Oglethorpe Power Corporation
Consolidated Balance Sheets (Unaudited)
September 30, 2017 and December 31, 2016


		(dollars in thousands)
	2017			2016
Assets
Electric plant:
In service	$	8,857,293		$	8,786,839
Less: Accumulated provision for depreciation		(4,260,047	)		(4,115,339	)

		4,597,246			4,671,500
Nuclear fuel, at amortized cost		360,529			377,653
Construction work in progress		3,824,068			3,228,214

Total electric plant		8,781,843			8,277,367

Investments and funds:
Nuclear decommissioning trust fund		427,786			386,029
Investment in associated companies		74,187			72,783
Long-term investments		125,518			99,874
Restricted investments		265,180			221,122
Other		21,689			20,730

Total investments and funds		914,360			800,538

Current assets:
Cash and cash equivalents		342,064			366,290
Restricted short-term investments		246,432			247,006
Receivables		180,250			155,042
Inventories, at average cost		263,226			259,831
Prepayments and other current assets		20,438			32,919

Total current assets		1,052,410			1,061,088

Deferred charges:
Regulatory assets		572,237			545,387
Other		28,639			16,733

Total deferred charges		600,876			562,120

Total assets	$	11,349,489		$	10,701,113

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Consolidated Balance Sheets (Unaudited)
September 30, 2017 and December 31, 2016


		(dollars in thousands)
	2017			2016
Equity and Liabilities
Capitalization:
Patronage capital and membership fees	$	923,495		$	859,810
Accumulated other comprehensive margin		(352	)		(370	)

		923,143			859,440
Long-term debt		7,991,307			7,892,836
Obligation under capital lease		89,710			92,096
Other		19,725			18,765

Total capitalization		9,023,885			8,863,137

Current liabilities:
Long-term debt and capital lease due within one year		154,817			316,861
Short-term borrowings		631,949			102,168
Accounts payable		161,168			73,801
Accrued interest		84,287			93,634
Member power bill prepayments, current		43,836			176,988
Other current liabilities		54,621			59,979

Total current liabilities		1,130,678			823,431

Deferred credits and other liabilities:
Asset retirement obligations		726,074			698,051
Member power bill prepayments, non-current		202,202			48,115
Contract retainage		0			40,008
Regulatory liabilities		236,445			197,748
Other		30,205			30,623

Total deferred credits and other liabilities		1,194,926			1,014,545

Total equity and liabilities	$	11,349,489		$	10,701,113

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Consolidated Statements of Revenues and Expenses (Unaudited)
For the Three and Nine Months Ended September 30, 2017 and 2016


		(dollars in thousands)
	Three Months						Nine Months
	2017			2016			2017			2016
Operating revenues:
Sales to Members	$	385,758		$	430,883		$	1,106,975		$	1,158,134
Sales to non-Members		148			130			220			383

Total operating revenues		385,906			431,013			1,107,195			1,158,517

Operating expenses:
Fuel		143,767			178,516			366,405			404,056
Production		93,657			105,681			293,930			312,332
Depreciation and amortization		56,143			54,719			167,983			162,606
Purchased power		14,345			13,109			44,222			39,254
Accretion		9,224			8,059			27,333			24,099

Total operating expenses		317,136			360,084			899,873			942,347

Operating margin		68,770			70,929			207,322			216,170

Other income:
Investment income		14,850			12,578			44,509			37,628
Other		627			1,531			1,908			6,259

Total other income		15,477			14,109			46,417			43,887

Interest charges:
Interest expense		93,809			93,544			280,621			273,066
Allowance for debt funds used during construction		(33,517	)		(30,135	)		(99,953	)		(84,460	)
Amortization of debt discount and expense		3,150			2,999			9,386			8,946

Net interest charges		63,442			66,408			190,054			197,552

Net margin	$	20,805		$	18,630		$	63,685		$	62,505

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Consolidated Statements of Comprehensive Margin (Unaudited)
For the Three and Nine Months Ended September 30, 2017 and 2016


		(dollars in thousands)
	Three Months					Nine Months
	2017		2016			2017		2016
Net margin	$	20,805	$	18,630		$	63,685	$	62,505

Other comprehensive margin:
Unrealized gain (loss) on available-for-sale securities		56		(19	)		18		358

Total comprehensive margin	$	20,861	$	18,611		$	63,703	$	62,863

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Consolidated Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive (Deficit) Margin (Unaudited)
For the Nine Months Ended September 30, 2017 and 2016

	Patronage Capital and Membership Fees		Accumulated Other Comprehensive (Deficit) Margin			Total

		(dollars in thousands)
Balance at December 31, 2015	$	809,465	$	58		$	809,523

Components of comprehensive margin:
Net margin		62,505		—			62,505
Unrealized gain on available-for-sale securities		—		358			358

Balance at September 30, 2016	$	871,970	$	416		$	872,386



Balance at December 31, 2016	$	859,810	$	(370	)	$	859,440

Components of comprehensive margin:
Net margin		63,685		—			63,685
Unrealized gain on available-for-sale securities		—		18			18

Balance at September 30, 2017	$	923,495	$	(352	)	$	923,143

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2017 and 2016


		(dollars in thousands)
	2017			2016
Cash flows from operating activities:
Net margin	$	63,685		$	62,505

Adjustments to reconcile net margin to net cash provided by operating activities:
Depreciation and amortization, including nuclear fuel		279,898			268,674
Accretion cost		27,333			24,099
Amortization of deferred gains		(1,341	)		(1,341	)
Allowance for equity funds used during construction		(567	)		(567	)
Deferred outage costs		(32,777	)		(29,464	)
Gain on sale of investments		(16,478	)		(653	)
Regulatory deferral of costs associated with nuclear decommissioning		631			(14,522	)
Other		(6,610	)		(4,424	)
Change in operating assets and liabilities:
Receivables		(24,650	)		(41,015	)
Inventories		(3,395	)		30,251
Prepayments and other current assets		1,949			(1,305	)
Accounts payable		68,585			(87,056	)
Accrued interest		(9,347	)		(966	)
Accrued taxes		7,249			5,348
Other current liabilities		(13,354	)		(20,604	)
Member power bill prepayments		20,935			32,809

Total adjustments		298,061			159,264

Net cash provided by operating activities		361,746			221,769

Cash flows from investing activities:
Property additions		(737,146	)		(421,384	)
Activity in nuclear decommissioning trust fund—Purchases		(329,248	)		(307,222	)
—Proceeds		323,840			302,308
Increase in restricted investments		(44,058	)		(66,821	)
Decrease in restricted short-term investments		574			3,519
Activity in other long-term investments—Purchases		(45,246	)		(44,457	)
—Proceeds		27,196			35,278
Other		(12,780	)		2,401

Net cash used in investing activities		(816,868	)		(496,378	)

Cash flows from financing activities:
Long-term debt proceeds		4,517			634,279
Long-term debt payments		(240,417	)		(113,328	)
Increase (decrease) in short-term borrowings, net		652,401			(105,225	)
Other		14,395			8,553

Net cash provided by financing activities		430,896			424,279

Net (decrease) increase in cash and cash equivalents		(24,226	)		149,670
Cash and cash equivalents at beginning of period		366,290			213,038

Cash and cash equivalents at end of period	$	342,064		$	362,708



Supplemental cash flow information:
Cash paid for—
Interest (net of amounts capitalized)	$	187,798		$	185,484
Supplemental disclosure of non-cash investing and financing activities:
Change in asset retirement obligations	$	2,189		$	72,097
Change in accrued property additions	$	(21,904	)	$	(24,451	)
Interest paid-in-kind	$	42,555		$	34,587

The accompanying notes are an integral part of these consolidated financial statements.

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Oglethorpe Power Corporation
Notes to Unaudited Consolidated Financial Statements

(A): General. The consolidated financial statements included in this report have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished in this report reflects all adjustments (which include only normal recurring adjustments) and estimates necessary to fairly state, in all material respects, the results for the three-month and nine-month periods ended September 30, 2017 and 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC. The results of operations for the three-month and nine-month periods ended September 30, 2017 are not necessarily indicative of results to be expected for the full year. As noted in our 2016 Form 10-K, our revenues consist primarily of sales to our 38 electric distribution cooperative members and, thus, the receivables on the consolidated balance sheets are principally from our members. See "Notes to Consolidated Financial Statements" in our 2016 Form 10-K.

(B): Fair Value. Authoritative guidance regarding fair value measurements for financial and non-financial assets and liabilities defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.

The guidance establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

•: Level 1. Quoted prices from active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Quoted prices in active markets provide the most reliable evidence of fair value and are used to measure fair value whenever available. Level 1 primarily consists of financial instruments that are exchange-traded.
•: Level 2. Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 2 primarily consists of financial instruments that are non-exchange-traded but have significant observable inputs.
•: Level 3. Pricing inputs that include significant inputs which are generally less observable from objective sources. These inputs may include internally developed methodologies that result in management's best estimate of fair value. Level 3 financial instruments are those whose fair value is based on significant unobservable inputs. None of our financial assets or liabilities had unobservable inputs classifying them as level 3.

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As required by the guidance, assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

1. Market approach . The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business) and deriving fair value based on these inputs.

2. Income approach . The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts.

3. Cost approach. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (often referred to as current replacement cost). This approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset or comparable utility, adjusted for obsolescence.

The tables below detail assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016.



	Fair Value Measurements at Reporting Date Using
		September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)

		(dollars in thousands)
Nuclear decommissioning trust funds:
Domestic equity	$	138,008	$	138,008	$	—
International equity trust		81,260		—		81,260
Corporate bonds		68,909		—		68,909
US Treasury and government agency securities		51,144		51,144		—
Agency mortgage and asset backed securities		35,153		—		35,153
Mutual funds		47,604		47,604		—
Municipal bonds		301		—		301
Other		5,407		5,407		—
Long-term investments:
International equity trust		20,712		—		20,712
Corporate bonds		15,173		—		15,173
US Treasury and government agency securities		11,608		11,608		—
Agency mortgage and asset backed securities		1,348		—		1,348
Mutual funds		75,479		75,479		—
Other		1,198		1,199		—
Natural gas swaps		807		—		807

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	Fair Value Measurements at Reporting Date Using
		December 31, 2016			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)

		(dollars in thousands)
Nuclear decommissioning trust funds:
Domestic equity	$	170,408		$	170,408	$	—
International equity trust		66,861			—		66,861
Corporate bonds		60,019			—		60,019
US Treasury and government agency securities		65,725			65,725		—
Agency mortgage and asset backed securities		17,410			—		17,410
Municipal bonds		943			—		943
Other		4,663			4,663		—
Long-term investments:
Corporate bonds		11,853			—		11,853
US Treasury and government agency securities		12,187			12,187		—
Agency mortgage and asset backed securities		1,651			—		1,651
International equity trust		15,946			—		15,946
Mutual funds		57,932			57,932		—
Other		305			305		—
Natural gas swaps		(15,090	)		—		(15,090	)

None of our assets or liabilities measured at fair value on a recurring basis were categorized as Level 3 at September 30, 2017 or December 31, 2016.

The estimated fair values of our long-term debt, including current maturities at September 30, 2017 and December 31, 2016 were as follows (in thousands):



		2017				2016

		Carrying Value		Fair Value		Carrying Value		Fair Value

Long-term debt	$	8,237,972	$	9,119,700	$	8,304,523	$	9,043,029

The estimated fair value of long-term debt is classified as Level 2 and is estimated based on observed or quoted market prices for the same or similar issues or on current rates offered to us for debt of similar maturities. The primary sources of our long-term debt consist of first mortgage bonds, pollution control revenue bonds and long-term debt issued by the Federal Financing Bank that is guaranteed by the Rural Utilities Service or the U.S. Department of Energy. We also have small amounts of long-term debt provided by National Rural Utilities Cooperative Finance Corporation (CFC) and by CoBank, ACB. The valuations for the first mortgage bonds and the pollution control revenue bonds were obtained from a third party data reporting service, and are based on secondary market trading of our debt. Valuations for debt issued by the Federal Financing Bank are based on U.S. Treasury rates as of September 30, 2017 plus an applicable spread, which reflects our borrowing rate for new loans of this type from the Federal Financing Bank. The rates on the CFC debt are fixed and the valuation is based on rate quotes provided by CFC. We use an interest rate quote sheet provided by CoBank for valuation of the CoBank debt, which reflects current rates for similar loans.

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For cash and cash equivalents, and receivables, the carrying amount approximates fair value because of the short-term maturity of those instruments. Restricted investments consist of funds on deposit with the Rural Utilities Service in the Cushion of Credit Account and the carrying amount of these investments approximates fair value.

(C): Derivative Instruments. Our risk management and compliance committee provides general oversight over all risk management and compliance activities, including but not limited to, commodity trading, investment portfolio management and interest rate risk management. We use commodity trading derivatives to manage our exposure to fluctuations in the market price of natural gas. We do not apply hedge accounting for any of these derivatives, but apply regulatory accounting. Consistent with our rate-making, unrealized gains or losses on our natural gas swaps are reflected as regulatory assets or liabilities, as appropriate.

We are exposed to credit risk as a result of entering into these hedging arrangements. Credit risk is the potential loss resulting from a counterparty's nonperformance under an agreement. We have established policies and procedures to manage credit risk through counterparty analysis, exposure calculation and monitoring, exposure limits, collateralization and certain other contractual provisions.

It is possible that volatility in commodity prices could cause us to have credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations, we could suffer a financial loss. However, as of September 30, 2017 all of the counterparties with transaction amounts outstanding under our hedging programs are rated investment grade by the major rating agencies or have provided a guaranty from one of their affiliates that is rated investment grade.

We have entered into International Swaps and Derivatives Association agreements with our natural gas hedge counterparties that mitigate credit exposure by creating contractual rights relating to creditworthiness, collateral, termination and netting (which, in certain cases, allows us to use the net value of affected transactions with the same counterparty in the event of default by the counterparty or early termination of the agreement).

Additionally, we have implemented procedures to monitor the creditworthiness of our counterparties and to evaluate nonperformance in valuing counterparty positions. We have contracted with a third party to assist in monitoring certain of our counterparties' credit standing and condition. Net liability positions are generally not adjusted as we use derivative transactions as hedges and have the ability and intent to perform under each of our contracts. In the instance of net asset positions, we consider general market conditions and the observable financial health and outlook of specific counterparties, forward looking data such as credit default swaps, when available, and historical default probabilities from credit rating agencies in evaluating the potential impact of nonperformance risk to derivative positions.

The contractual agreements contain provisions that could require us or the counterparty to post collateral or credit support. The amount of collateral or credit support that could be required is calculated as the difference between the aggregate fair value of the hedges and pre-established credit thresholds. The credit thresholds are contingent upon each party's credit ratings from the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty.

Gas hedges. Under the natural gas swap arrangements, we pay the counterparty a fixed price for specified natural gas quantities and receive a payment for such quantities based on a market price index. These payment obligations are netted, such that if the market price index is lower than the fixed price, we will make a net payment, and if the market price index is higher than the fixed price, we will receive a net payment.

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At September 30, 2017 and December 31, 2016, the estimated fair value of our natural gas contracts was a net liability of approximately $807,000 and a net asset of $15,090,000, respectively.

As of September 30, 2017 and December 31, 2016, neither we nor any counterparties were required to post credit support or collateral under the natural gas swap agreements. If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2017 due to our credit rating being downgraded below investment grade, we would have been required to post collateral or letters of credit of $2,788,000 with our counterparties.

The following table reflects the volume activity of our natural gas derivatives as of September 30, 2017 that is expected to settle or mature each year:



Year			Natural Gas Swaps (MMBTUs) (in millions)

2017			3.8
2018			24.6
2019			18.7
2020			15.9
2021			12.9
2022			5.8

Total			81.7

Interest rate options. In fourth quarter of 2011, we purchased seventeen LIBOR swaptions at a cost of $100,000,000 with a total notional amount of approximately $2,200,000,000 to hedge the interest rates on a portion of the debt that we are incurring to finance the two additional nuclear units at Plant Vogtle. The last of these options, having a notional value of $80,169,000, expired without value at March 31, 2017.

We are deferring the premiums paid to purchase these LIBOR swaptions, related carrying and other incidental costs in accordance with our rate-making treatment. The deferral will continue and costs will be amortized and collected in rates over the life of the associated debt that we hedged with the swaptions.

The table below reflects the fair value of derivative instruments and their effect on our consolidated balance sheets at September 30, 2017 and December 31, 2016.



	Balance Sheet Location		Fair Value

			2017		2016
			(dollars in thousands)
Not designated as hedges:
Assets:
Natural gas swaps	Other current assets	$	3,302	$	13,833
Natural gas swaps	Other deferred charges	$	—	$	3,289
Liabilities:
Natural gas swaps	Other current liabilities	$	—	$	54
Natural gas swaps	Other deferred credits	$	4,109	$	1,977

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The following table presents the gross realized gains and (losses) on derivative instruments recognized in margin for the three and nine months ended September 30, 2017 and 2016.



	Statement of Revenues and Expenses Location		Three months ended September 30,						Nine months ended September 30,
			2017			2016			2017			2016

			(dollars in thousands)
Not Designated as hedges:
Natural Gas Swaps	Fuel	$	778		$	2,039		$	3,514		$	2,057
Natural Gas Swaps	Fuel		(678	)		(5,923	)		(1,495	)		(18,262	)

		$	100		$	(3,884	)	$	2,019		$	(16,205	)

The following table presents the unrealized gains and (losses) on derivative instruments deferred on the balance sheet at September 30, 2017 and December 31, 2016.



	Balance Sheet Location		2017			2016

			(dollars in thousands)
Not designated as hedges:
Natural gas swaps	Regulatory asset	$	(2,788	)	$	(62	)
Natural gas swaps	Regulatory liability		1,981			15,152
Interest rate options	Regulatory asset		—			(5,788	)

Total not designated as hedges		$	(807	)	$	9,302

(D): Investments in Debt and Equity Securities. Investment securities we hold are classified as available-for-sale. Available-for-sale securities are carried at market value with unrealized gains and losses, net of any tax effect, added to or deducted from other comprehensive margin, except that, in accordance with our rate-making treatment, unrealized gains and losses from investment securities held in the nuclear decommissioning funds are directly added to or deducted from the regulatory asset for asset retirement obligations. Realized gains and losses on the nuclear decommissioning funds are also recorded to the regulatory asset. All realized and unrealized gains and losses are determined using the specific identification method. As of September 30, 2017 approximately 79% of these gross unrealized losses had been unrealized for a duration of less than one year.

The following tables summarize available-for-sale securities as of September 30, 2017 and December 31, 2016.

Gross Unrealized

(dollars in thousands)

September 30, 2017

Cost

Gains

Losses

Fair
Value

Equity

251,021

75,181

(4,386

)

321,816

Debt

224,458

2,194

(1,769

)

224,883

Other

6,604

—

6,605

Total

482,083

77,376

(6,155

)

553,304

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		Gross Unrealized

		(dollars in thousands)
December 31, 2016		Cost		Gains		Losses			Fair Value

Equity	$	237,317	$	51,054	$	(5,041	)	$	283,330
Debt		201,492		1,167		(3,423	)		199,236
Other		3,339		—		(2	)		3,337

Total	$	442,148	$	52,221	$	(8,466	)	$	485,903

(E): Recently Issued or Adopted Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued "Revenue from Contracts with Customers" (Topic 606). The new revenue standard requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The standard was effective for the annual reporting period beginning after December 15, 2016 using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures). Early adoption was not permitted.

In August 2015, the FASB issued an update to Topic 606 deferring the effective date by one year. The standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. The standard also permits early adoption of the standard, but not before the original effective date of December 15, 2016.

While we expect that the majority of our revenues will be included in the scope of Topic 606, we have not fully completed our evaluation of the new revenue standard. Our evaluation process includes, but is not limited to, identifying contracts within the scope of Topic 606, reviewing and documenting our accounting for these contracts and assessing the applicability of the variable consideration guidance. A large majority of our revenues is derived from substantially identical wholesale power contracts that we have with each of our 38 members. We expect the pattern of revenue recognition pursuant to our wholesale power contracts will remain unchanged on an annual basis under the new revenue standard. However, we continue to evaluate the effects, if any, of Topic 606 on our interim period revenues as it relates to budget adjustments, which have historically been made during the fourth quarter but may also be made during the year that affect our annual revenue requirement and therefore amounts billed to our members. We also continue to evaluate other revenue streams and the related contracts, as well as monitor issues specific to the power and utilities industry. While we have not fully completed our evaluation of the impact of the new revenue recognition guidance, we currently anticipate utilizing a full retrospective transition upon the adoption of Topic 606 as of January 1, 2018.

In January 2016, the FASB issued "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The new standard is effective for us for annual reporting periods beginning after December 15, 2017, and interim periods therein. Certain provisions within this update can be adopted early. Certain provisions within this update should be applied by means of a cumulative effect adjustment to the balance sheet of the fiscal year of adoption and certain provisions should be applied prospectively. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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In February 2016, the FASB issued "Leases (Topic 842)." The new leases standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The new lease standard does not substantially change lessor accounting. The new leases standard is effective for us on a modified retrospective approach for annual reporting periods beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. We are currently evaluating the future impact of this standard on our consolidated financial statements.

In June 2016, the FASB issued "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The amendments in this update replace the current incurred loss impairment methodology with a methodology that reflects expected credit losses. The new standard is effective for us prospectively for annual reporting periods beginning after December 15, 2019, and interim periods therein. The amendments in this update can be adopted earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the future impact of this standard on our consolidated financial statements.

In August 2016, the FASB issued "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The amendments in this standard provide specific guidance on eight cash flow classification issues relating to how certain cash receipts and cash payments are presented and classified in the statement of cash flows, thereby reducing the current and potential future diversity in practice. The new standard is effective for us for annual reporting periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued "Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)." The amendments in this standard require the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The new standard is effective for us on a retrospective basis for annual reporting periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted, including adoption in an interim period. Our restricted cash balances are nominal and accordingly we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

(F): Accumulated Comprehensive Margin. The table below provides detail of the beginning and ending balance for each classification of other comprehensive margin along with the amount of any reclassification adjustments included in margin for each of the periods presented in the unaudited Consolidated Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive (Deficit) Margin. There were no material changes in the nature, timing or amounts of expected (gain) loss reclassified to net margin from the amounts disclosed in our 2016

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Form 10-K. Amounts reclassified to net margin in the table below are reflected in "Other income" on our unaudited Consolidated Statements of Revenues and Expenses.

Our effective tax rate is zero; therefore, all amounts below are presented net of tax.



		Accumulated Other Comprehensive (Deficit) Margin
		Three Months Ended September 30, 2016

		(dollars in thousands)
		Available-for-sale Securities

Balance at June 30, 2016	$	435
Unrealized gain		50
(Gain) reclassified to net margin		(69	)

Balance at September 30, 2016	$	416


		Three Months Ended September 30, 2017

		(dollars in thousands)
		Available-for-sale Securities

Balance at June 30, 2017	$	(408	)
Unrealized gain		33
Loss reclassified to net margin		23

Balance at September 30, 2017	$	(352	)

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		Nine Months Ended September 30, 2016

		(dollars in thousands)
		Available-for-sale Securities

Balance at December 31, 2015	$	58
Unrealized gain		486
(Gain) reclassified to net margin		(128	)

Balance at September 30, 2016	$	416


		Nine Months Ended September 30, 2017

		(dollars in thousands)
		Available-for-sale Securities

Balance at December 31, 2016	$	(370	)
Unrealized loss		(57	)
Loss reclassified to net margin		75

Balance at September 30, 2017	$	(352	)

(G): Contingencies and Regulatory Matters.

We do not anticipate that the liabilities, if any, for any current proceedings against us will have a material effect on our financial condition or results of operations. However, at this time, the ultimate outcome of any pending or potential litigation cannot be determined.

a. Patronage Capital Litigation

On June 9, 2017, the Georgia Court of Appeals upheld the Superior Court of DeKalb County's decision to dismiss on all counts both of the cases described under Note 12— Patronage Capital Litigation in our 2016 Form 10-K. The plaintiffs did not further appeal these dismissals to the Georgia Supreme Court and the appeal period has since expired, ending this litigation.

b. Environmental Matters

As is typical for electric utilities, we are subject to various federal, state and local environmental laws which represent significant future risks and uncertainties. Air emissions, water discharges and water usage are extensively controlled, closely monitored and periodically reported. Handling and disposal requirements govern the manner of transportation, storage and disposal of various types of waste. We are also subject to climate change regulations that impose restrictions on emissions of greenhouse gases, including carbon dioxide, for certain new and modified facilities.

In general, these and other types of environmental requirements have become increasingly stringent. Such requirements may substantially increase the cost of electric service, by requiring modifications in the design or operation of existing facilities or the purchase of emission allowances. Failure to comply with these requirements could result in civil and criminal penalties and could include the complete shutdown of individual generating units not in compliance. Certain of our debt instruments require us to comply in all material respects with laws, rules, regulations and orders imposed by applicable governmental authorities, which include current and future

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environmental laws or regulations. Should we fail to be in compliance with these requirements, it would constitute a default under those debt instruments. We believe that we are in compliance with those environmental regulations currently applicable to our business and operations. Although it is our intent to comply with current and future regulations, we cannot provide assurance that we will always be in compliance.

At this time, the ultimate impact of any new and more stringent environmental regulations described above is uncertain and could have an effect on our financial condition, results of operations and cash flows as a result of future additional capital expenditures and increased operations and maintenance costs.

Additionally, litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as air quality and water standards, has increased generally throughout the United States. In particular, personal injury and other claims for damages caused by alleged exposure to hazardous materials, and common law nuisance claims for injunctive relief, personal injury and property damage allegedly caused by coal combustion residue, greenhouse gas and other emissions have become more frequent.

(H): Restricted Investments. Restricted investments consist of funds on deposit with the Rural Utilities Service in the Cushion of Credit Account. We can only utilize these investments for future Rural Utilities Service-guaranteed Federal Financing Bank debt service payments. The funds on deposit earn interest at a rate of 5% per annum. At September 30, 2017 and December 31, 2016, we had restricted investments totaling $511,612,000 and $468,179,000, respectively, of which $265,180,000 and $221,122,000, respectively, were classified as long-term. The funds on deposit with the Rural Utilities Service in the Cushion of Credit Account are held by the U.S. Treasury, acting through the Federal Financing Bank.

(I): Regulatory Assets and Liabilities. We apply the accounting guidance for regulated operations. Regulatory assets represent certain costs that are probable of recovery from our members in future revenues through rates under the wholesale power contracts with our members extending through December 31, 2050. Regulatory liabilities represent certain items of income that we are retaining and that will be applied in the future to reduce revenues required to be recovered from our members.

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The following regulatory assets and liabilities are reflected on the unaudited consolidated balance sheets as of September 30, 2017 and December 31, 2016.



		2017		2016
		(dollars in thousands)

Regulatory Assets:
Premium and loss on reacquired debt ^(a)	$	51,546	$	55,084
Amortization on capital leases ^(b)		33,454		32,274
Outage costs ^(c)		42,060		39,986
Interest rate swap termination fees ^(d)		2,231		3,570
Asset retirement obligations—Ashpond and other ^(l)		59,540		33,747
Depreciation expense ^(e)		43,023		44,091
Deferred charges related to Vogtle Units No. 3 and No. 4 training costs ^(f)		47,322		43,444
Interest rate options cost ^(g)		110,915		107,394
Deferral of effects on net margin—Smith Energy Facility ^(h)		167,941		172,399
Other regulatory assets ^(m)		14,205		13,398

Total Regulatory Assets	$	572,237	$	545,387
Regulatory Liabilities:
Accumulated retirement costs for other obligations ⁽ⁱ⁾	$	14,235	$	9,829
Deferral of effects on net margin—Hawk Road Energy Facility ^(h)		19,705		20,163
Major maintenance reserve ^(j)		43,269		28,379
Amortization on capital leases ^(b)		20,780		23,084
Deferred debt service adder ^(k)		93,296		86,082
Asset retirement obligations ^(l)		40,199		11,766
Other regulatory liabilities ^(m)		4,961		18,445

Total Regulatory Liabilities	$	236,445	$	197,748

Net Regulatory Assets	$	335,792	$	347,639

^(a): Represents premiums paid, together with unamortized transaction costs related to reacquired debt that are being amortized over the lives of the refunding debt, which range up to 27 years.
^(b): Represents the difference between expense recognized for rate-making purposes and financial statement purposes related to capital lease payments and the aggregate of the amortization of the asset and interest on the obligation.
^(c): Consists of both coal-fired maintenance and nuclear refueling outage costs. Coal-fired outage costs are amortized on a straight-line basis to expense over a 24-month period. Nuclear refueling outage costs are amortized on a straight-line basis to expense over the 18 to 24-month operating cycles of each unit.
^(d): Represents losses on settled interest rate swap arrangements that are being amortized through the end of 2018.
^(e): Prior to Nuclear Regulatory Commission (NRC) approval of a 20-year license extension for Plant Vogtle, we deferred the difference between Plant Vogtle depreciation expense based on the then 40-year operating license and depreciation expense assuming an expected 20-year license extension. Amortization commenced upon NRC approval of the license extension in 2009 and is being amortized over the remaining life of the plant.
^(f): Deferred charges related to Vogtle Units No. 3 and No. 4 training and interest related carrying costs of such training. Amortization will commence effective with the commercial operation date of each unit and amortized to expense over the life of the units.
^(g): Deferral of costs associated with interest rate options purchased to hedge interest rates on certain borrowings related to Vogtle Units No.3 and No.4 construction that will be amortized over the life of the associated debt.
^(h): Effects on net margin for Smith and Hawk Road Energy Facilities are being amortized over the remaining life of each respective plant.
⁽ⁱ⁾: Represents the accrual of retirement costs associated with long-lived assets for which there are no legal obligations to retire the assets.
^(j): Represents collections for future major maintenance costs; revenues are recognized as major maintenance costs are incurred.
^(k): Represents collections to fund certain debt payments to be made through the end of 2025 which will be in excess of amounts collected through depreciation expense; the deferred credits will be amortized over the remaining useful life of the plants.
^(l): Represents difference in timing of recognition of the costs of decommissioning for financial statement purposes and for ratemaking purposes.
^(m): The amortization period for other regulatory assets range up to 33 years and the amortization period of other regulatory liabilities range up to 10 years.

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(J): Member Power Bill Prepayments. We have a power bill prepayment program pursuant to which members can prepay their power bills from us at a discount based on our avoided cost of borrowing. The prepayments are credited against the participating members' power bills in the month(s) agreed upon in advance. The discounts are credited against the power bills and are recorded as a reduction to member revenues. The prepayments are being credited against members' power bills through January 2022, with the majority of the balance scheduled to be credited by the end of 2019.

(K)

Debt.

a): Department of Energy Loan Guarantee:

Pursuant to the loan guarantee program established under Title XVII of the Energy Policy Act of 2005 (the Title XVII Loan Guarantee Program), we and the U.S. Department of Energy, acting by and through the Secretary of Energy, entered into a Loan Guarantee Agreement on February 20, 2014 (as amended, the Loan Guarantee Agreement) pursuant to which the Department of Energy agreed to guarantee our obligations under the Note Purchase Agreement dated as of February 20, 2014 (the Note Purchase Agreement), among us, the Federal Financing Bank and the Department of Energy and two future advance promissory notes, each dated February 20, 2014, made by us to the Federal Financing Bank (the FFB Notes and together with the Note Purchase Agreement, the FFB Credit Facility Documents). The FFB Credit Facility Documents provide for a multi-advance term loan facility (the Facility), under which we may make long-term loan borrowings through the Federal Financing Bank.

Proceeds of advances made under the Facility will be used to reimburse us for a portion of certain costs of construction relating to Vogtle Units No. 3 and No. 4 that are eligible for financing under the Title XVII Loan Guarantee Program. Aggregate borrowings under the Facility may not exceed the lesser of (i) 70% of eligible project costs or (ii) $3,057,069,461, of which $335,471,604 is designated for capitalized interest.

Under the Loan Guarantee Agreement, we are obligated to reimburse the Department of Energy in the event the Department of Energy is required to make any payments to the Federal Financing Bank under the guarantee. Our payment obligations to the Federal Financing Bank under the FFB Notes and reimbursement obligations to the Department of Energy under its guarantee, but not our covenants to the Department of Energy under the Loan Guarantee Agreement, are secured equally and ratably with all of our other notes and obligations issued under our first mortgage indenture. The final maturity date for each advance is February 20, 2044. Interest is payable quarterly in arrears and principal payments will begin on February 20, 2020. Under both FFB Notes, the interest rates during the applicable interest rate periods will equal the current average yield on U.S. Treasuries of comparable maturity at the beginning of the interest rate period, plus a spread equal to 0.375%.

At September 30, 2017, aggregate Department of Energy-guaranteed borrowings totaled $1,720,997,000, including capitalized interest.

On July 27, 2017, we and the Department of Energy entered into Amendment No. 3 to the Loan Guarantee Agreement. Under the amended terms of the Loan Guarantee Agreement, no advances under the Facility will be permitted unless and until such time as Georgia Power, on behalf of the Co-owners (as defined in Note L), has (i) completed comprehensive schedule, cost-to-complete, and cancellation cost assessments (the Cost Assessments) and made a determination to continue construction of Vogtle Units No. 3 and No. 4; (ii) delivered to the Department of Energy an updated project schedule, construction budget, and other information; (iii) entered into one or more agreements with a construction contractor or contractors that will be primarily responsible for construction of Vogtle Units No. 3 and No. 4 and such agreements have been approved by the Department of Energy (together with the Services Agreement (as defined in Note L) and certain

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related intellectual property licenses (the IP Licenses), the Replacement EPC Arrangements); and (iv) entered into a further amendment to the Loan Guarantee Agreement with the Department of Energy to reflect the Replacement EPC Arrangements.

When the conditions in the preceding paragraph are satisfied, advances may be requested under the Facility on a quarterly basis through December 31, 2020. The timing of satisfaction of these conditions is currently uncertain but likely to be satisfied in 2018. In addition to the conditions described above, future advances are subject to satisfaction of customary conditions, including certification of compliance with the requirements of the Title XVII Loan Guarantee Program, accuracy of project-related representations and warranties, delivery of updated project-related information, our continued ownership of our interest in Vogtle Units No. 3 and No. 4 free and clear of any liens except those permitted under the Loan Guarantee Agreement, evidence of compliance with the prevailing wage requirements of the Davis-Bacon Act, as amended, and certification from the Department of Energy's consulting engineer that proceeds of the advance are used to reimburse eligible project costs.

Under the Loan Guarantee Agreement, we are subject to customary borrower affirmative and negative covenants and events of default. In addition, we are subject to project-related reporting requirements and other project-specific covenants and events of default.

Under the Loan Guarantee Agreement, upon the occurrence of an "Alternate Amortization Event," the Department of Energy may require us to prepay the outstanding principal amount of all guaranteed borrowings over a period of five years, with level principal amortization. These events include (i) cessation of the construction of Vogtle Units No. 3 and No. 4 for twelve consecutive months, (ii) termination of the Services Agreement or rejection of the Services Agreement in bankruptcy if Georgia Power does not maintain access to intellectual property rights under the IP Licenses, (iii) a decision by us not to continue construction of Vogtle Units No. 3 and No. 4, (iv) Georgia Power, on behalf of the Co-owners, fails to complete the Cost Assessments or enter into the Replacement EPC Arrangements by December 31, 2017, (v) loss of or failure to receive necessary regulatory approvals under certain circumstances, (vi) loss of access to intellectual property rights necessary to construct or operate Vogtle Units No. 3 and No. 4 under certain circumstances, (vii) our failure to fund our share of operation and maintenance expenses for Vogtle Units No. 3 and No. 4 for twelve consecutive months, (viii) change of control of Oglethorpe and (ix) certain events of loss or condemnation.

Under certain circumstances we may be required to make prepayments in connection with our receipt of payments under the settlement agreement with Toshiba regarding the Toshiba Guarantee or from the EPC Contractor under the EPC Agreement (as defined in Note L). In addition, if we receive proceeds from an event of condemnation relating to Vogtle Units No. 3 and No. 4, such proceeds must be applied to immediately prepay outstanding borrowings under the Facility.

We may also voluntarily prepay outstanding borrowings under the Facility. Under the FFB Credit Facility Documents, any prepayment will be subject to a make-whole premium or discount, as applicable.

On September 28, 2017, the Department of Energy issued a conditional commitment to us for up to approximately $1,620,000,000 in additional guaranteed loans under the Loan Guarantee Agreement. Final approval and issuance of these additional loan guarantees by the Department of Energy cannot be assured and are subject to negotiation of definitive agreements, completion of due diligence by the Department of Energy, receipt of any necessary regulatory approvals and satisfaction of other conditions.

b): Rural Utilities Service Guaranteed Loans:

For the nine-month period ended September 30, 2017 we received advances on Rural Utilities Service-guaranteed Federal Financing Bank loans totaling $4,517,000 for general and

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environmental improvements at existing plants.These advances are secured under our first mortgage indenture.

On October 30, 2017, we received an additional $17,582,000 in advances on Rural Utilities Service-guaranteed Federal Financing Bank loans for general and environmental improvements at existing plants.

c): Pollution Control Revenue Bonds:

On October 12, 2017, the Development Authority of Burke County (Georgia), the Development Authority of Heard County (Georgia) and the Development Authority of Monroe County (Georgia) issued, on our behalf, $122,620,000 in aggregate principal amount of tax-exempt pollution control revenue bonds for the purpose of refinancing costs associated with certain of our air or water pollution control and sewage or solid waste disposal facilities. The bonds were directly purchased by a bank and the proceeds were used to repay outstanding commercial paper issued to redeem certain auction rate pollution control revenue bonds in January 2017. Each series of bonds bear interest at an indexed variable rate until October 3, 2022, the initial mandatory tender date. The pollution control revenue bonds are scheduled to mature in 2040 through 2045. Our payment obligations related to these bonds are secured under our first mortgage indenture.

(L): Vogtle Units No. 3 and No. 4 Construction Project. We, Georgia Power, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, doing business as Dalton Utilities (collectively, the Co-owners) are parties to an Ownership Participation Agreement that, along with other agreements, governs our participation in two additional nuclear units at Plant Vogtle, Units No. 3 and No. 4. The Co-owners appointed Georgia Power to act as agent under this agreement. Our binding ownership interest and proportionate share of the cost to construct these units is 30%. Pursuant to this agreement, Georgia Power has designated Southern Nuclear Operating Company, Inc. as its agent for licensing, engineering, procurement, contract management, construction and pre-operation services.

In 2008, Georgia Power, acting for itself and as agent for the Co-owners, entered into an Engineering, Procurement and Construction Agreement (the EPC Agreement) with Westinghouse Electric Company LLC and Stone & Webster, Inc. (collectively, the EPC Contractor). Stone & Webster was subsequently acquired by Westinghouse and changed its name to WECTEC Global Project Services Inc. (WECTEC). Pursuant to the EPC Agreement, the EPC Contractor agreed to design, engineer, procure, construct and test two 1,100 megawatt nuclear units using the Westinghouse AP1000 technology and related facilities at Plant Vogtle.

Under the EPC Agreement, the Co-owners agreed to pay a purchase price subject to certain price escalations and adjustments. The EPC Agreement also provided for liquidated damages upon the EPC Contractor's failure to fulfill the schedule and certain performance guarantees, each subject to an aggregate cap of 10% of the contract price, or approximately $920 million.

Toshiba Corporation guaranteed certain payment obligations of the EPC Contractor under the EPC Agreement (the Toshiba Guarantee), including any liability of the EPC Contractor for abandonment of work. In January 2016, Westinghouse delivered to the Co-owners $920 million of letters of credit from financial institutions (Westinghouse Letters of Credit) to secure a portion of the EPC Contractor's potential obligations under the EPC Agreement. The Westinghouse Letters of Credit are subject to annual renewals through June 30, 2020, and require 60 days' written notice to Georgia Power, as agent of the Co-owners, in the event the Westinghouse Letters of Credit will not be renewed.

Under the terms of the EPC Agreement, the EPC Contractor did not have the right to terminate the EPC Agreement for convenience. In the event of an abandonment of work by the EPC

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Contractor, the maximum liability of the EPC Contractor under the EPC Agreement was 40% of the contract price, or $3.68 billion, of which our proportionate share is approximately $1.1 billion.

On March 29, 2017, the EPC Contractor filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. To provide for a continuation of work at Vogtle Units No. 3 and No. 4, Georgia Power, acting for itself and as agent for the other Co-owners, entered into an Interim Assessment Agreement with the EPC Contractor and WECTEC Staffing Services LLC, which the bankruptcy court approved on March 30, 2017. The Interim Assessment Agreement provided, among other items, that during the term of the Interim Assessment Agreement Georgia Power was obligated to pay, on behalf of the Co-owners, all costs accrued by the EPC Contractor for subcontractors and vendors for services performed or goods provided. The Interim Assessment Agreement, as amended, expired on July 27, 2017.

Subsequent to the EPC Contractor's bankruptcy filing, a number of subcontractors to the EPC Contractor, including Fluor Enterprises, Inc., a subsidiary of Fluor Corporation, alleged non-payment by the EPC Contractor for amounts owed for work performed on Vogtle Units No. 3 and No. 4. Georgia Power, acting for itself and as agent for the Co-owners, has taken, and continues to take, actions to remove liens filed by these subcontractors through the posting of surety bonds. Georgia Power estimates the aggregate liability, through September 30, 2017, of the Co-owners for the removal of subcontractor liens and payment of other EPC Contractor pre-petition accounts payable to total approximately $386 million, of which our proportionate share totals approximately $115 million. As of September 30, 2017, $340 million of this aggregate liability had been paid or accrued by Georgia Power, on behalf of the Co-owners.

On June 9, 2017, Georgia Power and the other Co-owners and Toshiba entered into a settlement agreement regarding the Toshiba Guarantee (the Guarantee Settlement Agreement). Pursuant to the Guarantee Settlement Agreement, Toshiba acknowledged the amount of its obligation under the Toshiba Guarantee is $3.68 billion (the Guarantee Obligations), of which our proportionate share is approximately $1.1 billion, and that the Guarantee Obligations exist regardless of whether Vogtle Units No. 3 and No. 4 are completed. The Guarantee Settlement Agreement also provides for a schedule of payments for the Guarantee Obligations that began in October 2017 and continues through January 2021. In the event Toshiba receives certain payments, including sale proceeds, from or related to Westinghouse (or its subsidiaries) or Toshiba Nuclear Energy Holdings (UK) Limited (or its subsidiaries), it will hold a portion of such payments in trust for the Co-owners and promptly pay them as offsets against any remaining Guarantee Obligations. Under the Guarantee Settlement Agreement, the Co-owners will forbear from exercising certain remedies, including drawing on the Westinghouse Letters of Credit, until June 30, 2020, unless certain events of nonpayment, insolvency, or other material breach of the Guarantee Settlement Agreement by Toshiba occur. If such an event occurs, the balance of the Guarantee Obligations will become immediately due and payable, and the Co-owners may exercise any and all rights and remedies, including drawing on the Westinghouse Letters of Credit without restriction. In addition, the Guarantee Settlement Agreement does not restrict the Co-owners from fully drawing on the Westinghouse Letters of Credit in the event they are not renewed or replaced prior to the expiration date. In October and November 2017, Georgia Power, on behalf of the Co-owners, received the first two installments of the Guarantee Obligations totaling $377.5 million from Toshiba, of which our proportionate share was $113.3 million. We are considering potential options with respect to our right to payments under the Guarantee Settlement Agreement and our claims against the EPC Contractor in the EPC Contractor's bankruptcy proceeding, including a potential sale of those payment rights and bankruptcy claims. Execution of any such transaction cannot be assured and would require certain consents from and cooperation by the Department of Energy.

On November 9, 2017, Toshiba released its financial results for the second quarter of fiscal year 2017, which reflected a negative shareholders' equity balance of approximately $5.5 billion as of

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September 30, 2017. Toshiba also reiterated the existence of material events and conditions that raise substantial doubt about Toshiba's ability to continue as a going concern. As a result, substantial risk regarding the Co-owners' ability to fully collect the Guarantee Obligations continues to exist. An inability or other failure by Toshiba to perform its obligations under the Guarantee Settlement Agreement could have a further material impact on the net cost to the Co-owners of Vogtle Units No. 3 and No. 4, and, therefore, on our financial condition and results of operations as well.

Additionally, on June 9, 2017, Georgia Power, acting for itself and as agent for the other Co-owners, and the EPC Contractor entered into a services agreement, which was amended and restated on July 20, 2017 (the Services Agreement), for the EPC Contractor to transition construction management of Vogtle Units No. 3 and No. 4 to Southern Nuclear and to provide ongoing design, engineering, and procurement services to Southern Nuclear. On July 20, 2017, the bankruptcy court approved the EPC Contractor's motion seeking authorization to (i) enter into the Services Agreement, (ii) assume and assign to the Co-owners certain project-related contracts, (iii) join the Co-owners as counterparties to certain assumed project-related contracts, and (iv) reject the EPC Agreement. The Services Agreement became effective upon approval by the Department of Energy on July 27, 2017 and will continue until the start-up and testing of Vogtle Units No. 3 and No. 4 is complete and electricity is generated and sold from both units. The Services Agreement is terminable by the Co-owners upon 30 days' written notice.

On August 31, 2017, Georgia Power filed its 17 ^th Vogtle Construction Monitoring report (VCM 17 Report) with the Georgia Public Service Commission. In the VCM 17 Report, Georgia Power recommended that construction on Vogtle Units No. 3 and No. 4 be continued with Southern Nuclear serving as project manager. The recommendation to continue construction is supported by all the Co-owners and is based on the results of a comprehensive schedule, cost-to-complete and cancellation assessment. The Georgia Public Service Commission will render a decision on these matters by February 6, 2018.

The revised project schedule Georgia Power submitted to the Georgia Public Service Commission for approval included commercial operation dates of November 2021 for Unit No. 3 and November 2022 for Unit No. 4. Based on comprehensive cost-to complete assessments and the revised commercial operation dates, our revised project budget is $7.0 billion, which includes capital costs, allowance for funds used during construction and a contingency amount. This budget assumes 100% recovery of our $1.1 billion share of the Guarantee Obligations from Toshiba. As of September 30, 2017, our total investment in the additional Vogtle units was approximately $3.9 billion without taking into account any amounts recoverable from Toshiba. Amounts recovered in connection with the Guarantee Settlement Agreement will be recorded as a reduction to the construction work in progress balance as payments are received.

Effective October 23, 2017, Georgia Power, acting for itself and as agent for the other Co-owners, entered into a construction completion agreement (the Bechtel Agreement) with Bechtel Power Corporation, whereby Bechtel will serve as the primary contractor for the remaining construction activities for Vogtle Units No. 3 and No. 4. Facility design and engineering remains the responsibility of Westinghouse under the Services Agreement. The Bechtel Agreement is a cost reimbursable plus fee arrangement, whereby Bechtel will be reimbursed for actual costs plus a base fee and an at-risk fee, which is subject to adjustment based on Bechtel's performance against cost and schedule targets. Each Co-owner is severally (not jointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to Bechtel under the Bechtel Agreement. The Co-owners may terminate the Bechtel Agreement at any time for their convenience, provided that the Co-owners will be required to pay amounts related to work performed prior to the termination (including the applicable portion of the base fee), certain termination-related costs and, at certain stages of the work, the at-risk fee. Bechtel may terminate the Bechtel Agreement under certain

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circumstances, including, certain Co-owner suspensions of work, certain breaches of the Bechtel Agreement by the Co-owners, Co-owner insolvency and certain other events.

On November 2, 2017, the Co-owners entered into an amendment to their joint ownership agreements for Vogtle Units No. 3 and No. 4 (as amended, the Joint Ownership Agreements) to provide for, among other conditions, additional Co-owner approval requirements. Pursuant to the Joint Ownership Agreements, the holders of at least 90% of the ownership interests in Vogtle Units No. 3 and No. 4 must vote to continue construction if certain adverse events occur, including: (i) the bankruptcy of Toshiba or, except in the case in which each of the Co-owners has assigned its rights under the Guarantee Settlement Agreement to a third party, a material breach by Toshiba of the Guarantee Settlement Agreement; (ii) termination or rejection in bankruptcy of certain agreements, including the Services Agreement or the Bechtel Agreement; (iii) the Georgia Public Service Commission or Georgia Power determines that any of Georgia Power's costs relating to the construction of Vogtle Units No. 3 and No. 4 will not be recovered in retail rates because such costs are deemed unreasonable or imprudent; or (iv) an increase in the construction budget contained in the seventeenth VCM report of more than $1 billion or extension of the project schedule contained in the seventeenth VCM report of more than one year. In addition, pursuant to the Joint Ownership Agreements, the required approval of holders of ownership interests in Vogtle Units No. 3 and No. 4 is at least (i) 90% for a change of the primary construction contractor and (ii) 67% for material amendments to the Services Agreement or agreements with Southern Nuclear or the primary construction contractor, including the Bechtel Agreement.

The effectiveness of the amendments to the Joint Ownership Agreements related to the Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of April 21, 2006, as amended, is subject to the condition that we obtain the approval of the Rural Utilities Service as required under our loan contract with the Rural Utilities Service.

In the event the Vogtle project is cancelled, our proportionate share of the Co-owners' cancellation costs are estimated to be approximately $230 million. If the project is cancelled, we would seek regulatory accounting treatment to amortize our investment in the Vogtle project over a long-term period which would require the approval of our board of directors, and we would submit the regulatory accounting treatment request to the Rural Utilities Service for its approval.

There have been technical and procedural challenges to the construction and licensing of Vogtle Units No. 3 and No. 4 at the federal and state level and additional challenges may arise as construction proceeds. Processes are in place that are designed to assure compliance with the requirements specified in the Westinghouse Design Control Document and the combined construction and operating licenses, including inspections by Southern Nuclear and the Nuclear Regulatory Commission that occur throughout construction. As a result of such compliance processes, certain license amendment requests have been filed and approved or are pending before the Nuclear Regulatory Commission. Various design and other licensing-based compliance matters, including the timely resolution of Inspections, Tests, Analyses, and Acceptance Criteria and the related approvals by the Nuclear Regulatory Commission, may arise if construction proceeds, which may result in additional license amendments or require other resolution. If any license amendment requests or other licensing-based compliance issues are not resolved in a timely manner, there may be further delays in the project schedule that could result in increased costs.

As construction continues, the risk remains that challenges with management of contractors, subcontractors and vendors, labor productivity, fabrication, delivery, assembly, and installation of plant systems, structures, and components, or other issues could arise and may further impact project schedule and cost.

The ultimate outcome of these matters cannot be determined at this time.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

We are a Georgia electric membership corporation (an EMC) incorporated in 1974 and headquartered in metropolitan Atlanta. We are owned by our 38 retail electric distribution cooperative members. Our members are consumer-owned distribution cooperatives providing retail electric service in Georgia on a not-for-profit basis. Our principal business is providing wholesale electric power to our members, which we provide primarily from our generation assets and, to a lesser extent, from power purchased from other suppliers. As with cooperatives generally, we operate on a not-for-profit basis.

Results of Operations

For the Three and Nine Months Ended September 30, 2017 and 2016

Net Margin

Our net margins for the three-month and nine-month periods ended September 30, 2017 were $20.8 million and $63.7 million compared to $18.6 million and $62.5 million for the same periods of 2016. Through September 30, 2017, we collected approximately 123% of our targeted net margin of $51.7 million for the year ending December 31, 2017. These collections are typical as our capacity revenues are generally recorded evenly throughout the year and our management budgets conservatively. In September 2017, our board of directors approved a budget adjustment that reduced revenue requirements by $5.0 million in order to provide our members with a measure of relief for costs they incurred as a result of significant system damage from Hurricane Irma. We anticipate our board of directors will approve an additional budget adjustment by the end of the year so margins will achieve, but not exceed, our 2017 targeted margins for interest ratio of 1.14. For additional information regarding our net margin requirements and policy, see "Item 7— MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS —Summary of Cooperative Operations— Margins " in our 2016 Form 10-K.

Operating Revenues

Our operating revenues fluctuate from period to period based on several factors, including fuel costs, weather and other seasonal factors, load requirements in our members' service territories, operating costs, availability of electric generation resources, our decisions of whether to dispatch our owned, purchased or member-owned resources over which we have dispatch rights, and our members' decisions of whether to purchase a portion of their hourly energy requirements from our resources or from other suppliers.

Sales to Members. We generate revenues principally from the sale of electric capacity and energy to our members. Capacity revenues are the revenues we receive for electric service whether or not our generation and purchased power resources are dispatched to produce electricity, and are designed to recover the fixed costs associated with our business, including fixed production expenses, depreciation and amortization expenses and interest charges, plus a targeted margin. Energy revenues are earned by selling electricity to our members, which involves generating or purchasing electricity for our members. Energy revenues recover the variable costs of our business, including fuel, purchased energy and variable operation and maintenance expense.

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The components of member revenues for the three-month and nine-month periods ended September 30, 2017 and 2016 were as follows:




		Three Months Ended September 30,					2017 vs. 2016 % Change		Nine Months Ended September 30,					2017 vs. 2016 % Change

		(dollars in thousands)							(dollars in thousands)
		2017			2016				2017			2016

Capacity revenues	$	217,918		$	228,011		(4.4%)	$	666,226		$	681,384		(2.2%)
Energy revenues		167,840			202,872		(17.3%)		440,749			476,750		(7.6%)

Total	$	385,758		$	430,883		(10.5%)	$	1,106,975		$	1,158,134		(4.4%)



MWh Sales to members		6,962,978			7,956,412		(12.5%)		18,213,379			19,886,944		(8.4%)
Cents/kWh		5.54			5.42		2.3%		6.08			5.82		4.4%
Member energy requirements supplied		62	%		64	%	(3.9%)		63	%		64	%	(1.3%)

Capacity revenues for the three-month and nine-month periods ended September 30, 2017 reflect a $5.0 million reduction in revenue requirements for the September 2017 budget adjustment approved by the board of directors discussed above.

Energy revenues from members decreased for the three-month and nine-month periods ended September 30, 2017 compared to the same periods in 2016 primarily due to a decrease in fuel costs which was largely a result of a decrease in generation for member sales in 2017. For a discussion of fuel costs, which are the primary components of energy revenues, see "— Operating Expenses ."

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Operating Expenses

The following table summarizes our fuel costs and megawatt-hour generation by generating source.




		Cost				Generation			Cents per kWh

		(dollars in thousands)				(MWh)
		Three Months Ended September 30,			2017 vs.	Three Months Ended September 30,		2017 vs.	Three Months Ended September 30,		2017 vs.

Fuel Source		2017		2016	2016 % Change	2017	2016	2016 % Change	2017	2016	2016 % Change

Coal	$	30,924	$	49,478	(37.5%)	1,157,960	1,704,203	(32.1%)	2.67	2.90	(8.0%)
Nuclear		23,249		21,950	5.9%	2,585,668	2,691,129	(3.9%)	0.90	0.82	10.2%
Gas:
Combined Cycle		67,058		73,223	(8.4%)	2,888,612	2,976,562	(3.0%)	2.32	2.46	(5.6%)
Combustion Turbine		22,536		33,865	(33.5%)	544,294	846,699	(35.7%)	4.14	4.00	3.5%

	$	143,767	$	178,516	(19.5%)	7,176,534	8,218,593	(12.7%)	2.00	2.17	(7.8%)


		Cost				Generation			Cents per kWh

		(dollars in thousands)				(MWh)
		Nine Months Ended September 30,			2017 vs.	Nine Months Ended September 30,		2017 vs.	Nine Months Ended September 30,		2017 vs.

Fuel Source		2017		2016	2016 % Change	2017	2016	2016 % Change	2017	2016	2016 % Change

Coal	$	81,867	$	114,961	(28.8%)	2,913,161	3,945,663	(26.2%)	2.81	2.91	(3.5%)
Nuclear		66,538		61,786	7.7%	7,399,354	7,605,266	(2.7%)	0.90	0.81	10.7%
Gas:
Combined Cycle		181,254		165,272	9.7%	7,546,775	7,338,407	2.8%	2.40	2.25	6.6%
Combustion Turbine		36,746		62,037	(40.8%)	881,514	1,644,184	(46.4%)	4.17	3.77	10.5%

	$	366,405	$	404,056	(9.3%)	18,740,804	20,533,520	(8.7%)	1.96	1.97	(0.6%)

Total fuel costs decreased for the three-month and nine-month periods ended September 30, 2017 compared to the same periods of 2016 primarily due to a decrease in generation as a result of moderate temperatures. In addition, generation for the nine-month period ended September 30, 2017 compared to the same period of 2016 was somewhat affected by increased natural gas prices and planned maintenance outages during 2017.

Financial Condition

Balance Sheet Analysis as of September 30, 2017

Assets

Cash used for property additions for the nine-month period ended September 30, 2017 totaled $737.1 million. Of this amount, approximately $518.5 million was associated with construction expenditures for Vogtle Units No. 3 and No. 4, $47.7 million for nuclear fuel purchases and expenditures for normal additions and replacements to our existing generation facilities.

Restricted investments consist of funds on deposit with the Rural Utilities Service in the Cushion of Credit Account. The funds, including interest earned thereon, can only be applied to debt service on our Rural Utilities Service-guaranteed Federal Financing Bank notes. Decisions regarding when to apply the funds are guided by the interest rate environment and our anticipated liquidity needs.

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Equity and Liabilities

Long-term debt increased $98.5 million during the nine-month period ended September 30, 2017 primarily due to the classification of $122.6 million of commercial paper as long-term debt. In October 2017, $122.6 million of tax-exempt bonds was issued to refund the commercial paper on a long-term basis. For information regarding the refunding of commercial paper and the issuance of tax-exempt bonds, see Note K.

Long-term debt and capital leases due within one year decreased $162.0 million during the nine-month period ended September 30, 2017. The decrease was primarily due to the redemption of $122.6 million of variable rate pollution control revenue bonds through the issuance of commercial paper in January 2017. In addition, the decrease was due to certain quarterly Federal Financing Bank note payments we made, when due, in early January 2017.

Short-term borrowings, which primarily provide interim financing for Vogtle Units No. 3 and No. 4 construction costs, increased $529.8 million during the nine-month period ended September 30, 2017.

Accounts payable increased $87.4 million for the nine-month period ended September 30, 2017 primarily as a result of a $104.7 million increase in the payable to Georgia Power Company for operation and maintenance costs for our co-owned plants and capital costs associated with Vogtle Units No. 3 and No. 4. Offsetting the increase was $17.2 million in credits applied to our members' bills in the first quarter of 2017, for a board approved reduction in 2016 revenue requirements as a result of margins in excess of our 2016 target.

The current portion of member power bill prepayments decreased $133.2 million for the nine-month period ended September 30, 2017 due to the application of credits against the power bills of members that participate in the power bill prepayment program. The long-term portion of member power bill prepayments increased $154.1 million for the nine-month period ended September 30, 2017 due to member contributions to the program made during the third quarter of 2017. For additional information on the member power bill prepayment program, see Note J of Notes to Unaudited Consolidated Financial Statements.

Capital Requirements and Liquidity and Sources of Capital

Vogtle Units No. 3 and No. 4

We, Georgia Power, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, doing business as Dalton Utilities (collectively, the Co-owners) are parties to an Ownership Participation Agreement that, along with other agreements, governs our participation in two additional nuclear units at Plant Vogtle, Units No. 3 and No. 4. The Co-owners appointed Georgia Power to act as agent under this agreement. Our binding ownership interest and proportionate share of the cost to construct these units is 30%. Pursuant to this agreement, Georgia Power has designated Southern Nuclear Operating Company, Inc. as its agent for licensing, engineering, procurement, contract management, construction and pre-operation services.

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Under the terms of the EPC Agreement, the EPC Contractor did not have the right to terminate the EPC Agreement for convenience. In the event of an abandonment of work by the EPC Contractor, the maximum liability of the EPC Contractor under the EPC Agreement was 40% of the contract price, or $3.68 billion, of which our proportionate share is approximately $1.1 billion.

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balance of the Guarantee Obligations will become immediately due and payable, and the Co-owners may exercise any and all rights and remedies, including drawing on the Westinghouse Letters of Credit without restriction. In addition, the Guarantee Settlement Agreement does not restrict the Co-owners from fully drawing on the Westinghouse Letters of Credit in the event they are not renewed or replaced prior to the expiration date. In October and November 2017, Georgia Power, on behalf of the Co-owners, received the first two installments of the Guarantee Obligations totaling $377.5 million from Toshiba, of which our proportionate share was $113.3 million. We are considering potential options with respect to our right to payments under the Guarantee Settlement Agreement and our claims against the EPC Contractor in the EPC Contractor's bankruptcy proceeding, including a potential sale of those payment rights and bankruptcy claims. Execution of any such transaction cannot be assured and would require certain consents from and cooperation by the Department of Energy.

On November 9, 2017, Toshiba released its financial results for the second quarter of the fiscal year 2017, which reflected a negative shareholders' equity balance of approximately $5.5 billion as of September 30, 2017. Toshiba also reiterated the existence of material events and conditions that raise substantial doubt about Toshiba's ability to continue as a going concern. As a result, substantial risk regarding the Co-owners' ability to fully collect the Guarantee Obligations continues to exist. An inability or other failure by Toshiba to perform its obligations under the Guarantee Settlement Agreement could have a further material impact on the net cost to the Co-owners of Vogtle Units No. 3 and No. 4, and, therefore, on our financial condition and results of operations as well.

On August 31, 2017, Georgia Power filed its 17 ^th Vogtle Construction Monitoring report (VCM 17 Report) with the Georgia Public Service Commission. In the VCM 17 Report, Georgia Power recommended that construction on Vogtle Units No. 3 and No. 4 be continued with Southern Nuclear serving as project manager. The recommendation to continue construction is supported by all the Co-owners and is based on the results of a comprehensive schedule, cost-to-complete and cancellation assessment. The Georgia Public Service Commission is expected to render a decision on these matters by February 6, 2018.

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Based on the revised project schedule and budget, the following table provides an updated estimate of our forecasted capital expenditures related to Vogtle Units No. 3 and No. 4 for 2017 through 2019 (dollars in millions).




		2017		2018		2019		Total

Future Generation	$	645	$	677	$	504	$	1,826

In addition to the amounts reflected in the table above, we have budgeted approximately $1.9 billion to complete construction of Vogtle Units No. 3 and No. 4 beyond the years shown in the table. These projected capital expenditures assume that Toshiba fully performs its obligations under the Guarantee Settlement Agreement and the failure of Toshiba to perform those obligations could have a material impact on our costs for Vogtle Units No. 3 and No. 4. For additional information regarding our capital expenditures, see "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition— Capital Requirements — Capital Expenditures " in our 2016 Form 10-K.

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We have a $3.06 billion federal loan guarantee from the Department of Energy, under which we have advanced $1.72 billion as of September 30, 2017. Pursuant to the terms of the Loan Guarantee Agreement, no further advances are permitted pending satisfaction of certain conditions, including approval of the Bechtel Agreement and an amendment to the Loan Guarantee Agreement. The timing of satisfaction of these conditions is currently uncertain but likely to be satisfied in 2018. On September 28, 2017, the Department of Energy issued a conditional commitment to us for up to approximately $1.62 billion in additional guaranteed loans under the Loan Guarantee Agreement. Final approval and issuance of these additional loan guarantees by the Department of Energy cannot be assured and are subject to negotiation of definitive agreements, completion of due diligence by the Department of Energy, receipt of any necessary regulatory approvals and satisfaction of other conditions. For additional information regarding conditions for future advances, potential repayment over a five-year period, covenants and events of default under the Loan Guarantee Agreement with the Department of Energy, see Note K of Notes to Unaudited Consolidated Financial Statements and for additional information regarding the financing of Vogtle Units No. 3 and No. 4, see " Financing Activities—Department of Energy-Guaranteed Loan. " We have also financed an additional $1.4 billion of the capital costs of the Vogtle units through capital market debt issuances.

The ultimate outcome of these matters cannot be determined at this time. See "Risk Factors" in this Form 10-Q for risks related to Vogtle Units No. 3 and No. 4 and the Guarantee Settlement Agreement and "Item 1A— RISK FACTORS " in our 2016 Form 10-K for a discussion of certain risks associated with the licensing, construction, financing and operation of nuclear generating units.

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Environmental Regulations

Federal and state laws and regulations regarding environmental matters affect operations at our facilities. Following are some substantial developments relating to environmental regulations and litigation that have occurred since we filed our Form 10-Q for the quarterly period ended June 30, 2017.

On October 10, 2017, the U.S. Environmental Protection Agency (EPA) proposed a rule to repeal the Clean Power Plan in its entirety on the basis that the Clean Power Plan exceeds the EPA's authority under the Clean Air Act. Even though some portions of the rule may be in accord with the Clean Air Act, EPA proposes to find that those portions are not severable from the objectionable portions and that the entire Clean Power Plan be repealed. EPA will decide what action, if any, to take in the future with regard to any replacement Clean Power Plan and has stated that it intends to issue an advanced notice of proposed rulemaking in the near future to solicit information on alternate systems to reduce greenhouse gas emissions consistent with its authority under the Clean Air Act. We cannot predict the outcome of this current proposal or any litigation that might be brought challenging any resulting final rule, nor can we predict the outcome of the litigation currently pending on the existing Clean Power Plan.

In September 2017, EPA postponed certain compliance dates for its November 2015 rule for the effluent limitations guidelines and standards for the steam electric power generating (ELG Rule) for two years. Plants Scherer and Wansley are regulated under this rule. EPA has stated that it intends to conduct a rulemaking to potentially revise the more stringent best available technology economically achievable effluent limitations and pretreatment standards for existing sources for flue gas desulfurization wastewater and bottom ash transport water established in the ELG Rule; however, it does not intend to revise the ELG Rule for fly ash transport, flue gas mercury control wastewater or other requirements. We cannot predict the outcome of any actions EPA may take to revise the ELG Rule, or any litigation that might be brought challenging any final rule.

We continue to evaluate all EPA actions regarding reviews and reconsiderations of final rules and processing of proposed rules and cannot predict the outcome of these rulemakings, any related state rulemakings or any related litigation, including litigation that might be brought to challenge the issuance of replacement or new final rules. It is unknown what impact potential rule changes will have on our and our members' operations. Continued uncertainty related to the status of current and future environmental regulations may make long-term planning decisions more difficult.

For further discussion regarding potential effects on our business from environmental regulations, including potential capital requirements, see "Item 1 —BUSINESS—REGULATION —Environmental," "Item 1A— RISK FACTORS " and "Item 7 —MANAGEMENT'S DISCUSSION AND ANALYSIS OF F INANCIAL CONDITION AND RESULTS OF OPERATIONS— Financial Condition — Capital Requirements — Capital Expenditures " in our 2016 Form 10-K and "Item 2 — Management's Discussion And Analysis Of Financial Condition And Results Of Operations — Financial Condition — Capital Requirements and Liquidity and Sources of Capital — Environmental Regulations " in our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017.

Liquidity

At September 30, 2017, we had $1.07 billion of unrestricted available liquidity to meet our short-term cash needs and liquidity requirements. This amount included $342 million in cash and cash equivalents and $726 million of unused and available committed credit arrangements.

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At September 30, 2017, we had $1.61 billion of committed credit arrangements in place, the details of which are reflected in the table below:



Committed Credit Facilities

		Authorized Amount		Available October 13, 2017		Expiration Date

		(dollars in millions)
*Unsecured Facilities:*
Syndicated Line of Credit led by CFC	$	1,210	$	442	⁽¹⁾	March 2020
CFC Line of Credit ⁽²⁾		110		110		December 2018
JPMorgan Chase Line of Credit		150		34	⁽³⁾	October 2018
*Secured Facilities:*
CFC Term Loan ⁽²⁾		250		140	⁽²⁾	December 2018

Total	$	1,610	$	726

⁽¹⁾: Of the portion of this facility that was unavailable at October 13, 2017, $632 million was dedicated to support outstanding commercial paper and $136 million was related to letters of credit issued to support variable rate demand bonds.
⁽²⁾: Any amounts drawn under the $110 million unsecured line of credit with CFC will reduce the amount that can be drawn under the $250 million secured term loan. Therefore, we reflect $140 million as the amount available under the term loan even though no amounts have been borrowed under that facility. Any amounts borrowed under the $250 million term loan would be secured under our first mortgage indenture, with a maturity no later than December 31, 2043.
⁽³⁾: Of the portion of this facility that was unavailable at October 13, 2017, $114 million related to letters of credit issued to support variable rate demand bonds and $2 million related to letters of credit issued to post collateral to third parties.

Currently, we are primarily using our commercial paper program to provide interim funding for payments related to the construction of Vogtle Units No. 3 and No. 4 prior to receiving advances of long-term funding under the Department of Energy-guaranteed Federal Financing Bank loan. See Note K of Notes to Unaudited Consolidated Financial Statements and "— Department of Energy-Guaranteed Loan " for a discussion of recent amendments that were made to the Loan Guarantee Agreement with the Department of Energy which restricts our ability to request further loan advances pending a determination to continue construction of the additional Vogtle units and satisfaction of related conditions, including an amendment to the Loan Guarantee Agreement. Our last advance under this loan was received in December 2016 and timing regarding our ability to make further advances under this loan is uncertain but likely in 2018. The inability to advance funds under our Department of Energy loan has reduced our available liquidity in 2017. We expect this constraint to be mitigated in the coming months through one or more of several potential options including resumption of advances under the Department of Energy loan, monetization of the Toshiba Guarantee Settlement Agreement, or issuance of taxable bonds.

Under our commercial paper program, we are authorized to issue commercial paper in amounts that do not exceed the amount of our committed backup lines of credit, thereby providing 100% dedicated support for any commercial paper outstanding. Our commercial paper program is currently sized at $1.0 billion.

Under our unsecured committed lines of credit, we have the ability to issue letters of credit totaling $760 million in the aggregate, of which $509 million remained available at September 30, 2017. However, amounts related to issued letters of credit reduce the amount that would otherwise be available to draw for working capital needs. Also, due to the requirement to have 100% dedicated backup for any commercial paper outstanding, any amounts drawn under our committed credit facilities for working capital or related to issued letters of credit will reduce the amount of commercial paper that we can issue. The majority of our outstanding letters of credit are for the purpose of providing credit enhancement on variable rate demand bonds.

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Two of our credit facilities contain a financial covenant that requires us to maintain minimum levels of patronage capital. At September 30, 2017, the required minimum level was $675 million and our actual patronage capital was $923 million. These agreements contain an additional covenant that limits our secured indebtedness and unsecured indebtedness, both as defined in the credit agreements, to $12.0 billion and $4.0 billion, respectively. At September 30, 2017, we had $8.1 billion of secured indebtedness and $756 million of unsecured indebtedness outstanding.

At September 30, 2017, we had $512 million on deposit in the Rural Utilities Service Cushion of Credit Account, all of which is classified as a restricted investment. See "—Balance Sheet Analysis as of September 30, 2017— Assets " for more information regarding this account.

Financing Activities

First Mortgage Indenture. At September 30, 2017, we had $8.1 billion of long-term debt outstanding under our first mortgage indenture secured equally and ratably by a lien on substantially all of our owned tangible and certain of our intangible property, including property we acquire in the future. See "Item 1— BUSINESS — OGLETHORPE POWER CORPORATION —First Mortgage Indenture" in our 2016 Form 10-K for further discussion of our first mortgage indenture.

Rural Utilities Service-Guaranteed Loans. At September 30, 2017, we had two approved Rural Utilities Service-guaranteed loans being funded through the Federal Financing Bank that are in various stages of being drawn down. These two loans totaled $678 million with $501 million remaining to be advanced. When advanced, the debt will be secured under our first mortgage indenture. As of September 30, 2017, we had $2.5 billion of debt outstanding under various Rural Utilities Service-guaranteed loans.

Department of Energy-Guaranteed Loan. In 2014, we closed on a loan with the Department of Energy that will fund up to the lesser of $3.06 billion or 70% of eligible project costs related to the cost to construct our 30% undivided share of Vogtle Units No. 3 and No. 4. This loan is being funded by the Federal Financing Bank and is backed by a federal loan guarantee provided by the Department of Energy.

As of September 30, 2017, we had advanced $1.72 billion under this loan and had $1.34 billion remaining to be advanced. All of the debt under this loan will be secured ratably with all other debt under our first mortgage indenture. Access to the committed funds under this loan requires us to meet certain conditions related to our business and the Vogtle project and also requires certain third-parties related to the Vogtle project to comply with certain laws. See Note K of Notes to Unaudited Consolidated Financial Statements for a discussion of recent amendments that were made to the Loan Guarantee Agreement with the Department of Energy which restrict our ability to request further loan advances pending a determination to continue construction of the additional Vogtle units and satisfaction of related conditions, including an amendment to the Loan Guaranty Agreement. Our last advance under this loan was received in December 2016 and timing regarding our ability to make further advances under this facility is uncertain. Under certain circumstances, including a decision not to continue construction of the Vogtle units, the Department of Energy has discretion to require that we repay all amounts outstanding under the loan over a five-year period.

On September 28, 2017, the Department of Energy issued a conditional commitment to us for up to $1.62 billion in additional guaranteed funding under the Loan Guarantee Agreement. Final approval and issuance of these additional loan guarantees by the Department of Energy cannot be assured and are subject to negotiation of definitive agreements, completion of due diligence by the Department of Energy, receipt of any necessary regulatory approvals and satisfaction of other conditions.

In addition to the Department of Energy loan funding, we have issued $1.4 billion of first mortgage bonds to finance a substantial portion of the Vogtle expansion that will not be funded by the

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Department of Energy. As of September 30, 2017, we had $3.1 billion of long-term funding in place for the $3.9 billion invested in the Vogtle project to-date. We anticipate utilizing capital markets financing for any Vogtle related costs that we are not able to advance under the Department of Energy-guaranteed loans.

Bond Financings

On October 12, 2017, we closed on a $122.6 million direct bank purchase of tax-exempt bonds and used the proceeds to retire commercial paper that was issued in January 2017 in connection with the redemption of our remaining auction rate securities. See Note K of Notes to Unaudited Consolidated Financial Statements for more information regarding this refinancing.

In late 2017 or early 2018, we plan to issue approximately $400 million of tax-exempt pollution control revenue bonds, the proceeds of which will be used to refinance $400 million of existing pollution control bonds that are callable on January 1, 2018 and that have higher interest rates than our other tax-exempt debt. When issued, out payment obligations related to these bonds will be secured ratably with all other debt under our first mortgage indenture.

As of September 30, 2017, we had $980.8 million of outstanding obligations related to tax-exempt private activity bonds related to certain of our pollution control facilities. The Tax Cut and Jobs Act, as proposed by members of the House of Representatives on November 2, 2017, could take away our ability to utilize tax-exempt private activity bonds to finance or refinance qualifying pollution control facilities if issued on or after January 1, 2018 and impact the interest rates on our private activity bonds outstanding prior to January 1, 2018.

For more detailed information regarding our financing plans, see "Item 7— MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS —Financial Condition— Financing Activities " in our 2016 Form 10-K.

Credit Rating Risk

The table below sets forth our current ratings from S&P Global Ratings, Moody's Investors Service and Fitch Ratings.



Our Ratings	S&P	Moody's	Fitch

Long-term ratings:
Senior secured rating	A-	Baa1	A-
Issuer/unsecured rating ⁽¹⁾	A-	Baa2	N/R ⁽²⁾
Rating outlook	Negative	Negative	Rating Watch Negative
Short-term rating:
Commercial paper rating	A-2	P-2	F2

⁽¹⁾: We currently have no long-term debt that is unsecured.
⁽²⁾: N/R indicates no rating assigned for this category.

We have financial and other contractual agreements in place containing provisions which, upon a credit rating downgrade below specified levels, may require the posting of collateral in the form of letters of credit or other acceptable collateral. Our primary exposure to potential collateral postings is at rating levels of BBB–/Baa3 or below. As of September 30, 2017, our maximum potential collateral requirements were as follows:

At senior secured rating levels:

•: a total of approximately $52 million at a senior secured level of BBB–/Baa3,

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•: a total of approximately $81 million at a senior secured level of BB+/Ba1 or below, and

At senior unsecured or issuer rating levels:

•: a total of approximately $0.3 million at a senior unsecured or issuer level of BBB–/Baa3,
•: a total of approximately $58 million at a senior unsecured or issuer rating level of BB+/Ba1 or below.

The Rural Utilities Service Loan Contract contains covenants that, upon a credit rating downgrade below investment grade by two rating agencies, could result in restrictions on issuing debt. Certain of our pollution control bond agreements contain provisions based on the ratings assigned to the bonds (which could be related to either our rating or a bond insurer's rating if the bonds are insured) that, upon a credit rating downgrade below specified levels, could result in increased interest rates. Also, borrowing rates and commitment fees in two of our line of credit agreements are based on credit ratings and could increase if our ratings are lowered. None of these covenants and provisions, however, would result in acceleration of any debt due to credit rating downgrades.

Given our current level of ratings, our management does not have any reason to expect a downgrade that would result in any material impacts to our business. However, our ratings reflect only the views of the rating agencies and we cannot give any assurance that our ratings will be maintained at current levels for any period of time.

Newly Adopted or Issued Accounting Standards

For a discussion of recently issued or adopted accounting pronouncements, see Note E of Notes to Unaudited Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have not been any material changes to market risks from those reported in "Item 7A— QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK " of our 2016 Form 10-K.

Item 4. Controls and Procedures

As of September 30, 2017, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

There have been no changes in internal control over financial reporting or other factors that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Except as disclosed under "Item 1—Legal Proceedings" in our quarterly report on Form 10-Q for the quarterly period ended June 30, 2017, there have been no material changes from the legal proceedings disclosed in "Item 3— LEGAL PROCEEDINGS" in our 2016 Form 10-K.

Item 1A. Risk Factors

Except as discussed below, there have been no material changes from the risk factors disclosed in "Item 1A— RISK FACTORS " in our 2016 Form 10-K.

Our participation in the development and construction of Vogtle Units No. 3 and No. 4 could have a material impact on our financial condition and results of operations.

We are contractually committed to participating in the construction of two additional nuclear units at Plant Vogtle and have committed significant capital expenditures to this endeavor. The construction of large, complex generating plants involves significant financial risk. Further, no nuclear plants have been constructed in the United States using advanced designs, such as the Westinghouse AP1000 design, and therefore estimating the total cost of construction and the related schedule is inherently uncertain. We also rely on Georgia Power and Southern Nuclear as our agents for the oversight of the construction of the additional units at Plant Vogtle and do not exercise direct control over the construction process.

Our current project budget for the Vogtle Units, which includes capital costs, allowance for funds used during construction and a contingency amount, is $7.0 billion and the scheduled commercial operation dates are November 2021 for Unit No. 3 and November 2022 for Unit No. 4. Certain events have materially delayed the original commercial operation dates and increased the original project budget. The most significant of these relate to the EPC Contractor's filing for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code and its subsequent rejection of the fixed price EPC Agreement.

We continue to be subject to construction risks and no longer have the benefit of the "fixed" price EPC Agreement, which means that any cost overruns will be allocated to the Co-owners based on their ownership interest percentage. Factors that could lead to further cost increases and schedule delays or even the inability to complete this project include:

•: performance by the EPC Contractor under the Services Agreement;
•: performance by Toshiba under the Guarantee Settlement Agreement;
•: performance by Bechtel under the Bechtel Agreement as well as subcontractor and supplier performance, including compliance with the design specifications approved and quality standards set forth by the Nuclear Regulatory Commission;
•: changes in labor costs and productivity;
•: liens on the project;
•: contract disputes;
•: loss of access to intellectual property rights necessary to construct or operate the project;
•: shortages and/or inconsistent quality of equipment, materials and labor;
•: increases in our cost of debt financing as a result of changes in market interest rates or as a result of construction schedule delays;
•: unforeseen engineering or design problems;
•: permits, approvals and other regulatory matters;

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•: unanticipated increases in the costs of materials;
•: changes in project design or scope;
•: impacts of new and existing laws and regulations, including environmental laws and regulations;
•: erosion of public and policymaker support;
•: adverse weather conditions; and
•: work stoppages.

Additionally, we do not control the determination as to whether the Vogtle project continues to move forward as continued construction of Vogtle Units No. 3 and No. 4 is subject to approval by the Georgia Public Service Commission. On August 31, 2017, Georgia Power recommended that construction on Vogtle Units No. 3 and No. 4 be continued with Southern Nuclear serving as project manager in its VCM 17 Report filed with the Georgia Public Service Commission. The recommendation to continue construction is supported by all the Co-owners and is based on the results of a comprehensive schedule, cost-to-complete and cancellation assessment. The Georgia Public Service Commission is expected to make a decision on these matters by February 6, 2018.

Further, on November 2, 2017, the Co-owners amended the Joint Ownership Agreements to provide that holders of at least 90% of the ownership interests in Vogtle Units No. 3 and No. 4 must vote to continue construction upon the occurrence of any of those adverse events. As we are a 30% owner in the Vogtle project, we, along with Georgia Power and the Municipal Electricity Authority of Georgia, will need to each determine to move forward with the Vogtle project upon the occurrence of certain adverse events. In the event the Vogtle project is cancelled, our proportionate share of the Co-owners' cancellation costs are estimated to be approximately $230 million. As of September 30, 2017, our total investment in the additional Vogtle units was approximately $3.9 billion. If the project is cancelled, we would seek regulatory accounting treatment to amortize our investment in the Vogtle project over a long-term period which would require the approval of our board of directors, and we would submit the regulatory accounting treatment request to the Rural Utilities Service for its approval.

Following the bankruptcy of the EPC Contractor, the rejection of the EPC Agreement and our comprehensive cost-to-complete assessment, we increased our project budget to $7.0 billion from $5.0 billion. This increase is expected to increase our capital expenditures through 2022 and lead to a corresponding increase in our long-term debt outstanding at completion of the Vogtle units to $11.5 billion from the previously disclosed amount of $10 billion. These increases in capital expenditures and in our long-term debt will continue to constrain our equity ratio and will affect certain of our other financial metrics. Increased debt and the related impacts on our financial metrics could negatively impact our credit ratings. Any downgrade in our credit ratings would increase our borrowing costs and decrease our access to the credit and capital markets.

The long-term project cost will also be impacted by our ability to finance the capital costs at competitive interest rates. We are currently unable to make advances from the remaining $1.4 billion of committed funds under our Loan Guarantee Agreement with the Department of Energy and will not be able to make additional advances until we enter into an amendment to the Loan Guarantee Agreement with the Department of Energy. The timing of further advances under the Loan Guarantee Agreement is uncertain but is likely to occur in 2018. Prolonged inability to access funding pursuant to the Department of Energy Loan Guarantee Agreement may constrain our liquidity and lead us to finance certain expenditures through alternative resources, likely at a higher interest rate. We have received a conditional commitment from the Department of Energy for approximately $1.6 billion of additional loan guarantees; however final approval of these additional amounts cannot be assured. See Note K of Notes to Unaudited Consolidated Financial Statements for additional information about the Loan Guarantee Agreement and related conditions.

The ultimate outcome of these matters cannot be determined at this time.

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Any inability or other failure by Toshiba to perform its obligations under the Guarantee Settlement Agreement could have a further material impact on the cost to the Co-owners of Vogtle Units No. 3 and No. 4, and therefore on our financial condition and results of operations.

On June 9, 2017, Georgia Power and the other Co-owners and Toshiba entered into the Guarantee Settlement Agreement. Pursuant to the Guarantee Settlement Agreement, Toshiba acknowledged the $3.68 billion amount of its Guarantee Obligations, of which our proportionate share is approximately $1.1 billion, and that the Guarantee Obligations exist regardless of whether Vogtle Units No. 3 and No. 4 are completed. The Guarantee Settlement Agreement also provides for a schedule of payments for the Guarantee Obligations that began in October 2017 and continues through January 2021. In the event Toshiba receives certain payments, including sale proceeds, from or related to Westinghouse (or its subsidiaries) or Toshiba Nuclear Energy Holdings (UK) Limited (or its subsidiaries), it will hold a portion of such payments in trust for the Co-owners and promptly pay them over as offsets against any remaining Guarantee Obligations. Under the Guarantee Settlement Agreement, the Co-owners will forbear from exercising remedies in respect of the Toshiba Guarantee, including drawing on the Westinghouse Letters of Credit, until June 30, 2020, unless certain events of nonpayment, insolvency, or other material breach of the Guarantee Settlement Agreement by Toshiba occur. If such an event occurs, the balance of the Guarantee Obligations will become immediately due and payable, and the Co-owners may exercise any and all rights and remedies, including drawing on the Westinghouse Letters of Credit without restriction. In addition, the Guarantee Settlement Agreement does not restrict the Co-owners from fully drawing on the Westinghouse Letters of Credit in the event they are not renewed or replaced prior to the expiration date.

On November 9, 2017, Toshiba released its financial results for the second quarter of fiscal year 2017, which reflected a negative shareholders' equity balance of approximately $5.5 billion as of September 30, 2017. Toshiba also announced the existence of material events and conditions that raise substantial doubt about Toshiba's ability to continue as a going concern. As a result, substantial risk regarding the Co-owners' ability to fully collect the Guarantee Obligations continues to exist. An inability or other failure by Toshiba to perform its obligations under the Guarantee Settlement Agreement could have a further material impact on the net cost to the Co-owners of Vogtle Units No. 3 and No. 4, and, therefore, on our financial condition and results of operations as well.

In October and November 2017, Georgia Power, on behalf of the Co-owners, received the first two installments of the Guarantee Obligations totaling $377.5 million from Toshiba, of which our proportionate share was $113.3 million. We are considering potential options with respect to our right to payments under the Guarantee Settlement Agreement and our claims against the EPC Contractor in the EPC Contractor's bankruptcy proceeding, including a potential sale of those payment rights and bankruptcy claims. Any such transaction cannot be assured and would be subject to Department of Energy consents and related approvals under the Loan Guarantee Agreement and related agreements.

The ultimate outcome of these matters cannot be determined at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

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Item 6. Exhibits

Number			Description

	4.1		Seventy-Fourth Supplemental Indenture, dated as of October 1, 2017, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Series 2017A (Burke) Note, the Series 2017B (Burke) Note, the Series 2017A (Heard) Note and the Series 2017A (Monroe) Note.
	4.2		Seventy-Fifth Supplemental Indenture, dated as of October 18, 2017, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Amendment of the Original Indenture.
	4.3		Amendment, dated October 18, 2017, to Ninth Amended and Restated Loan Contract, dated as of September 2, 2014, between Oglethorpe and the United States of America.
	10.1		Agreement regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement and Amendment No. 4 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated as of November 2, 2017, by and among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and the City of Dalton.
	31.1		Rule 13a-14(a)/15d-14(a) Certification, by Michael L. Smith (Principal Executive Officer).
	31.2		Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer).
	32.1		Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Michael L. Smith (Principal Executive Officer).
	32.2		Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Elizabeth B. Higgins (Principal Financial Officer).
	101		XBRL Interactive Data File.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Oglethorpe Power Corporation (An Electric Membership Corporation)
Date: November 13, 2017	By:	/s/ Michael L. Smith
		Michael L. Smith President and Chief Executive Officer
Date: November 13, 2017		/s/ Elizabeth B. Higgins
		Elizabeth B. Higgins Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 4.1

Upon recording, return to:

Ms. Shawne M. Keenan

Eversheds Sutherland (US) LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309-3996

PURSUANT TO § 44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,

COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),

GRANTOR ,

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

SEVENTY-FOURTH SUPPLEMENTAL

INDENTURE

Relating to the

Series 2017A (Burke) Note

Series 2017B (Burke) Note

Series 2017A (Heard) Note

Series 2017A (Monroe) Note

Dated as of October 1, 2017

FIRST MORTGAGE OBLIGATIONS

NOTE TO CLERK OF THE GEORGIA SUPERIOR COURT AND GEORGIA TAX COMMISSIONER : THIS INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO THE RULES AND REGULATIONS OF THE STATE OF GEORGIA § 560-11-8-.14(A) BECAUSE THIS INSTRUMENT SECURES NOTES, THE BENEFICIAL OWNERS OF WHICH ARE THE DEVELOPMENT AUTHORITIES OF BURKE, HEARD AND MONROE COUNTIES, GEORGIA.

THIS SEVENTY-FOURTH SUPPLEMENTAL INDENTURE , dated as of October 1, 2017, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) , formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (the “Company”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as Trustee (in such capacity, the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (the “Original Indenture”), for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture, as provided in Section 2.1 hereof);

WHEREAS, the Company has heretofore executed and delivered to the Trustee seventy-three Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, the “Indenture”), and the Original Indenture and the seventy-three Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto;

WHEREAS, the Development Authority of Burke County (the “Burke Authority”) has agreed to issue $50,000,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2017A (the “Series 2017A Burke Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2017, relating thereto (the “Series 2017A Burke Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2017A Burke Bonds will be evidenced by that certain Series 2017A (Burke) Note, to be dated the date of its authentication (the “Series 2017A (Burke) Note”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2017A Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2017 (the “Series 2017A Burke Indenture”), between the Burke Authority and the Series 2017A Burke Trustee;

WHEREAS, the Burke Authority has agreed to issue $41,645,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2017B (the “Series 2017B Burke Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2017, relating thereto (the “Series 2017B Burke Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2017B Burke Bonds will be evidenced by that certain Series 2017B (Burke) Note, to be dated the date of its authentication (the “Series 2017B (Burke) Note”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2017B Burke Trustee”), as

assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2017 (the “Series 2017B Burke Indenture”), between the Burke Authority and the Series 2017B Burke Trustee;

WHEREAS, the Development Authority of Heard County (the “Heard Authority”) has agreed to issue $7,455,000 in aggregate principal amount of Development Authority of Heard County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Wansley Project), Series 2017A (the “Series 2017A Heard Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2017, relating thereto (the “Series 2017A Heard Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2017A Heard Bonds will be evidenced by that certain Series 2017A (Heard) Note, to be dated the date of its authentication (the “Series 2017A (Heard) Note”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2017A Heard Trustee”), as assignee and pledgee of the Heard Authority pursuant to the Trust Indenture, dated as of October 1, 2017 (the “Series 2017A Heard Indenture”), between the Heard Authority and the Series 2017A Heard Trustee;

WHEREAS, the Development Authority of Monroe County (the “Monroe Authority”) has agreed to issue $23,520,000 in aggregate principal amount of Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2017A (the “Series 2017A Monroe Bonds” and, together with the Series 2017A Burke Bonds, the Series 2017B Burke Bonds and the Series 2017A Heard Bonds, collectively, the “Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2017, relating thereto (the “Series 2017A Monroe Loan Agreement” and, together with the Series 2017A Burke Loan Agreement, the Series 2017B Burke Loan Agreement and the Series 2017A Heard Loan Agreement, collectively, the “Loan Agreements”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2017A Monroe Bonds will be evidenced by that certain Series 2017A (Monroe) Note, to be dated the date of its authentication (the “Series 2017A (Monroe) Note” and, together with the Series 2017A (Burke) Note, the Series 2017B (Burke) Note and the Series 2017A (Heard) Note, collectively, the “Notes”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2017A Monroe Trustee”), as assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of October 1, 2017 (the “Series 2017A Monroe Indenture”), between the Monroe Authority and the Series 2017A Monroe Trustee;

WHEREAS, the proceeds of the Bonds will be used to repay certain indebtedness which was used by the Company to refund certain outstanding pollution control revenue bonds previously issued on behalf of the Company by the Burke Authority, the Heard Authority and the Monroe Authority;

WHEREAS, the Company desires to execute and deliver this Seventy-Fourth Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of

providing for the creation and designation of the Notes as Additional Obligations and specifying the forms and provisions thereof;

WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including (i) to create a series of Additional Obligations under the Indenture and to make provisions for such series of Additional Obligations and (ii) to convey and confirm unto the Trustee any property subject or required to be subject to the lien of the Indenture; and

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under the Indenture the payment of the principal of (and premium, if any) and interest on the Notes, to make the 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 Notes, in accordance with its terms, have been done and taken, and the execution and delivery of this Seventy-Fourth Supplemental Indenture have been in all respects duly authorized by the Company.

NOW, THEREFORE, THIS SEVENTY-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 authenticated and delivered, the 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 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, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, including, without limitation, all property described on Exhibit A attached hereto, subject to all exceptions, reservations and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Original Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture and to the rights of the Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as “Excepted Property” or “Excludable Property” in the Original Indenture to the extent contemplated thereby.

PROVIDED, HOWEVER , that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate, all the Excepted Property

described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of “Excepted Property” in the Original Indenture (excluding the property described in Section 2 of Exhibit B in the Original Indenture), upon demand of the Trustee or such other trustee or receiver, become subject to the lien of the Indenture to the extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture.

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

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

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

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

UPON CONDITION that, until the happening of an Event of Default and subject to the provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere provided in the 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 SEVENTY- 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 laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations. Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered.

AND IT IS HEREBY COVENANTED AND DECLARED that the 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 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 NOTES AND CERTAIN PROVISIONS RELATING THERETO

Section 1.1 Authorization and Terms of the Notes

A. The Series 2017A (Burke) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2017A (Burke) Note,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 1.2 A hereof. The aggregate principal amount of the Series 2017A (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

The Series 2017A (Burke) Note shall be dated the date of its authentication. The Series 2017A (Burke) Note shall mature on November 1, 2045 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 pursuant to Section 1.2 A hereof. The Series 2017A (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2017A Burke Trustee.

All payments, including prepayments, made on the Series 2017A (Burke) Note shall be made as provided in the Series 2017A (Burke) Note and the Series 2017A Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2017A Burke Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

B. The Series 2017B (Burke) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2017B (Burke) Note,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed

pursuant to this Section and Section 1.2 B hereof. The aggregate principal amount of the Series 2017B (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $41,645,000.

The Series 2017B (Burke) Note shall be dated the date of its authentication. The Series 2017B (Burke) Note shall mature on November 1, 2045 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 pursuant to Section 1.2 B hereof. The Series 2017B (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2017B Burke Trustee.

All payments, including prepayments, made on the Series 2017B (Burke) Note shall be made as provided in the Series 2017B (Burke) Note and the Series 2017B Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2017B Burke Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

C. The Series 2017A (Heard) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2017A (Heard) Note,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 1.2 C hereof. The aggregate principal amount of the Series 2017A (Heard) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $7,455,000.

The Series 2017A (Heard) Note shall be dated the date of its authentication. The Series 2017A (Heard) Note shall mature on November 1, 2040 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 pursuant to Section 1.2 C hereof. The Series 2017A (Heard) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2017A Heard Trustee.

All payments, including prepayments, made on the Series 2017A (Heard) Note shall be made as provided in the Series 2017A (Heard) Note and the Series 2017A Heard Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2017A Heard Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

D. The Series 2017A (Monroe) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2017A (Monroe) Note,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 1.2 D hereof. The aggregate principal amount of the Series 2017A (Monroe) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $23,520,000.

The Series 2017A (Monroe) Note shall be dated the date of its authentication. The Series 2017A (Monroe) Note shall mature on November 1, 2040 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 pursuant to Section 1.2 D hereof. The Series 2017A (Monroe) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2017A Monroe Trustee.

All payments, including prepayments, made on the Series 2017A (Monroe) Note shall be made as provided in the Series 2017A (Monroe) Note and the Series 2017A Monroe Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2017A Monroe Trustee, and shall be made 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 Notes

A. The Series 2017A (Burke) Note

The Series 2017A (Burke) Note and the Trustee’s certificate of authentication for the Series 2017A (Burke) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2017A (Burke) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

B. The Series 2017B (Burke) Note

The Series 2017B (Burke) Note and the Trustee’s certificate of authentication for the Series 2017B (Burke) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2017B (Burke) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

C. The Series 2017A (Heard) Note

The Series 2017A (Heard) Note and the Trustee’s certificate of authentication for the Series 2017A (Heard) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2017A (Heard) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

D. The Series 2017A (Monroe) Note

The Series 2017A (Monroe) Note and the Trustee’s certificate of authentication for the Series 2017A (Monroe) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2017A (Monroe) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

ARTICLE II

MISCELLANEOUS

Section 2.1 Supplemental Indenture. This Seventy-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 confirmed. Except to the extent inconsistent with the express terms of the Notes, the Loan Agreements or this Seventy-Fourth Supplemental Indenture, all of the provisions, terms, covenants and conditions of the Indenture generally applicable to the payment or redemption of all Obligations shall be applicable to the Notes to the same extent as if specifically set forth herein. All capitalized terms used in this Seventy-Fourth Supplemental Indenture but not defined herein shall have the same meanings ascribed to them in the Original Indenture, as such terms may have been or may be amended or modified from time to time pursuant to the Indenture, except in cases where the context clearly indicates otherwise. All references herein to Sections, Articles, definitions or other provisions of the Original Indenture shall be to such Sections, Articles, definitions or other provisions as they may be amended or modified from time to time pursuant to the Indenture.

Section 2.2 Recitals. All recitals in this Seventy- 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 Successors and Assigns. Whenever in this Seventy-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 Seventy-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 No Rights, Remedies, Etc. Nothing in this Seventy-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 Seventy-Fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Seventy-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 Counterparts. This Seventy-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 Security Agreement; Mailing Address. To the extent permitted by applicable law, this Seventy- 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:

Oglethorpe Power Corporation

(An Electric Membership Corporation)

2100 East Exchange Place

Tucker, Georgia 30084-5336,

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

U.S. Bank National Association

Attention: Corporate Trust Services

1349 West Peachtree Street, NW

Suite 1050, Two Midtown Plaza

Atlanta, Georgia 30309

[Signatures begin on Next Page]

IN WITNESS WHEREOF, the parties hereto have caused this Seventy-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

	By:	/s/ Elizabeth B. Higgins
		Elizabeth B. Higgins
		Executive Vice President and
		Chief Financial Officer


Signed, sealed and delivered	Attest:		/s/ Patricia N. Nash
by the Company in the presence of:			Patricia N. Nash
			Secretary

/s/ Joe Rick			[CORPORATE SEAL]
Witness

/s/ Sharon H. Wright
Notary Public

(Notarial Seal)

My commission expires: October 22, 2019

[Signatures Continued on Next Page]

[Signatures Continued from Previous Page]

Trustee :	U.S. BANK NATIONAL ASSOCIATION ,
	a national banking association

	By:	/s/ Jack Ellerin
Signed and delivered		Authorized Agent
by the Trustee in the
Presence of:

/s/ Stephanie Cox
Witness

/s/ Mary Easton
Notary Public

(Notarial Seal)

My commission expires: April 13, 2018

Exhibit A

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

1. Hawk Buffer — 1400 Joe Stephens Rd. (Heard County)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF HEARD, STATE OF GEORGIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL I:

All that tract or parcel of land situate, lying and being in Land Lot 206 of the Third land District of Heard County, Georgia, being Tract 4-A, containing 10.00 acres, more or less, as shown on plat of survey prepared for Lawrence I. Gould by John R. Christopher, GRLS No. 1766, on November 28, 2012, as recorded in Plat Book 14, Page 41, Heard County Records, which plat is hereby referenced and made a part hereof for a more complete and accurate description of the property herein conveyed.

Together with a 20-foot perpetual easement for the purpose of vehicular and pedestrian ingress/egress to/from Hawk Road conveyed by virtue of deed recorded in Deed Book 142, Page 500, Heard County Records.

PARCEL II:

All that tract or parcel of land lying and being in Land Lot 206 of the Third Land District of Heard County, Georgia, being Tract 4-B, containing 7.42 acres, more or less, as shown on plat of surveyed prepared for Lawrence I. Gould by John R. Christopher, GRLS No. 1766, on November 28, 2012, as recorded in Plat Book 14, Page 41, Heard County Records, which plat is hereby referenced and made a part hereof for a more complete and accurate description of the property herein conveyed.

2. Hawk Buffer — Hart Rd. (“Faires Tract”) (Heard & Coweta Counties)

All that tract or parcel of land containing seventeen and five-tenths (17.5) acres, more or less of Land Lot 206 in the 3rd District of originally Coweta, now Heard County, Georgia and being shown and designated as Tract 5 per plat recorded in Plat Book 1, page 254, Heard County, Georgia records. This tract lies partly in Coweta County, Georgia. Reference to said plat is hereby made for a more complete and accurate description of the property conveyed herein. The original deed is recorded in Deed Book 228, page 208 of the deed records of Coweta County, GA and in Deed Book 58, page 120, of the deed records of Heard County, GA

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Coweta County property description LL 206, Land District 3, map #004 3206 0031.

Heard County property description LL 206, Land District 3, map #0052 0037.

And also being described as follows:

PARCEL “A”:

All that tract or parcel of land lying and being in Land Lot 206 of the 3rd Land District of Heard County, Georgia and Coweta County, Georgia and being more particularly described as Parcel “A” containing 14.466 total acres more or less and being further described as follows:

TO FIND THE TRUE POINT OF BEGINNING, begin at the northeast corner of Land Lot 206 of the 3rd Land District, Coweta County, Georgia, run thence South 01 degree 05 minutes 03 seconds East, a distance of 311.50 feet to a point; run thence South 56 degrees 04 minutes 18 seconds West, a distance of 3.56 feet to a point; run thence South 56 degrees 04 minutes 18 seconds West a distance of 82.35 feet to a ½” iron set pin on the southerly right-of-way of Haw Road (80’ R/W) and the TRUE POINT OF BEGINNING; from said TRUE POINT OF BEGINNING, run thence South 56 degrees 04 minutes 18 seconds West, a distance of 705.95 feet to a point; run thence South 62 degrees 24 minutes 46 seconds West, a distance of 316.86 feet to a point; run thence North 26 degrees 00 minutes 00 seconds West, a distance of 974.70 feet to a ½” iron pin found with cap and the southerly right-of-way of Hawk Road (60’ R/W); run thence along the southerly right-of-way of Hawk Road (60’ R/W) South 86 degrees 44 minutes 49 seconds East, a distance of 330.00 feet to a point; run thence South 87 degrees 22 minutes 46 seconds East, a distance of 95.44 feet to a point; run thence South 89 degrees 51 minutes 03 seconds East, a distance of 50.83 feet to a point; run thence South 17 degrees 01 minute 21 seconds East, a distance of 10.43 feet to a point; run thence North 88 degrees 09 minutes 47 seconds East, a distance of 110.81 feet to a point; run thence North 89 degrees 11 minutes 18 seconds East, a distance of 50.51 feet to a point; continuing thence along the arc of a curve to the right an arc distance of 182.67 feet to a point (said arc being subtended by a chord bearing South 79 degrees 56 minutes 12 seconds East, a chord distance of 181.46 feet); run thence South 68 degrees 30 minutes 57 seconds East, a distance of 380.38 feet to a point; continuing thence along the arc of a curve to the right an arc distance of 156.97 feet to a point (said arc being subtended by a chord bearing South 45 degrees 55 minutes 05 seconds East, a chord distance of 152.94 feet); continuing thence along the arc of a curve to the right an arc distance of 31.14 feet to a point and the TRUE POINT OF BEGINNING (said arc being subtended by a chord bearing South 21 degrees 34 minutes 09 seconds East, a chord distance of 31.12 feet).

Said courses and distances are more fully shown on survey for Joey Gould by Turner & Associates Land Surveyors, P.C. dated 4-28-2016, Jason D. Turner, GRLS #2795.

A- 2

PARCEL “B”:

All that tract or parcel of land lying and being in Land Lot 206 of the 3rd District of Coweta County, Georgia and being more particularly described as Parcel “B” containing 1.399 acres more or less and being further described as follows:

Beginning at the northeast corner of Land Lot 206 of the 3rd District of Coweta County, Georgia; run thence South 01 degree 05 minutes 03 seconds East, a distance of 311.50 feet to a point; run thence South 56 degrees 04 minutes 18 seconds West, a distance of 3.56 feet to a point; continuing thence along the arc of a curve to the left an arc distance of 17.08 feet to a point on the northerly right-of-way of Hawk Road (80’ R/W) (said arc being subtended by a chord bearing North 23 degrees 19 minutes 10 seconds West having a chord distance of 17.08 feet); continuing thence along the arc of a curve to the left an arc distance of 218.95 feet to a point (said arc being subtended by a chord bearing North 46 degrees 02 minutes 03 seconds West, a chord distance of 213.37 feet); run thence North 68 degrees 30 minutes 57 seconds West, a distance of 380.39 feet to a point; run thence North 69 degrees 35 minutes 49 seconds West, a distance of 20.02 feet to a ¾” open top pipe found; run thence North 89 degrees 38 minutes 29 seconds East, a distance of 530.13 feet to a 1” open pipe found and the point of beginning.

Said courses and distances are more fully shown on survey for Joey Gould by Turner & Associates Land Surveyors, P.C. dated 4-28-2016, Jason D. Turner, GRLS #2795.

3. Hawk Buffer — Joe Stephens Rd. (“Shelnutt Tract”) (Heard County)

That certain tract or land containing Seventeen and five-tenths (17.5) acres, more or less of Land Lot 206 in the 3rd District of originally Coweta, now Heard County, Georgia, and being shown and designated on the plat of said lands recorded in Plat Book 1, page 254, Office, Clerk of Superior Court, [H]eard County, Georgia, as Tract Three (3). Reference to said plat is hereby made for a more complete and accurate description of the property conveyed herein.

4. Scherer Parcel 32 — Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 148 of the Fifth Land District of Monroe County, Georgia, containing in the aggregate 6.10 acres, and being designated as Lots 8 and 9 (Lot 8 containing 3.28 acres and Lot 9 contains 2.83 acres) on a certain plat of survey prepared by Herbert B. Orr, Surveyor, dated April 15, 1978, and recorded in Plat Book 8, Page 138, Clerk’s Office, Monroe Superior Court, which plat is by this reference incorporated herein and made a part of this description.

5. Scherer Parcel 42 — 106 Turkey Run Rd. (Monroe County)

Parcel One

All that tract or parcel of land lying and being in Land Lot No. 177 and 178 of the 5th Land District of Monroe County, Georgia and being more particularly described as New Lot 8-A on a plat entitled “A Re-Partitioning Survey Plat for William Wade Watkins and Sherry Lewis Watkins” dated February 27, 2002, prepared by Hugh W. Mercer, Registered Land Surveyor No.

A- 3

1890 and the same is recorded in Plat Book No. 25, Page No. 60 in the Office of the Clerk of the Superior Court of Monroe County, Georgia and said plat is herein incorporated by reference.

Parcel Two

A non-exclusive perpetual access easement over, across and upon that certain “60’ Private Road & Access Easement to Riverbend Subdivision” as shown upon “A Re-Partitioning Survey Plat for William Wade Watkins & Sherry Lewis Watkins prepared by Mercer Land Surveying, Inc., Hugh W. Mercer, Jr., GRLS No. 1890, dated February 27, 2002, and recorded in Plat Book 25, Page 60, Clerk’s Office, Monroe Superior Court.

6. Scherer Parcel 9 — Redding Rd. (Monroe County)

All those tracts or parcels of land lying and being in Land Lots 110, 111, 115, 116 and 117 of the Fifth Land District, 466th GMD, Middlebrooks District, of Monroe County, Georgia, being shown and distinguished as Tract 1, containing 280.09 acres, Tract 2, containing 115.39 acres, and Tract 3, containing 6.05 acres, and containing in the aggregate 401.53 acres, upon that certain Boundary Survey prepared for Georgia Power Company of property of Loblolly Investments, LLLP and White Horse Partners, LLLP by Jordan Engineering, Robert O. Jordan, GRLS No. 2902, dated August 10, 2016, Drawing No. P421-16, and recorded in Plat Book 32, Page 185, Clerk’s Office, Monroe Superior Court. Said tracts have such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

7. Scherer Parcel 1 — Cochran Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lots 114 and 143 of the Fifth Land District, 466th G.M.D., Middlebrooks District, of Monroe County, Georgia, containing 66.40 acres, and being shown and described upon that certain Boundary Survey - 66.40 Acres — Mary Evelyn Jackson prepared for Georgia Power Company by Jordan Engineering, Robert O. Jordan, GRLS No. 2902, dated August 16, 2016, Drawing No. P424-15, and recorded in Plat Book 32, Page 188, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

8. Scherer Parcel 27 — 2310 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 140 of the 5th Land District, 466 th (Middlebrooks) Georgia Militia District of Monroe County, Georgia, containing 2.000 acres according to that certain plat of survey entitled “A Boundary Survey for Betty D. Goolsby”, prepared by Steven A. Coleman, Surveyor, dated October 18, 2006, and recorded in Plat Book 28, Page 277, Clerk’s Office, Monroe Superior Court, which plat is by this reference incorporated herein and made a part of this description.

A- 4

9. Scherer Parcel 39 — 11898 Highway 87 (Monroe County)

All that tract or parcel of land lying and being in Land Lots 141 and 142 of the 5th Land District, 466th GMD, of Monroe County, Georgia, and being shown and distinguished as Parcel No. 2-A, containing 105.55 acres, Parcel No. 2-B, containing 5.00 acres, and Parcel No. 3, containing 1.21 acres, upon that certain Boundary & Partitioning Survey prepared for William Ben Speir & Leon Speir by Steve Coleman & Associates, Inc., Steven A. Coleman, GRLS No. 2590, dated October 24, 2007, last revised June 29, 2015, and recorded in Plat Book 32, Page 82, Clerk’s Office, Monroe Superior Court. Said tracts have such size, shape and dimensions as are shown on said survey which by reference thereto is incorporated herein for all purposes.

10. Scherer Parcel 38 — Redding Rd. (Monroe County)

All those tracts or parcels of land lying and being in Land Lots 141 and 142 of the Fifth Land District, 466th (Middlebrooks) GMD, in Monroe County, Georgia, being shown and designated as Parcel No. 1-A, containing 107.01 acres, and Parcel No. 1-B, containing 3.54 acres, as shown upon that certain Boundary & Partitioning Survey prepared for William Ben Speir & Leon Speir by Steve Coleman & Associates, Inc., Steven A. Coleman, GRLS No. 2690, dated October 24, 2007, last revised June 29, 2015, and recorded in Plat Book 32, Page 82, Clerk’s Office, Monroe Superior Court. Said parcels have such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

11. Scherer Parcel 41/41A — 11068 Highway 87 (Monroe County)

Parcel One

All those tracts or parcels of land lying and being in Land Lots 172 and 177 of the 5th Land District, Monroe County, Georgia and being known and designated as Lots 1 and 2, each lot containing 5.00 acres, according to a plat prepared by Hugh W. Mercer, Jr., RLS, dated December 26, 1991 and recorded in Plat Book 17, Page 91, Clerk’s Office, Monroe Superior Court, said plat being incorporated herein and made a part hereof by reference.

Parcel Two

All that tract or parcel of land lying and being in Land Lots 172 & 177 of the 5th Land District, 466th (Middlebrooks) Georgia Militia District of Monroe County, Georgia, containing 13.61 acres and being known and designated as “New Lot 8-B Sherry Lewis Watkins” according to that certain plat of survey entitled “A Re-Partitioning Survey Plat for William Wade Watkins & Sherry Lewis Watkins,” prepared by Hugh W. Mercer, Jr., Surveyor, dated February 27, 2002, and recorded in Plat Book 25, Page 60, Clerk’s Office, Monroe Superior Court, which plat is by this reference incorporated herein and made a part of this description.

Parcel Three

A non-exclusive easement for access, ingress and egress to and from Parcel Two and the “60’ Private Road & Access Easement to Riverbend Subdivision” shown on the survey recorded in Plat Book 25, Page 60, Clerk’s Office, Monroe Superior Court, over, upon and across the “25’

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Easement” lying within the southwesterly boundary of New Lot 8-A as shown on the survey recorded in Plat Book 25, Page 60, said Clerk’s Office.

12. Scherer Parcel 3 — Redding Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lots 83, 108, 109 and 110 of the 5th Land District, 466th GMD, Middlebrooks District, of Monroe County, Georgia containing 386.43 acres, as shown on that certain Boundary Survey prepared for Georgia Power Company of property owned by Wriclay Company, LLP, prepared by Jordan Engineering, Robert O. Jordan, GRLS No. 2902, dated November 14, 2016, Drawing No. P433-12, and recorded in Plat Book 32, Page 208, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

13. Scherer Parcel 8 — Redding Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 105 of the Fifth Land District, 466 th GMD, Middle Brooks District, of Monroe County, Georgia, containing 1.46 acres, and as shown upon that certain Boundary Survey prepared for Georgia Power Company of property of Hardin, Newton, & Wright, LLP by Jordan Engineering, Robert O. Jordan, GRLS No. 2902, dated September 28, 2016, Drawing No. P429-4, and recorded in Plat Book 32, Page 195, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

14. Scherer Parcel 25 — 2310 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 140, of the Fifth Land District, of Monroe County, Georgia, containing 2.00 acres according to that certain plat entitled “A Boundary Survey for Robert L. Goolsby”, prepared by Hugh W. Mercer, Jr., Surveyor, dated March 1, 1985, and recorded in Plat Book 12, Page 53, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape, metes, bounds and dimensions as are shown on said plat, which plat is incorporated herein by reference thereto.

15. Scherer Parcel 20 — 2515 Luther Smith Rd. (Monroe County)

All that tract or parcel of land situate, lying and being in Land Lot 149 of the 5th Land District of Monroe County, Georgia, lying on the south side of Luther Smith Road, containing 2.0 acres, more or less, which are more particularly described as follows: Beginning at a point located on the southerly right-of-way line of Luther Smith Road at its common comer with the lot herein described and land now or formerly owned by Charles E. Funderburke and Phyllis S. Funderburke; thence running in an easterly direction along the southerly right-of-way line of said Luther Smith Road a distance of 210 feet to a point; thence running in a southerly direction on a

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line parallel to the easterly margin of the Funderburke lands a distance of 420 feet to a point; thence running at right angles in a westerly direction on a line parallel to the southern margin of said Luther Smith Road along the line of James L. Williams and Frank J. Williams a distance of 201 feet to a point; thence running in a northerly direction along the Funderburke line a distance of 420 feet, more or less, to the point of beginning.

16. Scherer Parcel 6 — 150 West Redding Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 85 of the Fifth Land District of Monroe County, Georgia and more specifically shown as Tract 2 (5.057 acres) on that certain plat of survey entitled “Lot Division Plan for Michael Hunnicutt and Melinda H. Smith”, by George Vedder, Registered Land Surveyor #2562, dated August 28, 2015 (plat date) recorded in the Clerk’s Office of the Superior Court of Monroe County, Georgia in Plat Book 32, Page 98. Said plat with its metes, bunds, courses and distances is hereby incorporated herein by reference thereto and made a part hereof for a more accurate reference.

17. Hawk Buffer — 463 Hawk Rd. (Coweta County)

All that tract or parcel of land situate, lying and being in Land lot 203 of the Third Land District of Coweta County, Georgia containing 2.0 acres, and entitled “Property of 1.0. Wessinger” on plat of survey by John R. Christopher, Registered Surveyor, dated March 8, 1974, and recorded in Plat Book 18, page 137, Office of the Clerk of Coweta Superior Court, reference to which plat is hereby made for a more accurate description of the property herein conveyed. Said property is more particularly described as follows:

BEGIN at an iron pin on the west land lot line of Land Lot 203, which iron pin is South 01 degree 15 minutes East, a distance of 115.0 feet from the northwest corner of said Land Lot 203, and from said iron pin and point of beginning run thence South 01 degree 15 minutes East, a distance of 207.0 feet to an iron pin on the easterly right-of-way of Hawk Road; thence run South 07 degrees 15 minutes East, a distance of 240.50 feet to an iron pipe; thence run North 37 degrees 37 minutes East, a distance of 570.30 feet to an iron pin; thence run South 89 degrees 04 minutes West, a distance of 383.0 feet to the iron pin and point of beginning.

AND

All that certain tract or parcel of land situate, lying and being in Land Lot 203 of the Third Land District of Coweta County, Georgia, and being more particularly described as that certain tract containing 1.009 acres as set forth on that certain plat of survey for George W. Justiss and Kathy Justiss, said survey being prepared by John R. Christopher, Registered Land Surveyor, dated March 8, 1974, and being of record in Plat book 48, page 242, Office of the Clerk, Coweta County, Georgia Superior Court. Reference to said plat is hereby made for a more complete and accurate description of the property herein conveyed. Said plat was revised on May 8, 1990 to reflect the subject 1.009 acre tract.

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18. Hawk Buffer — 342 Midway Rd. (Coweta County)

All that tract or parcel of land lying and being in Land Lot 204 of the Third District of Coweta County, Georgia, containing 53.84 acres, as shown on Tract #2 on a survey plat recorded in Deed Book 301, page 164 of the land records of Coweta County, Georgia, showing directions and distances as follows to wit:

BEGINNING at an iron pin on the south right of way of Midway Road, thence easterly 1501.05 feet along the said south right of way to an iron pin; thence South 00 degrees 48 minutes West, a distance of 577.67 feet to an iron pin; thence South 00 degrees 35 minutes West, a distance of 521.83 feet to an iron pin; thence South 00 degrees 29 minutes West, a distance of 362.32 feet to an iron pin corner; thence North 88 degrees 56 minutes West, a distance of 1468.24 feet to an iron pin corner; thence North 00 degrees 32 minutes East, a distance of 1626.17 feet to the point of beginning.

LESS AND EXCEPT 15 acres deeded to Charles G. Burke and Anne S. Burke, as Grantees, from Wesley Lee Beith, Sr., and Gail D. Beith, as Granters, on July 9, 1991 and recorded in Deed Book 621, pages 121-122, in Coweta County, Georgia records.

LESS AND EXCEPT 2.38 acres to Patrick Neal Beith and Kimberly A Beith, as Grantees, from Wesley Lee Beith, Sr. and Gail D. Beith, as Granters, on February 2, 1994 and recorded in Deed Book 832, page 330, Coweta County, Georgia records (as previously conveyed in 2 acres to Patrick Neal Beith, as Grantee, from Gail D. Beith and Wesley Lee Beith, Sr., as Granters, on October 19, 1993 and recorded in Deed Book 800, page 145, Coweta County, Georgia records.)

19. Scherer Parcel 28 — 2384 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 140, 466th G.M.D., Fifth Land District, Monroe County, Georgia, according to that certain plat of survey prepared for Franklin Wilson by H.C. Hendrick, Jr. dated November 3, 1966 and recorded in Plat Book 3, Page 45 in the Clerk’s Office, Monroe Superior Court, and being further described according to a plat by William W. Lewis, dated December 15, 1975, as follows:

Beginning at a point on the northwesterly line of Luther Smith Road, that is 4174 feet southwesterly from the southwesterly line of Highway 87 (this measurement being made along the northwesterly line of Luther Smith Road), and running thence westerly along the property of E.L. Williams, Sr. a distance of 234. 7 feet to a point; thence southerly along the property of Brack L. Goolsby a distance of 207.9 feet to a point; thence easterly along the property of Brack L. Goolsby a distance of 205.3 feet to a point on the westerly line of Luther Smith Road; thence north and northeasterly along the arc of the curve of Luther Smith Road, a chord distance of 118.5 feet to a point; thence continuing north and northeasterly along the arc of the curve of Luther Smith Road a chord distance of 112.7 feet to the point of beginning.

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The above property is the same property described in that certain Warranty Deed from John D. Leonard and Carolyn A. Leonard to Billy C. Cochran and Annie Gail Cochran dated December 23, 1975 and recorded in Deed Book 103, Page 138, Clerk’s Office, Monroe Superior Court.

20. Scherer Parcel 14 — 2371 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 148 of the 5th Land District of Monroe County, Georgia, containing 2.137 acres, and being known and designated as Tract No. 1 (Phase 1) according to that certain plat of survey entitled “Survey for: David W. Crook & Robert A. Goolsby,” prepared by William E. Whitley, Surveyor, dated March 5, 2003, and recorded in Plat Book 26, Page 74, Clerk’s Office, Monroe Superior Court, which plat is by this reference incorporated herein and made a part of this description.

21. Scherer Parcel 11 — Bowdoin Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 148 of the Fifth Land District of Monroe County, Georgia, containing 3.17 acres and being shown upon that certain Boundary Survey of the Marvin E. Bowdoin Tract prepared for Georgia Power Company by Jordan Engineering, Robert O. Jordan, GRLS No. 2902, dated February 27, 2017, Drawing No. P441-8, and recorded in Plat Book 32, Page 230, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape and dimensions as are shown on said survey which by reference thereto is incorporated herein for all purposes.

22. Scherer Parcels 43 & 44 — 4681 Juliette Rd. (Monroe County)

Tract A

All that tract or parcel of land lying and being in Land Lot 111 of the 5th Land District of Monroe County, Georgia, and being known and designated as Parcel I, containing 2.148 acres, all as shown upon a survey by Steven A. Coleman., Georgia Registered Land Surveyor No. 2690 dated April 29, 2004, and recorded in Plat Book 26, Page 255, Clerk’s Office, Monroe Superior Court, to which reference is made for a more complete and accurate description.

Tract B

All that tract or parcel of land lying and being in Land Lot 111 of the 5th Land District of Monroe County, Georgia, and being known and designated as Parcel 2, containing 1.281 acres, all as shown upon a survey by Steven A. Coleman., Georgia Registered Land Surveyor No. 2690 dated April 29, 2004, and recorded in Plat Book 26, Page 255, Clerk’s Office, Monroe Superior Court, to which reference is made for a more complete and accurate description.

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23. Scherer Parcel 34 — 2632 Luther Smith Rd. (Monroe County)

All that tract or parcel of land situate, lying and being in Land Lot 148 of the 5th Land District of Monroe County, Georgia, containing 0.33 acre, and being more particularly described and designed as “David Wilkes and Barrie Wilkes” on a certain plat of survey prepared by Thomas A. Thornton, Surveyor, dated May 26, 1992, and recorded in Plat Book 18, Page 87, Clerk’s Office Monroe Superior Court which plat is by this reference incorporated herein and made a part hereof for all purposes.

Being improved property with a doublewide mobile home and other improvements situate thereon and affixed permanently thereto, known and designated as 2632 Luther Smith Road, Juliette, Georgia 31046, according to the present system of numbering dwellings in Monroe County, Georgia.

24. Scherer Parcel 31 — 2600 Luther Smith Rd. (Monroe County)

All that tract or parcel of land situate, lying and being in Land Lot 148 of the Fifth Land District of Monroe County, Georgia, containing in the aggregate 4.03 acres, and being designated as Lots 6 and 7 (Lot 6 contains 2.02 acres and Lot 7 contains 2.01 acres) on a certain plat of survey prepared by Herby B. Orr, Surveyor, dated April 15, 1978, and recorded in Plat Book 8, Page 138, Clerk’s Office, Monroe Superior Court, which plat is by this reference incorporated herein and made a part of this description.

There is specifically excepted from the property described above that certain 0.33 acre tract of land shown and described as the outparcel designated “David Wilkes & Barrie Wilkes” on that certain resubdivision survey prepared for Stanley Alvin Hunnicutt and Paulette Hunnicutt by Thomas A. Thornton, GRLS No. 1856, dated May 26, 1992 and recorded in Plat Book 18, Page 87, Clerk’s Office, Monroe Superior Court, being the same property described in the Corrective Warranty Deed from Stanley Alvin Hunnicutt and Paulette B. Hunnicutt to David Wilkes and Barrie Wilkes dated May 29, 1992 and recorded in Deed Book 372, Page 338, Clerk’s Office, Monroe Superior Court.

25. Scherer Parcel 15 — 2609 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot No. 148 of the 5th Land District of Monroe County, Georgia, containing 0.41 acres, as more particularly described on that certain plat of survey entitled “Property Surveyed for James Wade Williams,” prepared by Herbert B. Orr, Surveyor, dated April 14, 1978, and recorded in Plat Book 8, Page 110, Clerk’s Office, Monroe Superior Court (the “Survey”). Said tract has such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein by reference. There is a dwelling located thereon known under the present system of numbering as 2609 Luther Smith Road, Juliette, Georgia 31046.

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26. Scherer Parcel 2 — 4626 Juliette Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lots 111, 114 and 115 of the Fifth Land District, 466th (Middlebrooks) GMD, of Monroe County, Georgia, containing 99.18 acres, and being shown and designated on a Boundary Survey prepared for Nellie W. Yancey by Steve Coleman & Associates, Inc., Steven A. Coleman, GRLS No. 2690, Plat No. 10-2497, dated September 10, 2010 and recorded in Plat Book 30, Page 305, Clerk’s Office, Monroe Superior Court. Said tract has such size, shape and dimensions as are shown on said plat which by reference thereto is incorporated herein for all purposes.

27. Scherer Parcel 26 — 2176 Luther Smith Rd. (Monroe County)

All that tract or parcel of land lying and being in Land Lot 140 in the 5th Land District of Monroe County, Georgia, being known and designated as Parcel No. 1, containing 1.00 acre, more or less, according to a plat of survey for Jimmy Melvin made by Steve Coleman & Associates, Inc., Georgia Registered Surveyor No. 2690, dated July 28, 1998, and recorded in Plat Book 22, Page 255, in the Office of the Clerk of the Superior Court of Monroe County, Georgia which plat by this reference thereto is incorporated herein for a more particular and accurate description of said property.

Also, a perpetual but non-exclusive driveway easement for ingress and egress in, over and upon all that tract or parcel of land lying and being in Land Lot 140 in the 5th Land District of Monroe County, Georgia, being shown and designated as Parcel No. 2. (Private Road) containing 0.20 acre, more or less, according to the survey referred to above.

28. Hawk Buffer — 535 Hawk Rd. (Coweta County)

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 205, OF THE 3RD DISTRJCT, COWETA COUNTY, GEORGIA, AND BEING 18.38 ACRES AS PER SURVEY PREPARED FOR CHRISTOPHER HILGENBERG AND FILED AND RECORDED IN PLAT BOOK 86, PAGE 247, COWETA COUNTY, GEORGIA RECORDS, SAID PLAT BEING INCORPORATED HEREIN AND MADE A PART HEREOF BY RFERENCE.

29. Hawk Buffer — 445 Hawk Rd. (Coweta County)

All that tract or parcel of land situate, lying and being in Land Lot 203 of the Third Land District, Coweta County, Georgia, containing 2.5 acres, all as shown on plat of property prepared by JF Higgins Land Surveying, P.C., Jaime F. Higgins, Georgia Registered Land Surveyor for Jeff and Kendra Justiss, said plat of record in Plat Book 76, Page 91, Office of the Clerk, Coweta County Superior Court, reference to which plat is hereby made for a more particular description of the 2.5 acre tract. Being the same property conveyed to Seller pursuant to Warranty Deed dated August 8, 2002, recorded in Deed Book 1959, Page 651, aforesaid records.

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Schedule 1

RECORDING INFORMATION

FOR

COUNTY, GEORGIA

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Original Indenture
First Supplemental Indenture
Second Supplemental Indenture
Third Supplemental Indenture
Fourth Supplemental Indenture
Fifth Supplemental Indenture
Sixth Supplemental Indenture
Seventh Supplemental Indenture
Eighth Supplemental Indenture
Ninth Supplemental Indenture
Tenth Supplemental Indenture
Eleventh Supplemental Indenture
Twelfth Supplemental Indenture
Thirteenth Supplemental Indenture
Fourteenth Supplemental Indenture
Fifteenth Supplemental Indenture
Sixteenth Supplemental Indenture
Seventeenth Supplemental Indenture
Eighteenth Supplemental Indenture
Nineteenth Supplemental Indenture
Twentieth Supplemental Indenture
Twenty-First Supplemental Indenture
Twenty-Second Supplemental Indenture
Twenty-Third Supplemental Indenture
Twenty-Fourth Supplemental Indenture

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

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

Exhibit 4.2

Upon recording, return to:

Ms. Shawne M. Keenan

Eversheds Sutherland (US) LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309-3996

PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,

COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),

GRANTOR ,

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

SEVENTY-FIFTH SUPPLEMENTAL

INDENTURE

Relating to the Amendment of the Original Indenture

Dated as of October 18, 2017

FIRST MORTGAGE OBLIGATIONS

NOTE TO CLERK OF THE GEORGIA SUPERIOR COURT AND GEORGIA TAX COMMISSIONER : THIS INSTRUMENT IS A MODIFICATION OF THE ORIGINAL INDENTURE (AS IT HAS BEEN HERETOFORE SUPPLEMENTED, THE “EXISTING INDENTURE”). THIS INSTRUMENT DOES NOT INCREASE THE PRINCIPAL BALANCE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE, NOR DOES IT EXTEND THE MATURITY DATE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE. PURSUANT TO O.C.G.A. § 48-6-65(A), NO ADDITIONAL INTANGIBLE RECORDING TAX IS DUE UPON THE RECORDING OF THIS INSTRUMENT. ALL INTANGIBLE RECORDING TAXES DUE IN CONNECTION WITH ALL OBLIGATIONS SECURED BY THE EXISTING INDENTURE HAVE BEEN PAID.

THIS SEVENTY-FIFTH SUPPLEMENTAL INDENTURE , dated as of October 18, 2017 is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) , formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (the “Company”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as successor to SunTrust Bank, formerly SunTrust Bank, Atlanta, as Trustee (in such capacity, the “Trustee”).

WHEREAS , the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (the “Original Indenture”), for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture as provided in Section 2.1 hereof);

WHEREAS, the Original Indenture has heretofore been amended and supplemented by seventy-four Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and amended, hereinafter sometimes called the “Indenture”), and the Original Indenture and the seventy-four Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto;

WHEREAS , by executing and delivering this Seventy-Fifth Supplemental Indenture, in accordance with the provisions of the Original Indenture, the Company desires to amend the Indenture as specified herein;

WHEREAS , Section 12.2 of the Original Indenture provides that, with the consent of the Holders of not less than a majority in principal amount of the Obligations of all series then Outstanding affected thereby (which consent is evidenced by one or more Acts of the Holder pursuant to Section 1.2 of the Original Indenture), the Company, when authorized by a Board Resolution, and the Trustee may enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, subject to the conditions set forth in Section 12.2; and

WHEREAS , the Holder or Holders of a majority in principal amount of all Obligations Outstanding under the Indenture have executed and delivered one or more Acts of the Holder to the Company and the Trustee consenting to the amendments to the Indenture specified herein in accordance with Sections 1.2 and 12.2 of the Original Indenture;

NOW, THEREFORE, THIS SEVENTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSETH , that, to amend the Original Indenture as specified herein pursuant to Section 12.2 of the Original Indenture, the Company does hereby covenant and agree to and with the Trustee as follows:

ARTICLE I

AMENDMENT OF THE ORIGINAL INDENTURE

Section 1.1 Amendment of Granting Clause Second . Granting Clause Second in the Original Indenture is hereby amended in its entirety such that Granting Clause Second, as amended, will read in its entirety as follows:

All other property, rights, privileges and franchises of the Company of every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Company, wherever located, including, without limitation, goods (including equipment, fuel, materials and supplies, but excluding electricity), Trust Moneys (as hereinafter defined), Designated Qualifying Securities (as hereinafter defined), accounts and general intangibles (but excluding contracts, contract rights and associated accounts and general intangibles other than contracts, contract rights and associated accounts and general intangibles in connection with contracts of the type and duration set forth in Subdivision C of Granting Clause First), and real property and interests in real property located in any of the counties in which any property described in Subdivision A or B of Granting Clause First is located, but excluding Excepted Property and Excludable Property, it being the intention hereof that all of such property, rights, privileges and franchises now owned by the Company or acquired by the Company after the date hereof (other than Excepted Property and Excludable Property) shall be as fully embraced within and subjected to the lien hereof as if such property were specifically described herein.

Section 1.2 Amendment of Definition of “Excepted Property” in the Original Indenture .

(a) Paragraph A. of the definition of “Excepted Property” in the Original Indenture is hereby amended in its entirety such that paragraph A. thereof, as amended, will read in its entirety as follows:

A. all cash on hand or in banks or other financial institutions (excluding proceeds of the Trust Estate in which the security interest created by this Indenture continues to be perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues, and also excluding amounts deposited or required to be deposited with the Trustee pursuant to this Indenture), claims, choses in action and judgments (except claims, choses in action and judgments constituting proceeds of the contracts of the type and duration described in Subdivision C of Granting Clause First in which the security interest created by this Indenture is perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues), contracts, contract rights and associated accounts and general intangibles (except to the extent set forth in Granting Clause Second), Stock (including, without limitation, any interest of the Company in the National Rural Utilities Cooperative Finance Corporation or in CoBank, ACB, but excluding Stock in any Subsidiary then issuing Designated Qualifying Securities), Undesignated Qualifying Securities (as hereinafter defined), attributes of an

environmental or similar nature that are created or otherwise arise from the generation, purchase or sale of electricity or that result from the avoidance or reduction of the emission of any gas, chemical or other substance (including any and all environmental air quality credits, green credits, white credits, renewable energy credits or certificates, carbon credits, emissions reduction credits, energy efficiency or energy use reduction credits, certificates, tags, offsets, tax credits, emission allowances, or similar products or rights as well as reporting rights, however entitled, currently existing or later arising under local, state, regional, federal, or international legislation or regulation or voluntary program), bonds, notes, repurchase agreements, evidences of indebtedness and other securities and instruments, bills, patents, patent licenses and other patent rights, patent applications, service marks, trade names and trademarks, other than (i) Pledged Securities (as hereinafter defined), (ii) Designated Qualifying Securities and (iii) any other property referred to in this paragraph which is specifically described in Granting Clause First or is by the express provisions of this Indenture subjected or required to be subjected to the lien hereof;

(b) Paragraph O. of the definition of “Excepted Property” in the Original Indenture is hereby amended in its entirety such that paragraph O. thereof, as amended, will read in its entirety as follows:

O. all nuclear fuel, coal, oil and natural gas located outside the State of Georgia; and

Section 1.3 Amendment of Section 1.1 of the Original Indenture .

(a) The definition of “Interest Charges” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that such definition, as amended, will read in its entirety as follows:

“Interest Charges” for any period means the total interest charges (whether capitalized or expensed, provided that the obligation for the payment of such charges is secured under the Indenture or any Prior Lien), of the Company for such period (determined in accordance with Accounting Requirements), with respect to interest accruing on (i) Outstanding Secured Obligations of the Company, or (ii) outstanding Prior Lien Obligations of the Company, in all cases including amortization of debt discount and premium on issuance, but excluding all interest charges with respect to interest accruing on (a) Obligations authenticated and delivered on the basis of Qualifying Securities issued by a wholly-owned Subsidiary of the Company if such Subsidiary is required under such Qualifying Securities Indenture to earn Margins for Interest of not less than 1.10 times Interest Charges under a rate covenant substantially identical in substance to Section 13.14, and (b) Obligations the payment of which has been assumed by, and which have been paid by, Georgia Transmission Corporation (An Electric Membership Transmission Corporation) or its successors and assigns; PROVIDED, HOWEVER, that with respect to any calculation of Interest Charges for any period prior to the date hereof, “ Interest Charges ”

means the total interest charges (whether capitalized or expensed) of the Company for such period (determined as provided in the Existing Mortgage) with respect to interest accruing on indebtedness the obligation for the payment of which is secured under the Existing Mortgage or by a lien against property subject to the Existing Mortgage prior to or on a parity with the lien of the Existing Mortgage, other than “Permitted Encumbrances” (as defined in the Existing Mortgage), in all cases including amortization of debt discount and premium on issuance.

(b) Paragraph B. of the definition of “Permitted Exceptions” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that paragraph B. thereof, as amended, will read in its entirety as follows:

B. as to property which the Company may hereafter acquire, any restriction, exception, reservation, term, condition, agreement, lease, sublease, covenant, limitation, interest or other matter which is of record on the date of such acquisition or expressed or provided in the deeds or other instruments under which the Company shall acquire the same, PROVIDED , that such matters do not (i) materially impair the use of such property for the purposes for which it is held by the Company, or (ii) evidence any mortgage, lien, security title, charge or encumbrance on or pledge of or security interest in such property that secures indebtedness for borrowed money and is prior to or upon a parity with the lien of this Indenture;

(c) Paragraph F. of the definition of “Permitted Exceptions” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that paragraph F. thereof, as amended, will read in its entirety as follows:

F. liens in respect of judgments or awards (i) with respect to which there exists a stay of execution pending such appeal or proceedings for review and with respect to which the Company shall in good faith currently be prosecuting an appeal or proceedings for review and shall have set aside on its books adequate reserves or (ii) which are fully covered by insurance;

(d) Paragraph K. of the definition of “Permitted Exceptions” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that paragraph K. thereof, as amended, will read in its entirety as follows:

K. leases and permits for occupancy (i) for a term of not more than ten (10) years (including any extensions or renewals) or (ii) if for a term of more than ten (10) years which do not materially impair the Company’s use of the property in the conduct of its business;

(e) Paragraph O. of the definition of “Permitted Exceptions” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that paragraph O. thereof, as amended, will read in its entirety as follows:

O. any restrictions, covenants, defects or irregularities in or other deficiencies of title to any easement or rights-of-way of or used by the Company for pipe lines, telephone lines, telecommunications lines, power lines, towers, poles, wires, conduits, mains, electric transmission lines and distribution lines, substations, metering stations, signal transmission and distribution lines or for similar purposes, to any real property of the Company owned in fee used or to be used by the Company primarily for such purposes, or to any appurtenances to any such easement, right-of-way or real property or other improvements on any such easement, right-of-way or real property, if (i) in the case of easements or rights-of way, the Company shall have obtained from the apparent owner of the lands or estates therein covered by any such easement or right-of-way a sufficient right, by the terms of the instrument granting such easement or right-of-way, to the use thereof for the construction, operation or maintenance of the lines, appurtenances or improvements for which the same are used or are to be used, (ii) the Company has power under eminent domain, or similar statutes, to remove such restrictions, covenants, defects, irregularities or other deficiencies, or (iii) such restrictions, covenants, defects, irregularities or other deficiencies may be otherwise remedied without undue effort or expense;

(f) Paragraph B. of the definition of “Property Additions” in Section 1.1 of the Original Indenture is hereby amended in its entirety, such that paragraph B. thereof, as amended, will read in its entirety as follows:

B. property located or constructed (i) on, over or under public highways, rivers or other public property if the Company has the lawful right under permits, licenses or franchises granted by a governmental body having jurisdiction in the premises or by the law of the state in which such property is located or (ii) on, over or under other property subject to easements and rights of way described in paragraph A above, if the Company has the right under such permits, licenses, franchises, law, easements or rights of way to maintain and operate such property for an unlimited, indeterminate or indefinite period or for the period, if any, specified in such permit, license, franchise, law, easement or right of way and to remove such property at the expiration of the period covered by such permit, license, franchise, law, easement or right of way or if the terms of such permit, license, franchise, law, easement or right of way require any public authority or grantor thereof having the right to take over such property to pay fair consideration therefor; and

(g) Paragraph (4) of the definition of “Property Additions” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that paragraph (4) thereof, as amended, will read in its entirety as follows:

(4) except as provided in paragraph C above, any plant or system or other property in which the Company shall acquire only a leasehold interest, or any betterments, extensions, improvements or additions (other than movable physical personal property which the Company has the right to remove), of, upon or to any plant or system or other property in which the Company shall own only

a leasehold interest unless in the case of betterments, extensions, improvements or additions of, upon or to any plant or system or other property in which the Company shall own only a leasehold interest (i) the term of the leasehold interest in the property to which such betterment, extension, improvement or addition relates (including any periods for which the Company has the option to extend or renew such leasehold interest) shall extend for at least 75% of the estimated useful economic life of such betterment, extension, improvement or addition and (ii) the lessor shall have agreed to give the Trustee reasonable notice and opportunity to cure any default by the Company under such lease and not to disturb the Trustee’s possession of such leasehold estate in the event the Trustee succeeds to the Company’s interest in such lease upon the Trustee’s exercise of any remedies under this Indenture so long as there is no default in the performance of the tenant’s covenants contained therein; or

(h) The definition of “Retired” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that such definition, as amended, will read in its entirety as follows:

“Retired” means, when used with respect to property, Bondable Property that, since the Cut-Off Date, has been retired, abandoned, destroyed, worn out, removed, permanently discontinued, lost through the enforcement of any liens or released, sold or otherwise disposed of free of the lien of this Indenture or taken by eminent domain or under the exercise of a right of a government authority to purchase or take the same or recorded as retired on the books of the Company or permanently retired from service for any reason, whether or not replaced, or shall have permanently ceased to be used or useful in the business of the Company, including as a consequence of the termination of any lease, whether or not recorded as retired on the books of the Company, except that, when a minor item of property has been replaced by other property of equal value and efficiency and the cost of such replacement has been charged to other than fixed property accounts such as maintenance, repairs or other similar account, the property replaced shall not be considered as Retired; PROVIDED, HOWEVER, that with respect to any Bondable Property that would otherwise be considered as Retired under this definition, if

(a) the Board of Directors has approved the recovery in the Company’s Rates of all or some portion of the value of such Bondable Property in the form of a regulatory or similar asset,

(b) the Company has in place power purchase and sale or similar agreements with its members providing in the aggregate for the recovery of the amortization of such regulatory or similar assets in Rates, which agreements have a remaining term of not less than such approved recovery period, and

(c) all regulatory approvals or determinations needed at the time for such recovery, if any, have been obtained and are in full force and effect,

then as and to the extent elected by the Company, and for so long as the Company is in compliance with the requirements of Section 13.14 and continues to recover such regulatory or similar assets in Rates in accordance with such Board of Directors approval, (1) such Bondable Property shall not be considered as Retired under this definition in an amount equal to the amount of such regulatory or similar asset approved by the Board of Directors, and (2) to the extent that on the date of such Board of Directors approval the amount of Retirements for such Bondable Property exceeds the approved amount of such regulatory or similar asset, then a portion of such Bondable Property in an amount equal to such excess shall be considered as Retired under this definition.

(i) The definition of “Title Evidence” in Section 1.1 of the Original Indenture is hereby amended in its entirety such that such definition, as amended, will read in its entirety as follows:

“Title Evidence” means:

A. with respect to any real property, other than real property covered by paragraphs B, C or D below:

(1) an Opinion of Counsel to the effect that the Company has such title, whether fairly deducible of record or based upon prescriptive rights, as in the opinion of counsel, based upon information from the Company as to the nature and duration of the use of such property, is satisfactory for the use thereof in connection with the operations of the Company, and counsel, in giving such opinion, may disregard any irregularity or deficiency in the record evidence of title which, in the opinion of such counsel, can be cured by proceedings within the power of the Company or, based upon information from the Company as to the nature and duration of the use of such property, does not substantially impair the usefulness of such property for the purpose for which the Company intends or expects to use such property, and may base such opinion upon his own investigation or upon affidavits, certificates, abstracts of title, statements or investigations made by Persons in whom such counsel has confidence or upon certificates or guaranties of title or policies of title insurance in which he has confidence, and, without limiting the foregoing, counsel may rely solely upon an Officers’ Certificate as to matters regarding the use of such property in the operations of the Company or the usefulness of such property for the purpose for which the Company intends or expects to use such property; or

(2) a loan policy of title insurance (or a commitment to issue a loan policy of title insurance containing only standard conditions to issuance or such other conditions to issuance as are satisfactory to the Trustee) in the amount of the Cost to the Company of the land included in Property Additions, issued in favor of the Trustee by an entity authorized to insure title in the state in which the real property is located, showing the

Company as the owner of the subject land and insuring the lien of this Indenture as to such land; and

B. with respect to easements or rights-of-way, other than easements or rights-of-way covered by paragraphs C or D below:

(1) an Opinion of Counsel to the effect that (i) the Company shall have obtained from the apparent owner of the lands or estates therein covered by any such easement or right-of-way a sufficient right, by the terms of the instrument granting such easement or right-of-way, to the use thereof for the construction, operation or maintenance of the lines, appurtenances or improvements for which the same are used or are to be used, (ii) the Company has power under eminent domain, or similar statutes, to remove any restrictions, covenants, defects or irregularities in or other deficiencies of title to such easements or rights-of-way, or (iii) any restrictions, covenants, defects or irregularities in or other deficiencies of title to such easements or rights-of-way may be otherwise remedied without undue effort or expense, and counsel, in giving such opinion, may base such opinion upon his own investigation or upon affidavits, certificates, abstracts of title, statements or investigations made by Persons in whom such counsel has confidence or upon certificates or guaranties of title or policies of title insurance in which he has confidence, and, without limiting the foregoing, counsel may rely solely upon an Officers’ Certificate as to the identity of the apparent owner of the lands or estates therein covered by any such easement or right-of-way, the use or intended of such easement or right-of-way by the Company and the ability to remedy any restrictions, covenants, defects or irregularities in or other deficiencies of title without undue effort or expense; or

(2) a loan policy of title insurance (or a commitment to issue a loan policy of title insurance containing only standard conditions to issuance or such other conditions to issuance as are satisfactory to the Trustee) in the amount of the Cost to the Company of the easement or right-of-way included in Property Additions, issued in favor of the Trustee by an entity authorized to insure title in the state in which the easement or right-of-way is located, showing the Company as the owner of the subject easement or right-of-way and insuring the lien of this Indenture as to such easement or right-of-way; and

C. with respect to any property described in paragraph C of the definition of “Property Additions” or any betterments, extensions, improvements or additions described in paragraph (4) of the definition of “Property Additions”:

(1) as to any such property or betterments, extensions, improvements or additions not covered by paragraph C(2) below:

(a) (i) an Opinion of Counsel to the effect that the owner-lessor has such title to any land subject to the leasehold

interest, whether fairly deducible of record or based upon prescriptive rights, as in the opinion of counsel, based upon information from the Company as to the nature and duration of the use of such property, is satisfactory for the use thereof in connection with the operations of the Company, and counsel, in giving such opinion, may disregard any irregularity or deficiency in the record evidence of title which, in the opinion of such counsel, can be cured by proceedings within the power of the Company or, based upon information from the Company as to the nature and duration of the use of such property, does not substantially impair the usefulness of such property for the purpose for which the Company intends or expects to use such property, and may base such opinion upon his own investigation or upon affidavits, certificates, abstracts of title, statements or investigations made by Persons in whom such counsel has confidence or upon certificates or guaranties of title or policies of title insurance in which he has confidence, and, without limiting the foregoing, counsel may rely solely upon an Officers’ Certificate as to matters regarding the use of such property in the operations of the Company or the usefulness of such property for the purpose for which the Company intends or expects to use such property, or

(ii) a loan policy of title insurance including a leasehold endorsement (or a commitment to issue a loan policy of title insurance including a leasehold endorsement containing only standard conditions to issuance or such other conditions to issuance as are satisfactory to the Trustee) in the amount of the fair market value of the land subject to the leasehold interest determined on the date of such policy, issued in favor of the Trustee by an entity authorized to insure title in the state in which the land is located, showing the owner-lessor as the owner of the subject land and insuring the lien of this Indenture as to the Company’s leasehold interest in such land and, in the case of property described in paragraph C of the definition of “Property Additions,” as to such land; and

(b) an Officers’ Certificate, (i) in the case of property described in paragraph C of the definition of “Property Additions,” stating that the Company has a valid leasehold interest in, and is possessed of, such property and (ii) in the case of betterments, extensions, improvements or additions described in paragraph (4) of the definition of “Property Additions,” stating that the Company owns such betterments, extensions, improvements or additions and has a valid leasehold interest in the plant or system or other property of, upon or to which such betterments, extensions, improvements or additions were made, and the related lease

complies with the requirements of paragraph (4) of the definition of “Property Additions”; and

(2) with respect to (i) any such property that constitutes personal property or fixtures or real property solely as a consequence of being affixed to or erected on either (y) real property that was leased by the Company prior to the Cut-Off Date or (z) real property that was leased by the Company after the Cut-Off Date and as to which the Company has concurrently or previously provided Title Evidence to the Trustee as described in paragraph C(1) above, and (ii) any betterments, extensions, improvements or additions of, upon or to (I) any plant or system or other property that was leased by the Company prior to the Cut-Off Date or (II) any plant or system or other property that was leased by the Company after the Cut-Off Date and as to which the Company has concurrently or previously provided Title Evidence to the Trustee as described in paragraph C(1) above:

an Officers’ Certificate, (i) in the case of property described in paragraph C of the definition of “Property Additions,” stating that the Company has a valid leasehold interest in, and is possessed of, such property and (ii) in the case of betterments, extensions, improvements or additions described in paragraph (4) of the definition of “Property Additions,” stating that the Company owns such betterments, extensions, improvements or additions and has a valid leasehold interest in the plant or system or other property of, upon or to which such betterments, extensions, improvements or additions were made, and the related lease complies with the requirements of paragraph (4) of the definition of “Property Additions”; and

D. with respect to any personal property or any other property (other than personal property or other property covered by paragraph C above) that may constitute fixtures or real property solely as a consequence of being affixed to or erected on any of (i) real property that was owned by the Company prior to the Cut-Off Date or subject to easements or rights-of-way in favor of the Company prior to the Cut-Off Date, or (ii) real property that was acquired by the Company after the Cut-Off Date or subject to easements or rights-of-way in favor of the Company after the Cut-Off Date and as to which the Company has concurrently or previously provided Title Evidence to the Trustee:

an Officers’ Certificate stating that the Company owns such personal property, fixtures or real property, as applicable, and with respect to such fixtures or real property, the Company has or continues to have title to, or easements or rights-of-way in, the real property referred to in subclauses (i) or (ii) in paragraph D above, as the case may be, satisfactory for the use thereof in connection with the operations of the Company and of a nature consistent with paragraphs A and B of this definition of “Title Evidence.”

Section 1.4 Amendment of Section 3.5 of the Original Indenture . The second to last paragraph of Section 3.5 of the Original Indenture is hereby amended in its entirety, such that such second to last paragraph, as amended, will read in its entirety as follows:

All Additional Obligations shall be dated as provided in the Supplemental Indenture creating such Additional Obligations or, in the absence thereof, the date of their authentication.

Section 1.5 Amendment of Section 4.1 of the Original Indenture . Paragraph C.(1) of Section 4.1 of the Original Indenture is hereby amended in its entirety, such that paragraph C.(1) thereof, as amended, will read in its entirety as follows:

(1) specifying the certificate or other evidence that shows, or cash deposit that will provide for, compliance with the requirements, if any, of any tax or recording or filing law (other than fees for the recording of documents, for which no cash deposit with the Trustee shall be required) applicable to the initial issuance of the Additional Obligations then applied for, or stating that there is no such legal requirement;

Section 1.6 Amendment of Section 4.2 of the Original Indenture .

(a) The introductory clause in paragraph B. of Section 4.2 of the Original Indenture is hereby amended, such that the introductory clause in paragraph B. thereof, as amended, will read in its entirety as follows:

A Certificate as to Bondable Additions, dated not more than thirty (30) days prior to the date of the related Application, showing in substance:

(b) Paragraphs G. and H. of Section 4.2 of the Original Indenture are hereby amended in their entirety, such that paragraphs G. and H. thereof, as amended, will read in their entirety as follows:

G. Title Evidence, dated within five (5) days prior to the date of filing thereof (except Property Additions that have been Retired, in which case the Title Evidence may be dated as of a date immediately prior to the Retirement).

H. To the extent not otherwise covered by the Title Evidence provided pursuant to paragraph G above, an Opinion of Counsel (which may be based on opinions of other counsel believed by such counsel to be reliable), dated within five (5) days prior to the date of filing thereof, to the effect that the Indenture is or, upon delivery of the instruments of conveyance, transfer or assignment, if any, specified therein, will be (i) a valid lien upon the Property Additions described in the Certificate (except Property Additions that have been Retired), and (ii) with respect to Property Additions described in paragraph C or paragraph (4) of the definition of “Property Additions,” a valid lien upon the Company’s leasehold interest, in each case subject to no Prior Liens other than Prior Liens permitted by

the proviso to Section 5.2D(2); PROVIDED , that such opinion may be limited, with respect to personal property, to such Property Additions in which a lien may be perfected by filing a financing statement under the Uniform Commercial Code.

Section 1.7 Amendment of Section 4.11 of the Original Indenture . Paragraph D of Section 4.11 of the Original Indenture is hereby amended in its entirety, such that paragraph D thereof, as amended, will read in its entirety as follows:

D. An Opinion of Counsel stating that either (i) the applicable Qualified EPC Contract or (ii) if the property with respect to which the proceeds of the Certified Progress Payments have been paid is jointly or commonly owned, the contracts evidencing and governing such joint ownership, is or are part of the Trust Estate and that the actions taken by the Company under this Section with respect to the delivery of documents to the Trustee conforms to the requirements of this Indenture and that, upon the basis of the Application, the conditions precedent provided for in this Indenture relating to the authentication and delivery of the Additional Obligations therein applied for have been complied with.

Section 1.8 Amendment of Section 5.1 of the Original Indenture .

(a) Paragraphs C. and D. of Section 5.1 of the Original Indenture are hereby amended in their entirety, such that paragraphs C. and D. thereof, as amended, will read in their entirety as follows:

C. to surrender, free and clear of the lien of this Indenture, or modify any franchise, right (charter and statutory), license or permit subject to the lien of this Indenture which it may own or hold or under which it may be operating, PROVIDED that, in the opinion of the Board of Directors or an Officer of the Company, the preservation of such franchise, right, license or permit is no longer reasonably necessary, or with respect to any modification, that such modification is desirable, in the conduct of the business of the Company, PROVIDED FURTHER that the exercise of the right of any municipality or any other political subdivision to terminate a permit, license or franchise shall not be deemed to be a surrender or modification of the same, and PROVIDED FURTHER that, if the Company shall receive any money or property as consideration or compensation for such surrender or modification, such money (to the extent it exceeds $500,000 per surrender or modification) or property, forthwith upon its receipt by the Company, shall be deposited with the Trustee (unless otherwise required by a Prior Lien) or otherwise subjected to the lien of this Indenture;

D. to grant, and subordinate the lien of the Indenture to, rights-of-way, easements, licenses and permits over or in respect of any property constituting part of the Trust Estate, or release or cancel, free and clear of the lien of the Indenture, rights-of-way, easements, licenses and permits constituting part of the Trust Estate, PROVIDED that, in the opinion of the Board of Directors or an Officer of the Company, no such grant will in any material respect impair the

usefulness of such property in the conduct of the Company’s business and no such release shall occur with respect to any right-of-way or easement that is necessary to the operation of the System, and PROVIDED FURTHER that any cash consideration in excess of $500,000 (per grant or release) received by the Company upon or in connection with the granting thereof, forthwith upon its receipt by the Company, shall be deposited with the Trustee (unless otherwise required by a Prior Lien);

(b) Paragraph I. of Section 5.1 of the Original Indenture is hereby amended in its entirety, such that paragraph I. thereof, as amended, will read in its entirety as follows:

I. to sell, exchange or otherwise dispose of any fuel in the ordinary course of business or in connection with the environmental treatment of such fuel, free and clear of the lien of this Indenture; and

(c) Section 5.1 of the Original Indenture is hereby amended by adding the following paragraph J. immediately following paragraph I. of such Section 5.1, such that paragraph J. thereof will read in its entirety as follows:

J. to enter into, and subordinate the lien of this Indenture to, leases or permits of occupancy meeting the requirements of paragraph K of the definition of “Permitted Exceptions” over or in respect of any property constituting part of the Trust Estate.

Section 1.9 Amendment of Section 5.4 of the Original Indenture . Section 5.4 of the Original Indenture is hereby amended by adding the following language to the end of such Section 5.4:

Upon receipt of a Company Request, the Trustee shall execute and deliver a subordination, non-disturbance, attornment or similar agreement in favor of the beneficiary of any Permitted Exception whose identity is certified to the Trustee by the Company.

Section 1.10 Addition of Section 5.10 to the Original Indenture . The following Section 5.10 is hereby added to the end of Article V of the Original Indenture immediately following Section 5.9 of the Original Indenture:

Section 5.10 Excludable Property.

Upon receipt of an Officers’ Certificate identifying the Excludable Property, the Trustee shall execute and deliver a release or other document to be recorded, registered or filed evidencing that such Excludable Property is not subject to the lien of this Indenture.

Section 1.11 Amendment of Section 6.5 of the Original Indenture .

(a) Paragraph A. of Section 6.5 of the Original Indenture is hereby amended in its entirety, such that paragraph A. thereof, as amended, will read in its entirety as follows:

A. A Board Resolution directing the application pursuant to this Section of Trust Moneys and, in case any such moneys are to be applied to redemption or payment, designating the Obligations so to be redeemed or paid and stating the applicable Redemption Price, if any, or authorizing such designation and statement to be made in an Officers’ Certificate, and, in case such moneys are to be applied to the purchase of Obligations, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Obligations to be purchased or authorizing the prescription of such method, price, and maximum principal amount to be made in an Officers’ Certificate, and in the case such moneys are to be applied to the payment of principal on Obligations, designating the Obligations on which such payments are to be made, specifying the amount to be paid and stating the applicable penalties or premiums, if any, or authorizing such designation, specification and statement to be made in an Officers’ Certificate.

(b) Paragraph D. of Section 6.5 of the Original Indenture and the paragraph immediately following such paragraph D. are hereby amended in their entirety, such that paragraph D. thereof and the paragraph immediately following such paragraph D., as amended, will read in their entirety as follows:

D. An Opinion of Counsel stating that the documents and the cash, if any, which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture, and that, upon the basis of such Application, all conditions precedent herein provided relating to such application of Trust Moneys under this Section have been complied with.

Upon compliance with the foregoing provisions of this Section, the Trustee shall apply Trust Moneys as requested by a Company Request, in an amount up to, but not exceeding, the principal amount of the Obligations so redeemed, paid or purchased, or the principal amount of the Obligations so paid, using the cash deposited pursuant to paragraph B above, to the extent necessary, to pay any accrued interest, penalty and premium required in connection with such redemption, purchase or payment.

Section 1.12 Amendment of Section 13.4 of the Original Indenture . Section 13.4 of the Original Indenture is hereby amended in its entirety, such that Section 13.4, as amended, will read in its entirety as follows:

Section 13.4 Ownership of Property.

At the time of the execution and delivery of this instrument, the Company owns and holds the real property specifically described in Subdivision A of

Granting Clause First in fee (or such other estate as may be specified therein) and owns and holds the other interests in real property specifically described in Granting Clause First, subject to Permitted Exceptions, and such property is subject to no Prior Liens (other than Prior Liens permitted by Section 13.6), and the Company has full power and lawful authority to grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm such real property and interests in real property in the manner and form aforesaid.

The Company lawfully owns and is possessed of the personal property described in Granting Clauses First and Second (other than property of the Company acquired after the time of the execution and delivery of this Indenture), subject to Permitted Exceptions and subject to no Prior Liens (other than Prior Liens permitted by Section 13.6), and has full power and lawful authority to grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over, and confirm (and create a security interest in) such personal property in the manner and form aforesaid.

The Company hereby does and will forever warrant and defend its ownership, as set forth above, of the property and interests in property described in Granting Clauses First and Second against all claims and demands of all persons whomsoever that are inconsistent with or otherwise contest such ownership.

Section 1.13 Amendment of Section 13.8 of the Original Indenture . Section 13.8 of the Original Indenture is hereby amended in its entirety, such that Section 13.8, as amended, will read in its entirety as follows:

Section 13.8 To Insure.

The Company will at all times keep all its property of an insurable nature and of the character usually insured by companies operating similar properties, insured in amounts customarily carried, and against loss or damage from such causes as are customarily insured against, by similar companies. All such insurance shall be effected with responsible insurance carriers.

All policies or other contracts for such insurance upon any part of the Trust Estate shall (a) provide that the proceeds of such insurance (except, in the case of any particular casualty resulting in damage or destruction, proceeds of such insurance not exceeding $2,000,000 in the aggregate) shall be payable, subject to the requirements of any Prior Lien, to the Trustee as its interest may appear (by means of a standard mortgagee clause or other similar clause acceptable to the Trustee, without contribution); and (b) contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue in force for the benefit of the Trustee for at least thirty (30) days (or such shorter time period acceptable to the Trustee) after written notice to the Trustee of cancellation; except in each case with respect to any part of the Trust Estate subject to any ownership contract relating to property

owned in common or jointly with the Company or any contract providing for the engineering, procurement or construction of generation or related facilities (including electric transmission and fuel supply facilities) pursuant to which the proceeds of insurance shall be payable to a third party or to the Company.

As soon as practicable after the execution of this Indenture, and within ninety (90) days after the close of each calendar year thereafter, and at any time upon the request of the Trustee, the Company will file with the Trustee an Officers’ Certificate stating that the Company is in compliance with the insurance requirements of this Section 13.8, and the Trustee may conclusively rely on such Certificate.

Any appraisement or adjustment or any loss or damage of or to any part of the Trust Estate and any settlement in respect thereof which may be agreed upon between the Company and any insurer, as evidenced by an Officers’ Certificate, shall be accepted by the Trustee.

All proceeds of insurance received by the Trustee shall be held and paid over or applied by the Trustee as provided in Article VI.

With respect to all proceeds of any insurance on any part of the Trust Estate not payable to the Trustee or the trustee, mortgagee or other holder of a Prior Lien, the Company shall apply such proceeds, or shall cause any third party in receipt of such proceeds to apply all such proceeds, to the repair, rebuilding or replacement of the property destroyed or damaged or shall deposit such proceeds, or cause any third party in receipt of such proceeds to deposit all such proceeds, with the Trustee to be held and paid over or applied by it as provided in Article VI.

Section 1.14 Amendment of Section 13.10 of the Original Indenture . Section 13.10 of the Original Indenture is hereby amended so as to add the following proviso to the end of Section 13.10:

PROVIDED, HOWEVER , the Company shall not be required to make available any information supplied to it by a third party (other than an Affiliate) if such information is subject to a confidentiality agreement with such third party except to the extent allowed by, and subject to the terms of, such confidentiality agreement.

Section 1.15 Amendment of Section 13.12 of the Original Indenture . The first paragraph of Section 13.12 of the Original Indenture is hereby amended in its entirety, such that such first paragraph, as amended, will read in its entirety as follows:

The Company will deliver to the Trustee, within one hundred and twenty (120) days after the end of each calendar year, a written statement signed by the principal executive officer and by the principal financial officer or principal accounting officer of the Company stating, as to each signing officer thereof, that a review of the activities of the Company during such year and of its performance

under the Indenture has been made under such officer’s supervision, and to the best of the officer’s knowledge, based on such review, the Company has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and the status thereof.

Section 1.16 Amendment of Section 13.14 of the Original Indenture . Section 13.14 of the Original Indenture is hereby amended in its entirety, such that Section 13.14, as amended, will read in its entirety as follows:

Section 13.14 Rate Covenant.

The Company shall establish and collect rates, rents, charges, fees and other compensation (collectively, “Rates” ) for the use or the sale of the output, capacity or service of the System that, together with other moneys available to the Company, produce moneys sufficient to enable the Company to comply with all its covenants under this Indenture. Subject to any necessary regulatory approval or determination, including, as and to the extent required, the approval or determination of RUS, the Company also shall establish and collect Rates for the use or the sale of output, capacity or service of the System that, together with other revenues available to the Company, are reasonably expected to yield Margins for Interest for each fiscal year of the Company equal to at least 1.10 times Interest Charges for such period. Promptly upon any material change in the circumstances which were contemplated at the time such Rates were most recently reviewed, but not less frequently than once every twelve (12) months, the Company shall review the Rates so established and shall promptly establish or revise such Rates as necessary to comply with the foregoing requirements ; PROVIDED, HOWEVER , that if (i) upon any such review of Rates based on a material change in circumstances, the Company determines that Rates are required to be established or revised in order for the Company to comply with this Section and (ii) there are less than six (6) calendar months remaining in the current fiscal year, it will be sufficient for purposes of complying with this Section if the Company establishes or revises its Rates for the next fiscal year so as to reasonably expect to meet the covenant for such next fiscal year, subject in the case of the foregoing Margins for Interest requirement to any necessary regulatory approval or determination, including, as and to the extent required, that of RUS. The Company will not furnish or supply or cause to be furnished or supplied any use, output, capacity or service of the System with respect to which a charge is regularly or customarily made, free of charge to any Person, and the Company will use commercially reasonable efforts to enforce the payment of any and all accounts owing to the Company with respect to the use, output, capacity or service of the System.

ARTICLE II

MISCELLANEOUS

Section 2.1 Supplemental Indenture . This Seventy-Fifth 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 amended, is hereby confirmed. All capitalized terms used in this Seventy-Fifth Supplemental Indenture but not defined herein shall have the same meanings ascribed to them in the Original Indenture, as such terms may have been or may be amended or modified from time to time pursuant to the Indenture, except in cases where the context clearly indicates otherwise. All references herein to Sections, Articles, definitions or other provisions of the Original Indenture shall be to such Sections, Articles, definitions or other provisions as they may be amended or modified from time to time pursuant to the Indenture.

Section 2.2 Recitals . All recitals in this Seventy-Fifth 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 Successors and Assigns . Whenever in this Seventy-Fifth 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 Seventy-Fifth 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 No Rights, Remedies, Etc. Nothing in this Seventy-Fifth 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 Seventy-Fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Seventy-Fifth 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 Counterparts . This Seventy-Fifth 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.

[Signatures Begin on Next Page.]

IN WITNESS WHEREOF, the parties hereto have caused this Seventy-Fifth 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/ Elizabeth B. Higgins
			Elizabeth B. Higgins
			Executive Vice President and
			Chief Financial Officer


Signed, sealed and delivered		Attest:	/s/ Jo Ann Smith
by the Company in the presence of:			Jo Ann Smith
			Assistant Secretary


/s/ Shalewa Smith		[CORPORATE SEAL]
Witness

/s/ Sharon H. Wright
Notary Public

(Notarial Seal)

My commission expires:	October 22, 2019

[Signatures Continued on Next Page.]

[Signatures Continued from Previous Page]

Trustee:		U.S. BANK NATIONAL ASSOCIATION ,
		a national banking association


		By:	/s/ Jack Ellerin
			Authorized Agent


Signed and delivered
by the Trustee in the
presence of:

/s/ Felicia Powell
Witness

/s/ Mary Easton
Notary Public

(Notarial Seal)

My commission expires:	May 13, 2018

Schedule 1

RECORDING INFORMATION

FOR

COUNTY, GEORGIA

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Original Indenture
First Supplemental Indenture
Second Supplemental Indenture
Third Supplemental Indenture
Fourth Supplemental Indenture
Fifth Supplemental Indenture
Sixth Supplemental Indenture
Seventh Supplemental Indenture
Eighth Supplemental Indenture
Ninth Supplemental Indenture
Tenth Supplemental Indenture
Eleventh Supplemental Indenture
Twelfth Supplemental Indenture
Thirteenth Supplemental Indenture
Fourteenth Supplemental Indenture
Fifteenth Supplemental Indenture
Sixteenth Supplemental Indenture
Seventeenth Supplemental Indenture
Eighteenth Supplemental Indenture
Nineteenth Supplemental Indenture
Twentieth Supplemental Indenture
Twenty-First Supplemental Indenture
Twenty-Second Supplemental Indenture
Twenty-Third Supplemental Indenture

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

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

Exhibit 4.3

Rural Development

Rural Utilities Service

1400 Independence

Ave SW, Room 5135

Stop 1510

Washington, DC 20250

Voice 202.720.9540

Fax 202.720.1725

October 18, 2017

Oglethorpe Power Corporation

2100 East Exchange Place

Tucker, Georgia 30084

Attention: Elizabeth Higgins, Executive Vice President and Chief Financial Officer

Re: Oglethorpe Power Corporation (An Electric Membership Corporation) — Amendment of Ninth Amended and Restated Loan Contract

Ladies and Gentlemen:

Reference is made to that certain Ninth Amended and Restated Loan Contract, dated as of September 2, 2014 (the “ Loan Contract ”), by and between Oglethorpe Power Corporation (An Electric Membership Corporation) (the “ Borrower ”) and the United States of America, acting by and through the Administrator of the Rural Utilities Service (“ RUS ”). Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned such terms in the Loan Contract.

Amendments

(1) Section 5.3 of the Loan Contract is hereby amended so as to add the following sentence at the end of such Section 5.3 :

“In addition, if the Borrower has treated any Bondable Property, which Bondable Property would otherwise be considered as Retired pursuant to the definition thereof in the Indenture, as not being considered Retired pursuant to the proviso relating to the recovery of a regulatory or similar asset in the definition of Retired in the Indenture, within one hundred and twenty (120) days after the close of each fiscal year during the period such Bondable Property is not considered Retired and otherwise from time to time as RUS shall request during the entirety of the period in which such Bondable Property continues to not be considered as Retired, the Borrower shall deliver to RUS a written statement, including supporting documentation, signed by its General Manager confirming continued amortization and recovery of such regulatory or similar asset in accordance with such proviso, with such written statement and supporting documentation to be in such form as RUS may reasonably request.”

(2) Section 6.8 of the Loan Contract is hereby amended so as to add the following subsection (p) at the end of such Section 6.8 :

USDA is an equal opportunity provider and employer.

If you wish to file a Civil Rights program complaint of discrimination, complete the USDA Program Discrimination Complaint Form, found online at http://www.ascr.usda.gov/complaint_filing_cust.html, or at any USDA office, or call (866) 632-9992 to request the form. You may also write a letter containing all of the information requested in the form. Send your completed complaint form or letter to us by mail at U.S. Department of Agriculture, Director, Office of Adjudication, 1400 Independence Avenue, S.W., Washington, D.C. 20250-9410, by fax (202) 690-7442 or email at program.intake@usda.gov.

“(p) treat any Bondable Property, which Bondable Property would otherwise be considered as Retired pursuant to the definition thereof in the Indenture, as not being considered Retired pursuant to the proviso relating to rate recovery in the definition of Retired in the Indenture.”

(3) Section 9.1(a) of the RUS Loan Contract is hereby amended in its entirety such that Section 9.1(a) , as amended, will read in its entirety as follows:

“(a) Transactions requiring compliance with the requirements of this Section 9.1 pursuant to Sections 5.15, 6.2, 6.4, 6.6, 6.8 (a), 6.8 (b), 6.8 (c), 6.8 (e), 6.8 (g), 6.8 (h), 6.8(m), 6.8(n), 6.8(o), 6.8(p), 6.9, 6.11, 6.12 and 6.19 shall be subject to a 60-day review and objection period (or such shorter period as the parties shall agree to in writing); and”

General

Except as expressly provided by this letter agreement, the terms and provisions of the Loan Contract and the other Loan Documents are hereby confirmed and shall continue in full force and effect. This letter agreement shall be governed by, and construed and enforced in accordance with, all provisions of the Loan Contract, including choice of law provisions, and may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart signature of this letter agreement by facsimile or by email transmission of a “pdf” or similar copy shall be equally effective as delivery of an original counterpart of this letter agreement. Any party delivering an executed counterpart signature page to this letter agreement by facsimile or by e-mail transmission shall also deliver an executed counterpart of this letter agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this letter agreement.

		UNITED STATES OF AMERICA ,
		acting by and through the Administrator
		of the Rural Utilities Service


		By:	/s/ Chris McLean
			Acting Administrator

Acknowledged and agreed to:

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)


By:	/s/ Elizabeth B. Higgins
	Executive Vice President and
	Chief Financial Officer

Exhibit 10.1

AGREEMENT REGARDING ADDITIONAL PARTICIPATING PARTY RIGHTS

AND

AMENDMENT NO. 3 TO

PLANT ALVIN W. VOGTLE ADDITIONAL UNITS

OWNERSHIP PARTICIPATION AGREEMENT

AND

AMENDMENT NO. 4 TO

PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING

DEVELOPMENT, CONSTRUCTION, LICENSING AND

OPERATION OF ADDITIONAL GENERATING UNITS

This Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement and Amendment No. 4 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated as of November 2, 2017 (this “ Agreement and Amendment ”), is by and among GEORGIA POWER COMPANY , a corporation organized and existing under the laws of the State of Georgia (“ GPC ”), OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) , an electric membership corporation formed under the laws of the State of Georgia (“ OPC ”), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA , a public body corporate and politic and an instrumentality of the State of Georgia (“ MEAG ”), MEAG POWER SPVJ, LLC , MEAG POWER SPVM, LLC , MEAG POWER SPVP, LLC , each a Georgia limited liability company (collectively, the “ MEAG SPVs ”), and THE CITY OF DALTON, GEORGIA , an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners d/b/a Dalton Utilities (“ Dalton ”) (GPC, OPC, MEAG, the MEAG SPVs and Dalton hereinafter referred to individually as a “ Party ” and collectively called the “ Parties ”).

WITNESSETH

WHEREAS , GPC, OPC, MEAG, the MEAG SPVs and Dalton entered into (i) the Development Agreement (as defined in Exhibit A ), to, among other things, agree, consent and grant the right to the development, construction, licensing and operation by one or more of the Parties of the Additional Units, and (ii) the Ownership Participation Agreement (as defined in Exhibit A ), to, among other things, establish the ownership rights of the Parties in the Additional Units and related property (the Development Agreement and the Ownership Participation Agreement collectively, the “ Additional Units Agreements ”);

WHEREAS , in connection with the continuation of construction of the Additional Units, the Parties have agreed (i) to establish certain additional rights of the Parties, including without limitation certain voting and information and access rights, and (ii) to amend the Development Agreement and the Ownership Participation Agreement, all as set forth in this Agreement and Amendment; and

WHEREAS , the Parties desire to clarify certain obligations of and liability protections provided to Southern Nuclear Operating Company, Inc. (“ SNC ”).

NOW, THEREFORE , in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, acknowledge, stipulate and agree as follows:

SECTION 1.0 Defined Terms; Duration.

Section 1.1 Defined Terms . Capitalized terms used in this Agreement and Amendment and not defined in this Agreement and Amendment (including in Exhibit A hereto) have the meanings assigned in the Ownership Participation Agreement.

Section 1.2 Duration of Agreements and Amendments Herein . The agreements and amendments to the Ownership Participation Agreement and the Development Agreement set forth in Sections 2.1(d) (regarding settlement of disputes), 2.1(e) (regarding selecting a new agent), 2.1(f) (regarding COL/Decommissioning), 2.3(a) (regarding pursuing litigation), 2.3(b) (regarding settlement of disputes), 2.3(c) (regarding removing GPC as agent), 2.3(d) (regarding removing SNC as agent), 2.7 (regarding claims and disputes), 2.9 (regarding site representative access), 2.11 (regarding MEAG), 3.1 (regarding discontinuance of the Project), 3.2 (regarding GPC’s agency standard), 3.3 (regarding notice of removal of agent), 4.0 (regarding SNC) and 5.0 (regarding miscellaneous matters) and the provisions of this Section 1.2 shall remain in force or effect, as applicable, until such time as the Ownership Participation Agreement or Development Agreement, as applicable, expires, terminates or otherwise is no longer effective. However, notwithstanding anything to the contrary contained or implied herein (but subject to the last sentence of Section 5.1(c)), all other provisions of this Agreement and Amendment, including without limitation the agreements and amendments to the Ownership Participation Agreement and the Development Agreement set forth in Sections 2.1(a) (regarding continuation of the Project), 2.1(b) (regarding deferral of the Project), 2.1(c) (regarding change of Primary Contractor), 2.2 (regarding 67% approval matters), 2.4 (regarding Project information), 2.5 (regarding meetings), 2.6 (regarding the Services Agreement), 2.8 (regarding electronic access), and 2.10 (regarding information access remedies), shall remain effective until, but not after, the date of Commercial Operation.

SECTION 2.0 Agreements Regarding Additional Participating Party Rights.

Notwithstanding anything to the contrary contained or implied in the Development Agreement and the Ownership Participation:

Section 2.1 Ninety Percent Approval . The approval of the Participating Parties owning at least an aggregate ninety percent (90%) Ownership Interest in the Additional Units shall be required to:

(a) continue the construction, completion, testing, startup and pre-operational turnover of the Additional Units (the “ Project ”) following any one or more of the following Project adverse events (each a “ PAE ”):

(i) one or both of Toshiba Corporation’s (“ Toshiba ”) bankruptcy or the occurrence of one or more of the conditions specified in subclauses 1 and 2 below in relation to that certain Settlement Agreement by and among

Toshiba and GPC, OPC, MEAG and Dalton, dated as of June 9, 2017 (as may be amended, the “ Settlement Agreement ”):

1. the failure of Toshiba to make a payment when due in accordance with the payment schedule in Schedule 2.2 of the Settlement Agreement if at the time such payment is due, another payment also is past due under such Schedule 2.2; provided that, for purposes of this subclause 1, Toshiba shall be deemed to have made any payments set forth on Schedule 2.2 that are satisfied through External Payments (as defined in the Settlement Agreement), to the extent permitted by Section 3.1 of the Settlement Agreement; provided, further , that any payment by Toshiba or any External Payment (as defined in the Settlement Agreement) that is rescinded or otherwise returned, as described in Section 2.5 of the Settlement Agreement, shall be deemed not to have been made in accordance with the payment schedule in Schedule 2.2 of the Settlement Agreement for purposes of this subclause 1, and provided further , that if all the Participating Parties have assigned their rights to receive any such payment to one or more third parties, then any failure by Toshiba to make such payment when due, and any rescission of any such payment, shall not be considered a failure by Toshiba to make such payment when due or a rescission of such payment for purposes of this subclause 1, or

2. a breach by Toshiba of any of the covenants set forth in Section 5.1 of the Settlement Agreement, provided , that if all the Participating Parties have assigned all of their rights with respect to any such covenant under Section 5.1 of the Settlement Agreement to one or more third parties, then any breach by Toshiba of such covenant shall not be considered a breach by Toshiba of such covenant for purposes of this subclause 2;

(ii) termination or rejection in bankruptcy (other than in the existing bankruptcy proceedings for Westinghouse Electric Company LLC (“ WEC ”) and certain of its affiliates) of any of the following: (a) the Ownership Participation Agreement, (b) the letter agreement dated July 30, 2008 designating SNC as agent for GPC (in GPC’s role acting for itself and as agent for the other Parties) under the Ownership Participation Agreement for construction services, as amended from time to time (the “ SNC Letter Agreement ”), (c) the Amended and Restated Services Agreement between GPC, for itself and as agent for OPC, MEAG, the MEAG SPVs and Dalton, and WEC and WECTEC Global Project Services Inc. dated July 20, 2017, as may be amended (the “ Services Agreement ”); or (d) any one or more construction contracts (each, a “ Construction Completion Agreement ”) with Bechtel Power Corporation (the “ Primary Contractor ”), or any successor thereto, and GPC, for itself and as agent for the Participating Parties;

(iii) (1) any (A) decision by the Georgia Public Service Commission (“ GPSC ”) to disapprove any portion of GPC’s share of the total Project investment or GPC’s associated financing costs or (B) determination by the GPSC during its review of GPC’s Seventeenth Semi-Annual Construction Monitoring Report, Request for Approval of the Expenditures Made between January 1, 2017 and June 30, 2017, and Request for Approval of the Revised Project Cost Estimates and Construction Schedule Pursuant to O.C.G.A. § 46-3A-7(b), submitted by GPC to the GPSC August 31, 2017 (“ VCM 17 ”) review, or at any time thereafter, (i) that any of GPC’s share of the total Project investment or GPC’s associated financing costs (except those already specified in GPSC’s December 20, 2016, Order Adopting Stipulation, filed January 3, 2017) will not be recovered in GPC’s retail rates because they are deemed by the GPSC to be unreasonable or imprudent or for any other reason, or (ii) that such investment or associated financing costs will be presumed to be unreasonable or imprudent or unrecoverable, in each case which decision or determination shall have become final and non-appealable; or (2) GPC shall not submit any portion of GPC’s share of the total Project investment or GPC’s associated financing costs to the GPSC for approval as part of its routine VCM reporting process as a result of a determination by GPC that such investment or costs do not meet the applicable requirements of Georgia law to be recoverable in GPC’s retail rates; or

(iv) a cumulative increase in the estimated construction cost or schedule for the Project, as reported to the Parties by SNC, that increases the construction cost or schedule by an amount equal to or greater than one billion dollars ($1,000,000,000) and/or one (1) year, respectively, over the construction budget cost and schedule reported by GPC in VCM 17 (nine billion four hundred and fifty million dollars ($9,450,000,000) from July 1, 2017, and Commercial Operation dates of (1) November 2021 for Unit 3 and November 2022 for Unit 4 and approved by the GPSC;

provided , in the event a PAE occurs, unless the Project is continued as provided in this Section 2.1(a) or deferred as provided in Section 2.1(b), the Project shall be canceled, and all construction, completion, testing, startup and pre-operational turnover activities shall cease;

(b) upon the occurrence of a PAE, and unless GPC is directed or ordered by the GPSC or the Nuclear Regulatory Commission (“ NRC ”) to cancel the Project, (i) defer continuance of the construction, completion, testing, startup and pre-operational turnover of the Project for a specified period, which period must be selected and agreed to in writing by the Participating Parties owning at least an aggregate ninety percent (90%) Ownership Interest in the Additional Units concurrently with the approval of such deferral and which must expire on a date certain (a “ Deferral Period ”), and (ii) upon the expiration of any Deferral Period, either (1) continue the construction, completion, testing, startup and pre-operational turnover of the Project or (2) further defer the Project and set a new Deferral Period; provided that if neither action identified in clause (ii) is approved

by the Participating Parties owning at least an aggregate ninety percent (90%) Ownership Interest in the Additional Units prior to the expiration of the applicable Deferral Period, the Project shall be canceled, and all construction, completion, testing, startup and pre-operational turnover activities shall cease;

(d) settle any litigated (or in formal dispute resolution) dispute relating to the Project or the completed Additional Units with respect to any claim or related set of claims in an aggregate amount equal to or greater than fifty million dollars ($50,000,000);

(e) select a new agent to replace GPC as agent following resignation by GPC pursuant to Section 5.3(c) of the Ownership Participation Agreement or following removal pursuant to Section 2.3(c) below or select a new agent to replace SNC as agent following a termination by SNC under Paragraph 8 of the SNC Letter Agreement or Article X of that certain Amended and Restated Nuclear Operating Agreement, between GPC and SNC, entered into as of April 21, 2006 (the “ SNC Operating Agreement ”), or following termination by GPC of the SNC Letter Agreement or termination by GPC of the SNC Operating Agreement pursuant to Section 2.3(d) below, as applicable; provided that (i) it is expressly understood and agreed that GPC and SNC shall continue in their respective roles as agent until their respective successors have been appointed, subject to approval of the NRC, by the action of the Participating Parties owning not less than an aggregate ninety percent (90%) Ownership Interest in the Additional Units, and (ii) all actions taken by GPC and SNC in their respective roles as agent prior to the effective appointment of their respective successor agents shall be deemed ratified and affirmed by the other Parties; provided further no Affiliate of SNC which has an Ownership Interest shall unreasonably withhold its vote approving the selection of a new agent; and

(f) renew the COL for either of the Additional Units or set a date for Decommissioning of either of the Additional Units.

Section 2.2 Sixty-Seven Percent Approval . The approval of the Participating Parties owning at least an aggregate sixty-seven percent (67%) Ownership Interest in the Additional Units shall be required to materially amend any of the following: (i) the SNC Letter Agreement, (ii) the Services Agreement, or (iii) any Construction Completion Agreement with a Primary Contractor. For the purpose of this subparagraph, a material amendment shall mean any change in the scope of work, the fee or the terms and conditions of the contract that is expected to increase the cost of such contract by one hundred million dollars ($100,000,000) or more.

Section 2.3 Fifty Percent Approval . The approval of the Participating Parties owning more than an aggregate fifty percent (50%) Ownership Interest in the Additional Units shall be required to:

(a) pursue litigation (or formal dispute resolution) of any dispute relating to the Project or the completed Additional Units with an aggregate amount in controversy (whether under a single claim or multiple related claims) equal to or greater than fifty million dollars ($50,000,000);

(b) settle any litigated (or in formal dispute resolution) dispute relating to the Project or the completed Additional Units with respect to any claim or related set of claims in an aggregate amount less than fifty million dollars ($50,000,000);

(c) remove GPC as agent under the Ownership Participation Agreement or the Development Agreement, subject to United States Department of Energy (“ DOE ”) approval, to the extent required in connection with any loan guarantee agreement of any Participating Party, for failure to follow Prudent Utility Practice or other material breach of the terms of those agreements by GPC; provided that (i) it is expressly understood and agreed that GPC shall continue in its role as agent until its successor has been appointed, subject to approval of the NRC, by the action of the Participating Parties as provided in Section 2.1(e) hereof, and (ii) all actions taken by GPC in its role as agent prior to the effective appointment of a successor agent shall be deemed ratified and affirmed by the other Parties; or

(d) require GPC to remove SNC as agent pursuant to the SNC Letter Agreement or the SNC Operating Agreement, subject to DOE approval, to the extent required in connection with any loan guarantee agreement of any Participating Party, for SNC’s failure to follow Prudent Utility Practice or other material breach of the SNC Letter Agreement or the SNC Operating Agreement, as applicable (as reasonably determined by such Owners); provided that (i) it is expressly understood and agreed that SNC shall continue in its role as agent until its successor has been appointed, subject to approval of the NRC, by the action of the Participating Parties as provided in Section 2.1(e) hereof, and (ii) all actions taken by SNC in its role as agent prior to the effective appointment of a successor agent shall be deemed ratified and affirmed by the other Parties.

Section 2.4 Project Information .

(a) Each Party may identify up to four Project representatives (which shall include its respective Site Representative) for purposes of this Agreement and Amendment (“ Project Representatives ”). GPC shall also identify a manager or director level employee as the point of contact (“ Point of Contact ”) with the Participating Parties for the delivery of Project information and responding to requests for Project information provided by any Primary Contractor; provided that, notwithstanding the foregoing, Participating Party’s Project Representatives shall be entitled to contact relevant SNC or GPC team members directly from time-to-time for Project information on discreet topics, subject to each Participating Party’s duty to refrain from unreasonably distracting such team members from their regular duties. Notwithstanding the foregoing, for the purposes of this section, MEAG and the MEAG SPVs shall constitute one Party.

(b) GPC shall make Project information provided by any Primary Contractor available to each Party’s Project Representatives as soon as feasible after receipt of Project information from the Primary Contractor following a request from a Party’s Project Representative, and in no event later than two (2) business days after the request from a Party’s Project Representative to GPC’s Point of Contact, provided that such Project information can be provided in such a timeframe without unreasonably distracting Agents’ personnel from their other duties. GPC shall advise the Participating Parties within one (1) business day of the request if such Project information cannot reasonably be delivered within two (2) business days. In no event shall the delay in delivering requested Project information in SNC or GPC’s possession extend beyond seven (7) business days.

(c) Each Party’s Project Representatives shall be responsible for disseminating Project information within the Party’s respective organizations, consistent with the confidentiality requirements of applicable contracts.

Section 2.5 Meetings . The Parties will receive invitations for their Project Representatives to attend and participate in the regularly scheduled daily Plan of the Day meetings (and scheduled subsequent follow-up meetings) with the functional area managers of each Primary Contractor where progress and schedule of construction activities are discussed with those managers. The Parties’ Project Representatives will also be invited to attend all exit meetings with the NRC in connection with inspection activities. The Parties’ Project Representatives will be provided reasonable advance notice of such meetings. The Parties’ Designated Representatives will continue to be invited to attend Project Management Board meetings and quarterly Construction Review Board meetings. A meeting agenda and a copy of the materials to be discussed at such meetings shall be provided in advance of the meeting.

Section 2.6 Services Agreement Information . (a) Each of SNC and GPC will provide each Party’s Project Representatives with access to regular, periodic, written reports provided to SNC or GPC by WEC, each Primary Contractor and SNC regarding the execution of the work on the Project within one (1) business day after receipt by SNC or GPC, as applicable, and (b) as to any information other than such written reports, SNC or GPC will provide such information as soon as feasible after receipt of such information by SNC or GPC following a request from a Party’s Project Representative, and in no event later than two (2) business days after the request from a Party’s Project Representative to GPC’s Point of Contact for such information, provided that such information can be provided in such a timeframe without unreasonably distracting SNC’s or GPC’s personnel from their other duties. GPC shall advise the Participating Parties within one (1) business day of the request if such information cannot reasonably be delivered within two (2) business days. In no event shall the delay in delivering requested information in SNC or GPC’s possession extend beyond seven (7) business days.

Section 2.7 Claims; Dispute Resolution Processes .

(a) SNC or GPC will notify each Party’s Project Representatives no later than two (2) business days after SNC or GPC becomes aware of an actual third party claim relating to the Project or the completed Additional Units, either pending or threatened in writing, and will provide each Party’s Project Representatives with access to Project information in GPC’s or SNC’s possession concerning such third party claims

and the Parties’ defenses (except for GPC’s and SNC’s privileged attorney work product not within the scope of any applicable joint defense agreement between the Parties) as soon as feasible after request of a Party’s Project Representative.

(b) Each Party will consult in good faith regarding the selection of members of the dispute resolution board established to handle disputes with the Primary Contractor relating to the Project (the “ Dispute Resolution Board ”) in an effort to achieve unanimous consent as to the identity of the members of the Dispute Resolution Board. The Parties agree that all members of the Dispute Resolution Board will be neutrals and that Parties will not agree to a selection process whereby the Parties and the Primary Contractor each select one member who will then select a third.

(c) GPC will seek input from each other Party in the development of legal and commercial strategy concerning the resolution of Project disputes with the Primary Contractor, including the formulation of any proposed settlement proposal or the consideration and analysis of settlement proposals received from the Primary Contractor. A designated Party representative may attend and observe each negotiating session that is scheduled in advance between the Primary Contractor and GPC or SNC, provided that GPC or SNC representatives will conduct the negotiations on behalf of all of the Parties.

Section 2.8 Electronic Access . Provision of electronic access to Project information shall satisfy the Project information delivery requirements under the Ownership Participation Agreement, as amended hereby, so long as such electronic access provides complete Project information. Where electronic access does not provide complete Project information, such electronic access shall be supplemented.

Section 2.9 Clarification of Site Representative Access Rights . Section 5.5(d) of the existing Ownership Participation Agreement provides that each Party’s Site Representative may attend any meeting described therein other than (i) personnel or conflict-resolving meetings, or (ii) any other meetings that the Agent’s project management or senior management shall reasonably request (emphasis added) such Site Representative not attend. For clarity, the presumption will be that those meetings that do not fall under (i) are open to each Party’s Site Representative and the exception shall be invocation of (ii) to prohibit attendance by a Party’s Site Representative. Upon any invocation of (ii) to prohibit attendance by a Party’s Site Representative, GPC or SNC, as applicable, shall deliver to such Party a written explanation of the reasonable grounds for its prohibition of the Site Representative’s attendance.

Section 2.10 Information and Access Covenant Remedies . Each Party hereby acknowledges, understands and agrees that a breach of the requirements on the part of GPC or SNC to provide information or access to another Party set forth in this Agreement and Amendment, including those obligations in Sections 2.4, 2.5, 2.6, 2.7 and 2.8 hereof, will result in irreparable damage and harm to the other Parties and that the other Parties will not have an adequate remedy at law in the event of any such breach. Therefore, in furtherance, and not in limitation, of the rights of the Parties set forth in Section 8.2(b)(v) of the Ownership Participation Agreement, the Parties hereby agree that, in the event of any such breach of this Agreement and Amendment, the equitable remedies described in Section 8.2(b)(v) of the Ownership

Participation Agreement shall be available to any Party seeking to obtain information or access to which it is entitled hereunder.

Section 2.11 MEAG Representative . Notwithstanding anything to the contrary contained or implied in this Agreement and Amendment (but subject to the last sentence of Section 5.1(c)), MEAG and the MEAG SPVs shall not have separate rights of access, to information, to meeting attendance nor the right to appoint separate individuals to act as their respective designated Party representatives and may instead appoint the same Project Representatives to act as the designated Party representatives of MEAG and all the MEAG SPVs for purposes of the receipt of information, access and meeting attendance to the extent permitted by this Agreement and Amendment.

SECTION 3.0 Amendments to Ownership Participation Agreement and Development Agreement.

Section 3.1 No Unilateral Discontinuance or Deferral Right . No Party shall have a unilateral right to defer or discontinue the Project except as necessary to comply with an order of the GPSC or the NRC. Section 3.8 of the Development Agreement is hereby removed from the Development Agreement in its entirety and each other provision of the Development Agreement or Ownership Participation Agreement that refers to such Section 3.8 or otherwise implies that GPC has a unilateral right to defer or discontinue the Project, including without limitation Section 5.3(b) of the Ownership Participation Agreement, shall be interpreted to give effect to the first sentence of this Section 3.1.

Section 3.2 GPC’s Agency Standard . Section 5.3(a) of the Ownership Participation Agreement is hereby amended to replace the phrase “use its reasonable best efforts to discharge its responsibilities as agent in accordance with Prudent Utility Practice” with the phrase “discharge its responsibilities as agent in accordance with Prudent Utility Practice.”

Section 3.3 Notice of Removal of Agent . Section 5.3(a) of the Ownership Participation Agreement is hereby amended to replace the phrase “upon written notice to the Agent executed by all the other Participating Parties, provided that if an Affiliate of the Agent has an Ownership Interest in either or both of the Additional Units, its execution of such notice shall not be unreasonably withheld” with “upon written notice to the Agent executed by Participating Parties owning more than an aggregate 50% Ownership Interest in the Additional Units.”

SECTION 4.0 SNC Liability, etc.

Section 4.1 SNC Liability . In recognition of SNC’s performance of services as agent At Cost, without a fee, and except in the case of SNC’s Willful Misconduct, the Parties’ sole recourse against SNC or its affiliates (other than GPC) for SNC’s action or inaction in connection with its performance as agent shall be limited to the removal of SNC from its role as agent in accordance with the SNC Letter Agreement, the SNC Operating Agreement, or Section 2.3(d) of this Agreement and Amendment. For clarity, except for extending the existing GPC limitations on agent liability to SNC, the foregoing is meant simply to restate the existing Ownership Participation Agreement on this point and shall not operate to amend the existing Ownership Participation Agreement (including, but not limited to, the existing obligation of GPC

not to make any adverse distinction), the SNC Letter Agreement or the SNC Operating Agreement. For purposes hereof, “ Willful Misconduct ” shall have the meaning given to it in (and be interpreted in accordance with) the SNC Letter Agreement.

Section 4.2 Clarification . Nothing in this Agreement and Amendment limits SNC’s indemnification and other rights under the SNC Letter Agreement and the SNC Operating Agreement or GPC’s right to charge and collect from the other Parties the charges and costs incurred by GPC in connection with the SNC Letter Agreement and SNC Operating Agreement (including, without limitation, for any such indemnification) in accordance with the Additional Units Agreements (as amended hereby), the Nuclear Managing Board Agreement (as defined in the Ownership Participation Agreement) and related agreements.

Section 4.3 SNC is GPC’s Agent . The Participating Parties acknowledge and agree: (A) that this Agreement and Amendment does not render OPC, MEAG, any of the MEAG SPVs, or Dalton a party to the SNC Letter Agreement or SNC Operating Agreement; (B) that this Agreement and Amendment does not modify the rights of OPC, MEAG, any of the MEAG SPVs, or Dalton as third party beneficiaries of the SNC Letter Agreement and the SNC Operating Agreement as set forth in those agreements; and (C) SNC is not agent for OPC, MEAG, any of the MEAG SPVs or Dalton, except as and to the extent provided in Section 11.13 of the SNC Operating Agreement or Paragraph 7 of the SNC Letter Agreement.

SECTION 5.0 Miscellaneous.

Section 5.1 Construction; Relationship to Additional Units Agreements .

(a) The rights and obligations of the Parties established in Section 2 of this Agreement and Amendment are in all respects in addition to, and shall in no way limit (but shall not result in duplication of), the existing rights of the Parties under the Additional Units Agreements, including without limitation (i) the Parties’ existing rights under the Additional Units Agreements to approve, vote on or consent to certain decisions or actions relating to the Project or the completed Additional Units and (ii) the Parties’ existing rights under the Additional Units Agreements to receive and audit certain information relating to the Project or the completed Additional Units, maintain Site Representatives, and attend certain meetings, including without limitation those rights under Sections 5.2(d), 5.5, 5.6, 5.7, 5.8, 6.2, 6.4, 6.6, 7.2, 7.8 and 8.2(b)(v) of the Ownership Participation Agreement and Section 3.9 of the Development Agreement, as applicable.

(b) Except as expressly amended hereby, the Development Agreement and the Ownership Participation Agreement and all other provisions thereof remain and shall continue to be in full force and effect and are hereby ratified, subject in all respects to Sections 5.1(a) and (c).

(c) The Additional Units Agreements shall be interpreted, applied and enforced so as to give full effect to this Agreement and Amendment. For the avoidance of doubt, notwithstanding anything to the contrary contained or implied in this Agreement and Amendment, this Agreement and Amendment is not intended to and shall not be

directly or indirectly interpreted or applied so as to directly or indirectly modify or supplement any of the document provisions identified in Exhibit B hereto.

Section 5.2 Counterparts . This Agreement and Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Further, the signatures of the duly authorized representatives of each Party hereto need not be contemporaneous and shall be deemed effective if exchanged by electronic transfer between the Parties hereto or their respective designees, including transmittal by facsimile or electronic mail.

Section 5.3 Joint Drafting . No Party shall assert or claim a presumption disfavoring the other by virtue of the fact that this Agreement and Amendment was drafted primarily by legal counsel for the other, and this Agreement and Amendment shall be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement and Amendment.

Section 5.4 Governing Law . The validity, interpretation, and performance of this Agreement and Amendment and each of its provisions shall be governed by the internal Laws of the State of Georgia.

Section 5.5 Severability . If any provision of this Agreement and Amendment is declared by any regulator or court of competent jurisdiction to be invalid or unenforceable, the balance of this Agreement and Amendment shall remain in effect, and this Agreement and Amendment shall be interpreted so as to give full effect to its effective terms and still be valid and enforceable.

Section 5.6 Headings . Headings appearing herein are used solely for convenience and are not intended to affect the interpretation of any provision of this Agreement and Amendment.

Section 5.7 Entire Agreement . This Agreement and Amendment, and all attachments hereto, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between the Parties regarding the subject matter hereof.

Section 5.8 Beneficiaries . This Agreement and Amendment is entered into for the sole benefit of the Parties, and except as may be specifically provided herein, no other person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement and Amendment. Without limiting the foregoing, nothing in this Agreement and Amendment affects Toshiba’s obligations to fully comply with the Settlement Agreement or any of the Parties’ rights and remedies thereunder.

Section 5.9 SNC Joinder . SNC is joining in the execution of this Agreement and Amendment for the purposes of Sections 2.1(e), 2.3(d), 2.4, 2.5, 2.6, 2.7, 2.9, 2.10, 4.1, 4.2, 4.3, and 5.1(c) and this Section 5.9. SNC hereby acknowledges and agrees to all of its rights and obligations, and modifications to its existing rights and obligations, set forth in the immediately above specifically enumerated sections of this Agreement and Amendment. SNC also hereby agrees to join in the execution of any consent, assignment, agreement or other instrument or document reasonably requested by the DOE in connection with the DOE-guaranteed federal

loans that have been or are in the future made available to any of the Parties, including any amendment to that certain Owners Consent to Assignment and Direct Agreement and Amendment to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of February 20, 2014, by and among GPC, OPC, MEAG and Dalton, DOE and PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association.

Section 5.10 RUS Approval . The effectiveness of this Agreement and Amendment is subject to the condition that OPC has obtained the approval of the Administrator of the Rural Utilities Service required under OPC’s loan contract with the Rural Utilities Service for the amendments to the Ownership Participation Agreement contained herein.

[Remainder of page left blank intentionally.]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement and Amendment as of the date first above written.

Signed, sealed and delivered in the presence of:	GEORGIA POWER COMPANY


/s/ K.C. Jewell	By:	/s/ Christopher Cummiskey
Witness	Name:	Christopher Cummiskey
/s/ Delta Booker	Title:	EVP External Affairs and Nuclear Development

Notary Public
My Commission expires: March 2, 2019	Attest:	/s/ Meredith M. Lackey
	Its:	Corporate Secretary
	(CORPORATE SEAL)


Signed, sealed and delivered in the presence of:	OGLETHORPE POWER CORPORATION
	(AN ELECTRIC MEMBERSHIP CORPORATION)


/s/ Suzanne N. Roberts	By:	/s/ Michel L. Smith
Witness	Name:	Michael L. Smith
/s/ Jean L. Wheeler	Title:	President and CEO

Notary Public
My Commission expires: May 7, 2020	Attest:	/s/ Patricia N. Nash
	Its:	Secretary
	(CORPORATE SEAL)


Signed, sealed and delivered in the presence of:	MUNICIPAL ELECTRIC AUTHORITY
	OF GEORGIA


/s/ Steven M. Jackson	By:	/s/ James E. Fuller
Witness	Name:	James E. Fuller
/s/ Cindy R. Carter	Title:	President & Chief Executive Officer
Notary Public
My Commission expires: January 26, 2021	Attest:	/s/ Dale Dyer
	Its:	Executive Assistant to President & Chief
		Executive Officer
	(CORPORATE SEAL)

Signed, sealed and delivered in the presence of:	MEAG POWER SPVJ, LLC


	By:	MUNICIPAL ELECTRIC AUTHORITY
		OF GEORGIA, its sole member

/s/ Steven M. Jackson	By:		/s/ James E. Fuller
Witness	Name:		James E. Fuller
/s/ Cindy R. Carter	Title:		President & Chief Executive Officer
Notary Public
My Commission expires: January 26, 2021	Attest:		/s/ Dale Dyer
	Its:		Executive Assistant to President & Chief
			Executive Officer
	(CORPORATE SEAL)

Signed, sealed and delivered in the presence of:	MEAG POWER SPVM, LLC


	By:		MUNICIPAL ELECTRIC AUTHORITY
			OF GEORGIA, its sole member

/s/ Steven M. Jackson	By:		/s/ James E. Fuller
Witness	Name:		James E. Fuller
/s/ Cindy R. Carter	Title:		President & Chief Executive Officer
Notary Public
My Commission expires: January 26, 2021	Attest:		/s/ Dale Dyer
	Its:		Executive Assistant to President & Chief
			Executive Officer
	(CORPORATE SEAL)

Signed, sealed and delivered in the presence of:	MEAG POWER SPVP, LLC

	By: MUNICIPAL ELECTRIC AUTHORITY
	OF GEORGIA, its sole member

/s/ Steven M. Jackson	By:		/s/ James E. Fuller
Witness	Name:		James E. Fuller
/s/ Cindy R. Carter	Title:		President & Chief Executive Officer
Notary Public
My Commission expires: January 26, 2021	Attest:		/s/ Dale Dyer
	Its:		Executive Assistant to President & Chief
			Executive Officer
	(CORPORATE SEAL)

Signed, sealed and delivered in the presence of:	CITY OF DALTON, GEORGIA
	BY: BOARD OF WATER, LIGHT AND
	SINKING FUND COMMISSIONERS
	D/B/A DALTON UTILITIES



/s/ Don Johnson	By:	/s/ Tom Bundros
Witness	Name:	Tom Bundros
/s/ Megan Hobbs	Title:	CEO
Notary Public
My Commission expires: March 21, 2019	Attest:	/s/ Hank Blackwood
	Its:	Chief Technical Services Officer
	(CORPORATE SEAL)

Joinder :

SNC is joining in the execution of this Agreement and Amendment as further described in Section 5.9.


Signed, sealed and delivered in the presence of:	SOUTHERN NUCLEAR OPERATING
	COMPANY, INC.

/s/ Ty L. Jones	By:	/s/ Mark D. Rauckhorst
Witness	Name:	Mark D. Rauckhorst
/s/ Ty L. Jones	Title:	Executive Vice President
Notary Public
My Commission expires: February 18, 2020	Attest:	/s/ Sherry A. Mitchell
	Its:	Assistant Corporate Secretary
	(CORPORATE SEAL)

EXHIBIT A

ADDITIONAL UNITS OWNERSHIP AGREEMENTS

1. Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated as of May 13, 2005, with the Exhibits attached thereto, all as amended by the following, and as may be further amended (collectively referred to as the “ Development Agreement ”):

· Additional Unit Side Letter regarding Negotiation of Definitive Agreements from GPC to OPC, MEAG and Dalton, dated as of May 13, 2005

· Amendment No. 1 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton dated as of April 21, 2006

· Letter Agreement as to Typographical Error in Amended Development Agreement from GPC to OPC, MEAG and Dalton, dated as of April 19, 2007

· First Addendum to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton dated as of April 8, 2008

· Amendment No. 2 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG and Dalton dated as of April 8, 2008

· Agreement and Amendment No. 3 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units among GPC, OPC, MEAG, the MEAG SPVs and Dalton dated as of February 20, 2014

2. Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, dated as of April 21, 2006, with the Exhibits attached thereto and any such Exhibit forms that have been executed by any Party, all as amended by the following, and as may be further amended (collectively referred to as the “ Ownership Participation Agreement ”):

· Letter regarding Clarification of Section 4.2(f) from Alston & Bird LLP to Troutman Sanders LLP and Minor, Bell & Neal, P.C., dated as of April 5, 2008

· Amendment No. 1 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among GPC, OPC, MEAG and Dalton dated as of April 8, 2008

· Letter Agreement as to Dates for Delivery of Construction Budgets from GPC to OPC, MEAG and Dalton dated as of June 18, 2009

A- 1

· Agreement and Amendment No. 2 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among GPC, OPC, MEAG, the MEAG SPVs and Dalton dated as of February 20, 2014

· Owners Consent to Assignment and Direct Agreement and Amendment to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement, by and among GPC, OPC, MEAG and Dalton, DOE and PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, dated as of February 20, 2014

A- 2

EXHIBIT B

DOCUMENT PROVISIONS NOT MODIFIED OR SUPPLEMENTED

Development Agreement :

Section 1.4
Section 1.5
Section 2.1
Exhibit A

Ownership Participation Agreement :

Section 4.1
Section 4.2
Section 4.9(c)
Section 7.7
Section 7.10
The following definitions:
Additional Unit Property
Additional Unit Properties
Additional Unit
Additional Units
Agent
COL
Commercial Operation
Cost of Construction
Decommissioning
ESP
Existing Unit Ownership Agreement
Existing Units
Final Percentage Interest
Identified Site
Identified Sites
Initial Percentage Interest
Major Milestone
Maximum Binding Percentage
Minimum Binding Percentage
Ownership Interest
Party
Participating Parties
Participating Party
Plant Vogtle
Related Facilities
Supplemental Percentage Interest
Uniform System of Accounts
Weighted Ownership Interest in Plant Vogtle

B- 1

Exhibit A-1

Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement, among GPC, OPC, MEAG and Dalton, with the Exhibits attached thereto, all as amended and as may be further amended :

Article II

Section 3.1

Section 3.3

Section 3.4

SNC Letter Agreement :

Paragraph 3.a.

Paragraph 3.c.

Paragraph 6

Paragraph 7

Paragraph 8 (second paragraph and clauses (i) and (ii))

Paragraph 9 (last sentence only)

SNC Operating Agreement :

Section 2.7.2 (initial paragraph) and 2.7.2.1

Section 3.6

Section 3.7

Section 5.1.7

Section 6.3 (last sentence)

Section 6.1(b)

Section 10.1 (lead-in paragraph and clauses (i) and (ii))

Section 11.8

Section 11.13

Nuclear Managing Board Agreement :

Section 5.1.1 (last sentence)

Section 5.6

Declaration of Covenants

Section 9(e) (Notice) (last paragraph)

B- 2

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification, by Michael L. Smith

(Principal Executive Officer)

I, Michael L. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2017

/s/ Michael L. Smith
Michael L. Smith
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins

(Principal Financial Officer)

I, Elizabeth B. Higgins, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2017

/s/ Elizabeth B. Higgins
Elizabeth B. Higgins
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Michael L. Smith, the President and Chief Executive Officer of the Registrant certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	/s/ Michael L. Smith
	Michael L. Smith President and Chief Executive Officer

	November 13, 2017
	Date

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Elizabeth B. Higgins, the Executive Vice President and Chief Financial Officer of the Registrant certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	/s/ Elizabeth B. Higgins
	Elizabeth B. Higgins
	Executive Vice President and Chief Financial Officer

	November 13, 2017
	Date