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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/ /
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
/ /
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. 33-7591
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OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)
(Exact name of registrant as specified in its charter)
GEORGIA 58-1211925
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE 30085-1349
TUCKER, GEORGIA (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (404) 270-7600
Securities registered pursuant to Section 12(b) of the
Act: None
Securities registered pursuant to Section 12(g) of the
Act: None
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 of such
filing requirements for the past 90 days.
YES__X__ NO______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. None
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.
Documents Incorporated by Reference:
None
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OGLETHORPE POWER CORPORATION
1993 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
- ---- ----
<S> <C> <C>
PART I
1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Oglethorpe Power Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Members of Oglethorpe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Power Supply System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Co-owners of the Plants and the Plant and Transmission Agreements. . . . . . . . . . . . 19
2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4 Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . 24
PART II
5 Market for Registrant's Common Equity and Related Stockholder Matters. . . . . . . . . . . 25
6 Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . 26
8 Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . 32
9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . 49
PART III
10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . 49
11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . 63
13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . 63
PART IV
14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . 64
</TABLE>
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SELECTED DEFINITIONS
When used herein the following terms will have the meanings indicated
below:
<TABLE>
<CAPTION>
Term Meaning
- ---- -------
<S> <C>
ADSCR Annual Debt Service Coverage Ratio
AFUDC Allowance for Debt and Equity Funds Used During Construction
BPSA Block Power Sale Agreement
CFC National Rural Utilities Cooperative Finance Corporation
CoBank National Bank for Cooperatives
Commission Securities and Exchange Commission
CSA Coordination Services Agreement
Dalton City of Dalton, Georgia
DOE United States Department of Energy
DSC Debt Service Coverage Ratio
EPA United States Environmental Protection Agency
EPI Entergy Power, Inc.
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
FFB Federal Financing Bank
G&T Generation and Transmission Cooperative
GEMC Georgia Electric Membership Corporation
GPC Georgia Power Company
GPSC Georgia Public Service Commission
ITS Integrated Transmission System
ITSA Revised and Restated Integrated Transmission System Agreement
kWh Kilowatt-hours
Members The 39 retail distribution cooperatives that are members of Oglethorpe
MEAG Municipal Electric Authority of Georgia
MW Megawatts
MWh Megawatt-hours
NRC Nuclear Regulatory Commission
Oglethorpe Oglethorpe Power Corporation
PURPA Public Utility Regulatory Policies Act
REA Rural Electrification Administration
SEPA Southeastern Power Administration
SONOPCO Southern Nuclear Operating Company
TIER Times Interest Earned Ratio
TVA Tennessee Valley Authority
</TABLE>
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PART I
Item 1. BUSINESS
OGLETHORPE POWER CORPORATION
GENERAL
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) ("Oglethorpe") is an electric generation and
transmission cooperative ("G&T") incorporated in 1974 in the State of Georgia.
It is headquartered in metropolitan Atlanta. Oglethorpe is entirely owned by its
39 retail electric distribution cooperative members (the "Members"), who, in
turn, are entirely owned by their retail consumers. Oglethorpe is the largest
G&T in the United States in terms of operating revenues, assets, kilowatt-hour
("kWh") sales and, through the Members, consumers served. It is one of the ten
largest electric utilities in the United States in terms of land area served. As
of February 28, 1994, Oglethorpe had 505 full-time and 43 part-time employees.
As with cooperatives generally, Oglethorpe operates on a not-for-profit
basis. Oglethorpe's principal business is providing wholesale electric service
to the Members. The Members are local consumer-owned distribution cooperatives
providing retail electric service on a not-for-profit basis. In general, the
membership of the distribution cooperative Members consists of residential,
commercial and industrial consumers within specific geographic areas. As of
December 31, 1993, the Members served approximately 1 million electric consumers
(meters) representing a total population of approximately 2.3 million people.
Each Member purchases capacity and energy from Oglethorpe pursuant to a
long-term, "all-requirements" wholesale power contract between Oglethorpe and
the Member (each a "Wholesale Power Contract" and collectively the "Wholesale
Power Contracts"). Oglethorpe supplies the capacity and energy requirements of
the Members from a combination of owned and leased generating plants and from
power purchased under long-term contracts with other power suppliers,
principally Georgia Power Company ("GPC"), a wholly owned subsidiary of The
Southern Company.
MEMBER CONTRACTS
Each Wholesale Power Contract will remain in effect through the year 2025
and thereafter until terminated by three years' written notice by Oglethorpe or
the respective Member. Each Wholesale Power Contract provides that, except for
power purchased from the Southeastern Power Administration ("SEPA"), Oglethorpe
shall sell and deliver to the Member, and the Member shall purchase and receive
from Oglethorpe, all electric capacity and energy that the Member requires for
the operation of its system to the extent that Oglethorpe has capacity and
energy and facilities available. In 1993, the aggregate SEPA allocation to the
Members was 542 megawatts ("MW") plus associated energy, representing
approximately 13% of total Member peak demand and approximately 6% of total
Member energy requirements. Because the amount of capacity and energy available
from SEPA is not expected to increase in an amount sufficient to serve a
material portion of the projected growth in the Members' requirements, such
growth is expected to be served primarily through Oglethorpe's resources. (See
"Member Demand and Energy Requirements--DISPERSED GENERATION" and "THE MEMBERS
OF OGLETHORPE--Contracts with SEPA" herein.)
Each Wholesale Power Contract provides that, without the approval of both
Oglethorpe and the Rural Electrification Administration ("REA"), no Member may
reorganize, consolidate or merge, or sell, lease or transfer all or a
substantial part of its assets (or make any agreement therefor), so long as
Oglethorpe has notes outstanding to REA and the FFB, without first paying such
portion of any such outstanding notes as may be determined by Oglethorpe with
the prior written consent of REA and otherwise complying with such reasonable
terms as Oglethorpe and REA may require.
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MEMBER DEMAND AND ENERGY REQUIREMENTS
The following table shows the aggregate peak demand and energy requirements
of the Members for the years 1991 through 1993 and also shows the amounts of
such requirements supplied by Oglethorpe and SEPA. For the years 1991 through
1993, demand and energy requirements increased at an average annual compound
growth rate of 8.1% and 7.3%, respectively.
<TABLE>
<CAPTION>
DEMAND (MW) ENERGY REQUIREMENTS (MWh)
-------------------------------------- -----------------------------------------
TOTAL TOTAL
REQUIRE- SUPPLIED BY SUPPLIED BY REQUIRE- SUPPLIED BY SUPPLIED BY
MENTS(1) OGLETHORPE(2) SEPA(3) MENTS OGLETHORPE(2) SEPA(3)
-------- ------------- ----------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
1991 . . . . . . . . . 3,664 3,122 542 15,029,976 14,022,213 1,007,763
1992 . . . . . . . . . 3,865 3,323 542 15,562,495 14,466,943 1,095,552
1993 . . . . . . . . . 4,283 3,736 542 17,313,313 16,253,283 1,060,030
<FN>
- -------------------------
(1) System peak demand of the Members measured at the Members' delivery points
(net of system losses).
(2) Includes purchased power. (See "THE POWER SUPPLY SYSTEM--Power Sales to
and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" and "--Other Power
Purchases".)
(3) Supplied by SEPA through existing contracts with the Members. (See "THE
MEMBERS OF OGLETHORPE--Contracts with SEPA".)
</TABLE>
Prior to 1993, no Member accounted for 10% or more of Oglethorpe's total
revenues. In 1993, however, Cobb EMC accounted for approximately 10% of
Oglethorpe's total revenues.
SEASONAL VARIATIONS
Although the demand for energy by the Members is influenced by seasonal
weather conditions, Oglethorpe's rate structure is designed to cause capacity
revenues, which include margins, to remain relatively level throughout the year.
Energy revenues, which do not include margins, track energy costs as they are
incurred. Although energy charges, which are based on variable costs, fluctuate
from month to month, capacity charges, which are based on annual peak demands,
do not fluctuate based on a Member's usage during a given year. Historically,
Oglethorpe's peak demand occurs during the months of June through September.
CONSERVATION AND LOAD MANAGEMENT
Oglethorpe and the Members have implemented various demand management
programs. The program goal, developed in conjunction with Oglethorpe's
integrated resource planning process, is to modify demand patterns so that
current resources are used efficiently and the need for additional generating
resources is delayed. The programs that have been implemented include an energy
efficient home program (the "Good Cents Home" program), remote-controlled
switching of air conditioners, water heaters and irrigation pumps, residential
energy audits and public appeals to encourage consumers to use less energy
during periods of peak demand. The demand management programs have reduced, and
are expected to continue to reduce, the growth of peak demand and have resulted
in an increase in off-peak sales. (See "THE POWER SUPPLY SYSTEM--Future Power
Resources--OTHER FUTURE RESOURCES".)
DISPERSED GENERATION
Oglethorpe and the Members have been discussing the desire of a number of
the Members to make greater use of dispersed generation units. If permitted by
REA, such units would be used to maintain reliability of electric service during
emergencies on a Member's distribution system, to serve specific customer needs
and otherwise to be available to Oglethorpe to serve the demands of Members on
its system. The installation and use of dispersed generation units by any Member
would be governed by policies and procedures, consistent with the Wholesale
Power Contract, designed to
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ensure system reliability and prevent any material adverse effect on
Oglethorpe's revenues or on any other Member's power costs.
ELECTRIC RATES
Each Member is required to pay Oglethorpe for capacity and energy furnished
under its Wholesale Power Contract in accordance with rates established by
Oglethorpe. Oglethorpe reviews its rates at such intervals as it deems
appropriate but is required to do so at least once every year. Oglethorpe is
required to revise its rates as necessary so that the revenues derived from such
rates will be sufficient, but only sufficient, with its revenues from all other
sources to pay operating and maintenance costs, the cost of purchased power, the
cost of transmission services, and principal and interest on all indebtedness
(including capital lease obligations) of Oglethorpe and to provide for the
establishment and maintenance of reasonable reserves. Rates are also required to
be established so as to enable Oglethorpe to comply with all requirements
(including coverage ratios) under the Consolidated Mortgage and Security
Agreement dated as of September 1, 1993 (the "REA Mortgage") among Oglethorpe,
as mortgagor, and the United States of America acting through the Administrator
of REA, the National Bank for Cooperatives ("CoBank"), Credit Suisse, acting by
and through its New York Branch ("Credit Suisse"), and Trust Company Bank
("Trust Company"), as trustee under certain pollution control bond indentures
identified in the REA Mortgage. (See "General--RATES AND FINANCIAL COVERAGE
REQUIREMENTS" in Item 7.)
Oglethorpe's current monthly rate for electric service for capacity and
energy delivered to each Member includes energy charges that recover fuel and
variable operation and maintenance costs, adjusted semiannually to assure full
recovery of such costs, and capacity charges. The rate also includes a provision
to reflect the amortization of the deferred margins accumulated from 1985
through 1993, which amounts will be fully amortized by the end of 1995. (See
Note 1 of Notes to Financial Statements in Item 8.) Oglethorpe's rate policy
provides for a number of separate rates for certain qualified consumer loads,
which are designed to have a favorable impact on the Members' competitiveness
for certain new industrial and commercial loads. (See "THE MEMBERS OF
OGLETHORPE--Service Area and Competition".)
Oglethorpe's rates, as established by its Board of Directors, are subject
to review and approval by REA. Oglethorpe is required under the REA Mortgage to
implement rates designed to maintain a Times Interest Earned Ratio ("TIER") of
not less than 1.05, Debt Service Coverage Ratio ("DSC") of not less than 1.0 and
an Annual Debt Service Coverage Ratio ("ADSCR") of not less than 1.25.
Oglethorpe has always met or exceeded the TIER, DSC and ADSCR requirements of
the REA Mortgage. (See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" in
Item 7.)
The Wholesale Power Contracts provide that no rate revision shall be
effective unless approved by REA, but such rate revisions are not subject to the
approval of any other Federal or state agency or authority, including the
Georgia Public Service Commission (the "GPSC"). To date, REA has not reduced or
delayed the effectiveness of any rate increase proposed by Oglethorpe.
For information regarding future rates, see "Results of Operations--
OPERATING REVENUES--SALES TO MEMBERS" in Item 7.
CERTAIN FACTORS AFFECTING THE UTILITY INDUSTRY IN GENERAL
The electric utility industry is becoming increasingly competitive as a
result of deregulation, competing energy suppliers, technologies, and other
factors. The Energy Policy Act of 1992 (the "Energy Policy Act") amended the
Federal Power Act and the Public Utility Holding Company Act to allow for
increased competition among wholesale electricity suppliers and increased access
to transmission services by such suppliers. A number of other significant
factors have affected the operations of electric utilities. They include the
availability and cost of fuel for the generation of electric energy, fluctuating
rates of load growth, compliance with environmental and other governmental
regulations, licensing and other delays affecting the construction, operation
and cost of new and existing facilities, and the effects of conservation, energy
management and other governmental regulations on the use of electric energy. All
of these factors present an increasing challenge to companies in the electric
utility industry, including Oglethorpe and the Members, to reduce costs and
improve the management of resources. (See "THE POWER SUPPLY SYSTEM--General",
"--Future Power Resources" and "--Environmental and Other Regulations".)
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RELATIONSHIP WITH GPC
Oglethorpe's relationship with GPC is a significant factor in several
aspects of Oglethorpe's business. GPC is Oglethorpe's principal supplier of
purchased power, and Oglethorpe is one of GPC's largest customers. In 1993,
Oglethorpe derived 15% of its total revenues from sales to GPC, making GPC
Oglethorpe's largest customer. Substantially all of Oglethorpe's generating
facilities were purchased at various stages of construction from GPC and were
constructed and are now operated by GPC. Oglethorpe is the construction and
operating agent for the Rocky Mountain Project, a pumped storage hydroelectric
facility ("Rocky Mountain"), in which it acquired an interest from GPC.
Oglethorpe purchases coordination services from GPC to schedule its power
resources and its off-system purchases and sales. Oglethorpe, through the
Members, is one of GPC's principal competitors in the State of Georgia for
electric service to new customers that have a choice of supplier under the
Georgia Territorial Electric Service Act (the "Territorial Act"). Likewise, GPC
is the principal competitor of the Members for such customers. Oglethorpe and
GPC also own transmission facilities that are part of the Integrated
Transmission System (the "ITS"). GPC provides system operator services and
performs most of the required maintenance of Oglethorpe's transmission
facilities. GPC and Oglethorpe are parties to an agreement that makes allowance
for the joint planning of future generation and transmission facilities. For
further information regarding the various relationships and agreements with GPC,
see "THE MEMBERS OF OGLETHORPE--Service Area and Competition", "THE POWER
SUPPLY SYSTEM--General", "--Fuel Supply", "--Power Sales to and Purchases from
GPC", "--Future Power Resources--ROCKY MOUNTAIN", "-Transmission and Other
Power System Arrangements", "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS--Co-Owners of the Plants--GEORGIA POWER COMPANY", "--The
Plant Agreements", "--Agreements Relating to the Integrated Transmission
System", and "--The Joint Committee Agreement".
RELATIONSHIP WITH REA
Federal loan programs administered by REA have provided the principal
source of financing for electric cooperatives. Direct loans from REA have been a
major source of funding for the Members, while loans guaranteed by REA and made
by the Federal Financing Bank ("FFB") have been a major source of funding for
Oglethorpe. Through provisions of the REA Mortgage, REA exercises substantial
control and supervision over Oglethorpe in such areas as accounting, issuing
secured indebtedness, rates and charges for the sale of power, construction and
acquisition of facilities, and the purchase and sale of power.
In recent years, there have been legislative, administrative and budgetary
initiatives intended to reduce or, in some cases, eliminate federal funding for
electric cooperatives. In addition, the REA loan and guarantee programs have
been characterized by the imposition of increasingly problematic terms and
conditions and extended delays in access to necessary funding.
The President's budget for fiscal year 1995 proposes to set the level of
funding for the 100% guarantee program at $275 million, which if sustained at
that level in future years would not likely provide adequate funding for the
transmission and power supply needs of REA borrowers. Congress historically has
increased Administration-proposed lending levels to those necessary to meet
borrower demand. Notwithstanding historical practices, however, the future cost,
availability and magnitude of REA-guaranteed loans cannot be predicted. See "THE
MEMBERS OF OGLETHORPE-Members' Relationship with REA" for a discussion of the
impact of the budget proposal on the direct loan program.
REA continues to re-evaluate its regulatory and lending relationship with
its borrowers through what it has described as a comprehensive rule-making
project. The purpose of the project is to improve the credit-worthiness of
loans made or guaranteed by REA. In addition to adopting new rules regulating
policies and procedures for insured and guaranteed loans and lien
accommodations, REA has published a proposed rule describing a new form of
wholesale power contract and has, in an advance notice of proposed rule-making,
requested suggestions for revisions to its standard form of mortgage. Many of
these rule-makings have taken many months or years to complete and the outcome
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of these various rule-making initiatives, whether others may be forthcoming,
whether any of such rule-making initiatives may achieve the objectives stated by
REA, or the extent to which such initiatives may affect Oglethorpe or the
Members cannot be predicted.
The Clinton Administration has proposed that the Department of Agriculture,
which includes REA, be reorganized to improve its efficiency. Legislation has
been introduced that would authorize the Secretary of Agriculture to implement
this reorganization. Under the proposed reorganization, the electric and
telephone programs of REA would be included in a new Rural Utilities Service.
The rural development functions of REA would be included in a Rural Business and
Cooperative Development Service. Both agencies would report to an Under
Secretary for Rural Economic and Community Development. Oglethorpe's management
does not believe that the reorganization, if implemented as proposed, will have
a significant adverse effect on it or the Members.
5
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THE MEMBERS OF OGLETHORPE
SERVICE AREA AND COMPETITION
The Members are identified in Item 10(a) of this Report and include 39 of
the 42 electric distribution cooperatives in the State of Georgia. As of
December 31, 1993, the Members served approximately 1 million electric consumers
(meters) representing a total population of approximately 2.3 million people.
The Members serve a region covering approximately 40,000 square miles, which is
approximately 70% of the land area of Georgia served by the owners of the ITS,
encompassing 150 of the State's 159 counties. Sales by the Members in 1993
amounted to approximately 16.2 million megawatt-hours ("MWh"), with 74% to
residential consumers, 24% to commercial and industrial consumers and 2% to
other consumers. No single consumer of any Member constituted more than 1% of
the Members' aggregate sales in 1993. The Members are the principal suppliers
for the power needs of rural Georgia. While the Members do not serve any major
cities, portions of their service territories are in close proximity to urban
areas and are experiencing growth due to the expansion of urban areas, including
metropolitan Atlanta, into suburban areas and the growth of suburban areas into
neighboring rural areas. The Members have experienced average annual compound
growth rates from 1991 through 1993 of 4.5% in number of consumers, 6.9% in MWh
sales and 8.9% in electric revenues.
The Territorial Act regulates the service rights of all retail electric
suppliers in the State of Georgia. Pursuant to the Territorial Act, the GPSC
assigned substantially all areas in the State to specified retail suppliers. The
Members have the exclusive right to provide retail electric service in their
respective assigned territories, which are predominately outside of municipal
limits. The GPSC may not reassign territory or transfer service except in
limited circumstances provided by the Territorial Act. The GPSC may transfer
service for specific premises only: (i) upon a determination by the GPSC, after
joint application of electric suppliers and proper notice and hearing, that the
public convenience and necessity require a transfer of service from one electric
supplier to another; or (ii) upon a finding by GPSC, after proper notice and
hearing, that an electric supplier's service to a premise is not adequate or
dependable or that its rates, charges, service rules and regulations
unreasonably discriminate in favor of or against the consumer utilizing such
premises and the electric utility is unwilling or unable to comply with an order
from GPSC regarding such service. The GPSC may reassign territory only if it
determines that an assignee electric supplier has breached the tenets of public
convenience and necessity.
The territorial assignments under the Territorial Act are also subject to
an exception that permits the owner of any new facility located outside of
existing municipal limits and having a connected demand upon initial full
operation of 900 kilowatts or greater to receive electric service from the
retail supplier of its choice. The Members, with Oglethorpe's support, are
actively engaged in competition with other retail electric suppliers for these
new industrial and commercial loads. The number of commercial and industrial
loads served by the Members has increased in recent years.
COOPERATIVE STRUCTURE
The Members operate their systems on a not-for-profit basis. Accumulated
margins derived after payment of operating expenses and provision for
depreciation constitute patronage capital of the consumers of the Members.
Refunds of accumulated patronage capital to the individual consumers may be made
from time to time subject to limitations contained in mortgages between the
Members and REA. These mortgages generally prohibit such distributions unless,
after any such distribution, the Member's total equity will equal at least 40%
of its total assets, except that distributions may be made of up to 25% of the
margins and patronage capital received by the Member in the preceding year.
As a general matter, the Members distribute accumulated patronage capital from
time to time subject to their respective financial policies and in conformity
with their respective REA mortgages.
Oglethorpe is a membership corporation, and the Members are not
subsidiaries of Oglethorpe. Except with respect to the obligations of the
Members under each Member's Wholesale Power Contract with Oglethorpe and
Oglethorpe's rights under such contracts to receive payment for power and energy
supplied, Oglethorpe has no legal interest in, or obligations in respect of, any
of the assets, liabilities, equity, revenues or margins of the Members. (See
"OGLETHORPE POWER CORPORATION--Member Contracts".) The revenues of the Members
are not pledged as security
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to Oglethorpe but are the source from which moneys are derived by the Members to
pay for power supplied by Oglethorpe under the Wholesale Power Contracts.
Revenues of the Members are, however, pledged under the respective REA mortgages
of the Members.
RATE REGULATION OF MEMBERS
Through provisions in the loan documents securing loans to the Members, REA
exercises control and supervision over the Members in such areas as: (i)
accounting; (ii) borrowings; (iii) rates and charges for the sale of power; (iv)
construction and acquisition of facilities; and (v) the purchase and sale of
power. The individual REA mortgages of the Members require them to design rates
with a view to maintaining an average TIER of not less than 1.50 and an average
DSC of not less than 1.25 for the two highest out of every three successive
years.
Although the setting of the rates of the Members is not subject to approval
of any Federal or state agency or authority other than REA, the Territorial Act
prohibits the Members from unreasonable discrimination in the setting of rates,
charges, service rules or regulations.
CONTRACTS WITH SEPA
In addition to energy received from Oglethorpe under the Wholesale Power
Contracts, the Members purchase hydroelectric power under contracts with SEPA.
In 1993, the aggregate SEPA allocation to the Members was 542 MW plus associated
energy, representing approximately 13% of total Member peak demand and
approximately 6% of total Member energy requirements. (See "OGLETHORPE POWER
CORPORATION-Member Contracts" and "-Member Demand and Energy Requirements" and
the table thereunder.)
In September 1993, SEPA issued a Notice of Intent to revise its marketing
policy for the Georgia-Alabama-South Carolina system of projects, from which
the Members purchase SEPA power. This policy will govern the renewal of SEPA's
contracts with the Members, which are subject to renewal on May 31, 1994.
Although Oglethorpe does not anticipate that such revised policy will result in
a significant change, the final marketing policy and its effect on the Members'
allocations of capacity and energy cannot be predicted with certainty.
MEMBERS' RELATIONSHIP WITH REA
Federal loan programs providing direct loans from REA to electric
cooperatives have been a major source of funding for the Members. On November 1,
1993, the President signed into law the Rural Electrification Loan Restructuring
Act of 1993, which contains significant revisions to the REA loan program
utilized by the Members. The Members previously relied on the 5% insured loan
program, under which the REA Administrator could require that up to 30% of a
borrower's capital needs be obtained from private sources. The 1993 Act provides
for loans to be made at an interest rate equal to that being paid on municipal
bonds with comparable maturities. Certain borrowers with either (i) low
consumer density or (ii) higher than average rates and consumers having lower
than average incomes will have borrowing rates capped at 7%. The 1993 Act
continues to make 5% loans available for hardship cases. Loans will also be
available to fund demand-side management and conservation programs. Although the
1993 Act will reduce the Government's cost associated with the REA loan program,
there is no guarantee that further changes in the cost and availability of the
REA lending program will not be made, since the level of funding will remain
subject to the Congressional budget and appropriation processes. The President's
budget proposal for the fiscal year 1995 includes a proposal to replace most of
the "municipal bond rate" program with higher-cost loans made at the cost to the
United States Department of the Treasury. The outcome of this budget proposal
and the future cost, availability and amount of REA direct and guaranteed loans
cannot be predicted.
For further information regarding the REA program, see "OGLETHORPE POWER
CORPORATION-Relationship with REA".
7
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THIRD-PARTY INTEREST IN MEMBER SYSTEMS
From time to time, utilities may be approached by other utilities or other
parties interested in purchasing their systems. Some of Oglethorpe's Members
have been approached in the past by third parties indicating an interest in
purchasing their systems. The Wholesale Power Contract between Oglethorpe and
each Member provides that no Member may reorganize, consolidate or merge, or
sell, lease or transfer all or a substantial portion of its assets (or make any
agreement therefor), so long as Oglethorpe has notes outstanding to REA and the
FFB, without first paying such portion of any such outstanding notes as may be
determined by Oglethorpe with the prior written consent of REA and otherwise
complying with such reasonable terms and conditions as Oglethorpe and REA may
require. The enforceability of the REA form of wholesale power contract has been
consistently upheld by the courts in several jurisdictions. In addition, REA has
recently stated its policy that it will not encourage or facilitate the buyout
of borrowers by third parties and that it will expect cooperative distribution
utilities to retire a proportionate share of the associated G&T indebtedness and
to pay other appropriate costs and expenses of the G&T as a condition of a
buyout.
Oglethorpe's management is unable to predict what transactions, if any,
might result from the past third-party interest or whether any other proposals
will be made to the Members. Oglethorpe has received an opinion of its counsel
that each of the Wholesale Power Contracts is a valid, binding and enforceable
obligation of each respective Member. Based on this opinion and other factors,
Oglethorpe's management believes that no sale or transfer of Member assets would
have a material adverse effect upon its financial condition or results of
operations.
8
<PAGE>
THE POWER SUPPLY SYSTEM
GENERAL
Oglethorpe supplies the capacity and energy requirements of the Members
from a combination of owned and leased generating plants and power purchased
under long-term contracts with other power suppliers. These resources are
scheduled and dispatched so as to minimize the operating cost of Oglethorpe's
system. In addition, Oglethorpe purchases and sells capacity and energy in the
bulk power market to make the best use of its resources and thus minimize the
cost of capacity and energy delivered to the Members.
The following table sets forth certain information with respect to the
generating facilities in which Oglethorpe currently has ownership or leasehold
interests, all of which are in commercial operation except for Rocky Mountain,
which is under construction. The Edwin I. Hatch Plant ("Plant Hatch"), the Hal
B. Wansley Plant ("Plant Wansley"), the Alvin W. Vogtle Plant ("Plant Vogtle")
and the Robert W. Scherer Units No. 1 and No. 2 ("Scherer Units No. 1 and No.
2") are co-owned by Oglethorpe, GPC, the Municipal Electric Authority of Georgia
("MEAG") and the City of Dalton ("Dalton"). GPC is the operating agent for each
of these plants, except Rocky Mountain. Rocky Mountain is co-owned by Oglethorpe
and GPC, and Oglethorpe is the construction and operating agent. Oglethorpe is
the sole owner of the Tallassee Project at the Walter W. Harrison Dam
("Tallassee"). (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION
AGREEMENTS--The Plant Agreements".)
<TABLE>
<CAPTION>
OGLETHORPE'S
SHARE OF NAME- COMMERCIAL LICENSE
PERCENTAGE PLATE CAPACITY OPERATION EXPIRATION
TYPE OF FUEL INTEREST(1) (MW) DATE DATE
------------ ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
FACILITIES IN SERVICE:
Plant Hatch (near Baxley)
Unit No. 1 Nuclear 30 243.0 1975 2014
Unit No. 2 Nuclear 30 246.0 1979 2018
Plant Vogtle (near Waynesboro)
Unit No. 1 Nuclear 30 348.0 1987 2027
Unit No. 2 Nuclear 30 348.0 1989 2029
Plant Wansley (near Carrollton)
Unit No. 1 Coal 30 259.5 1976 N/A(3)
Unit No. 2 Coal 30 259.5 1978 N/A(3)
Combustion Turbine Oil 30 14.8 1980 N/A(3)
Plant Scherer (near Forsyth)
Unit No. 1 Coal 60 490.8 1982 N/A(3)
Unit No. 2 Coal 60 490.8 1984 N/A(3)
Tallassee (near Athens) Hydro 100 2.1 1986 2023
-------
Total in Service 2,702.5
-------
FACILITIES UNDER CONSTRUCTION:
Rocky Mountain Pumped Storage
(near Rome) Hydro 75(2) 635.9 1995 2027
-------
Total Ownership 3,338.4
-------
<FN>
- -------------------------
(1) Oglethorpe has an ownership interest in all of the facilities except
Scherer Unit No. 2. The 60% interest in Scherer Unit No. 2 is leased under
leases that expire in 2013, subject to options to renew for a total of 8.5
years.
(2) Represents Oglethorpe's estimated ownership interest upon completion.
Oglethorpe's ultimate ownership interest is proportional to its investment
in the project relative to GPC's investment. (See "Future Power
Resources--ROCKY MOUNTAIN" herein.)
(3) Coal-fired units and combustion turbines do not operate under operating
licenses similar to those granted to nuclear units by the Nuclear
Regulatory Commission and to hydroelectric plants by the Federal Energy
Regulatory Commission.
</TABLE>
9
<PAGE>
Upon completion of Rocky Mountain, Oglethorpe will own or lease 1,500.6 MW
of coal-fired capacity, 1,185 MW of nuclear-fueled capacity, an estimated 635.9
MW of pumped storage hydroelectric capacity, 14.8 MW of oil-fired combustion
turbine capacity and 2.1 MW of hydroelectric capacity.
Oglethorpe and the other co-owners of the above plants also own
transmission facilities which together form the ITS. Through agreements, common
access to the combined facilities that compose the ITS enables the owners to use
their combined resources to make deliveries to their respective consumers, to
provide transmission service to third parties and to make off-system purchases
and sales. (See "Transmission and Other Power System Arrangements" herein and
"CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Agreements
Relating to Integrated Transmission System".)
PLANT PERFORMANCE
The following table sets forth certain operating performance information of
each of the major generating facilities in which Oglethorpe currently has
ownership or leasehold interests, except for Rocky Mountain which is not yet in
commercial operation:
<TABLE>
<CAPTION>
EQUIVALENT AVAILABILITY(1) CAPACITY FACTOR(2)
-------------------------- --------------------
UNIT 1993 1992 1991 1993 1992 1991
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Plant Hatch
Unit No. 1 . . . . . . . 76% 95% 73% 77% 95% 72%
Unit No. 2 . . . . . . . 75 70 74 75 70 74
Plant Vogtle
Unit No. 1 . . . . . . . 85 96 78 86 96 78
Unit No. 2 . . . . . . . 87 80 92 87 80 92
Plant Wansley
Unit No. 1 . . . . . . . 88 92 84 71 76 64
Unit No. 2 . . . . . . . 90 92 94 73 77 73
Plant Scherer
Unit No. 1 . . . . . . . 88 95 98 36 17 25
Unit No. 2 . . . . . . . 95 100 100 37 29 16
<FN>
- -------------------------
(1) Equivalent Availability is a measure of the percentage of time that a unit
was available to generate if called upon, adjusted for periods when the
unit is partially derated from the "maximum dependable capacity" rating.
(2) Capacity Factor is a measure of the output of a unit as a percentage of the
maximum output, based on the "maximum dependable capacity" rating, over
the period of measure.
</TABLE>
The nuclear refueling cycle for Plants Hatch and Vogtle exceeds twelve
months. Therefore, in some calendar years the units at these plants are not
taken out of service for refueling, resulting in higher levels of equivalent
availability and capacity factor.
Although Plant Scherer is designed for base load operation, it has
primarily operated in peaking service due to the historically higher cost of its
fuel supply (low-sulfur coal under long-term contracts) relative to the cost of
Oglethorpe's other resources. Thus, the capacity factors for Scherer Units No. 1
and No. 2 have been lower than those typical of base loaded units. With the
planned acquisition of lower cost low-sulfur coal and expected increases in
Member sales, Oglethorpe's management anticipates higher utilization of Scherer
Units No. 1 and No. 2 in the future.
10
<PAGE>
FUEL SUPPLY
Coal for Plant Wansley is purchased under long-term contracts, which are
estimated to be sufficient to provide the majority of the coal requirements of
Plant Wansley through 1997, with the remainder being provided through spot
market transactions. To comply with the requirements of the Clean Air Act, as
amended (the "Clean Air Act"), Plant Wansley is being modified to burn
low-sulfur coal. As of February 28, 1994, there was a 20-day coal supply at
Plant Wansley based on nameplate rating.
Low-sulfur "compliance" coal for Scherer Units No. 1 and No. 2 is purchased
under long-term contracts and spot market transactions. As of February 28, 1994,
the coal stockpile at Plant Scherer contained a 29-day supply based on nameplate
rating. Further, Plant Scherer is being converted to burn both sub-bituminous
and bituminous coals, and a separate stockpile of sub-bituminous coal is being
built in addition to the stockpile of bituminous coal.
The coal supply at Plants Scherer and Wansley is lower than normal due to
(i) higher than expected use of Plant Scherer during the summer of 1993 and the
winter of 1994 because of abnormal temperatures, (ii) transportation
interruptions resulting from severe weather conditions, and (iii) deferred
deliveries because of higher replacement prices due to the United Mine Workers
of America strike. The supply is planned to be replenished as needed and as
competitively priced coal becomes available.
The Scherer ownership and operating agreements were amended effective
October 1993 to allow each co-owner (i) to dispatch separately its respective
ownership interest in conjunction with contracting separately for long-term coal
purchases procured by GPC and (ii) to procure separately long-term coal
purchases. Oglethorpe elected to dispatch separately in November 1993. Pursuant
to the amendments, GPC is expected to implement separate dispatch by May 1,
1994. Oglethorpe intends to continue to use GPC as its agent for fuel
procurement. In anticipation of these changes, Oglethorpe formed a wholly owned
subsidiary to acquire rail cars designed for hauling coal from the western coal
mining regions. The subsidiary, Black Diamond Energy, Inc., has acquired 115
cars, and Oglethorpe anticipates the acquisition of approximately 350 additional
cars during the next three years for both Plants Scherer and Wansley. Oglethorpe
has entered into an initial 15-year lease with the subsidiary which obligates
Oglethorpe to pay all of the ownership and operating expenses of the subsidiary
relating to the leased rail cars during the lease term. The co-owners are
currently negotiating a similar amendment to the Plant Wansley operating
agreement.
For information relating to the impact that the Clean Air Act will have on
Oglethorpe, see "Environmental and Other Regulations" herein.
GPC, as operating agent, has the responsibility to procure nuclear fuel for
Plant Hatch and Plant Vogtle. GPC has contracted with Southern Nuclear Operating
Company ("SONOPCO") to provide nuclear services, including nuclear fuel
procurement. SONOPCO employs both spot purchases and long-term contracts to
satisfy nuclear fuel requirements. The nuclear fuel supply and related services
are expected to be adequate to satisfy current and future nuclear generation
requirements.
Plants Hatch and Vogtle currently have on-site spent fuel storage capacity.
Based on normal operations and retention of all spent fuel in the reactor, it is
anticipated that existing on-site pool capacity would not be sufficient in 2003
and 2009, respectively, to accept the number of spent fuel assemblies that would
normally be removed from the reactor during a refueling. Contracts with the
Department of Energy ("DOE") have been executed to provide for the permanent
disposal of spent nuclear fuel produced at Plant Hatch and Plant Vogtle. The
services to be provided by DOE are scheduled to begin in 1998. However, the
actual year that these services will begin is uncertain. If DOE does not begin
receiving the spent fuel from Plant Hatch in 2003 or from Plant Vogtle in 2009,
alternative methods of spent fuel storage will be needed. One option available
is expansion of spent fuel storage at the plant sites. (See "Environmental and
Other Regulations" herein for a discussion of the Nuclear Waste Policy Act and
Note 1 of Notes to Financial Statements in Item 8 regarding nuclear fuel cost.)
11
<PAGE>
PROPOSED CHANGES TO NUCLEAR PLANT OPERATING ARRANGEMENTS
In September 1992, GPC filed applications with the Nuclear Regulatory
Commission (the "NRC") to add SONOPCO to the operating license of each unit of
Plants Hatch and Vogtle and designate SONOPCO as the operator. The application
is currently pending before the Atomic Safety and Licensing Board. SONOPCO, a
subsidiary of The Southern Company specializing in nuclear services, currently
provides certain operating, maintenance, and other services to GPC in accordance
with the Amended and Restated Nuclear Managing Board Agreement (the "Amended and
Restated NMBA") and the agreements referenced in the Amended and Restated NMBA.
The co-owners have agreed to a Nuclear Operating Agreement between GPC and
SONOPCO, which will be entered into in the event the NRC approves the
application. (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION
AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND SCHERER".)
POWER SALES TO AND PURCHASES FROM GPC
A significant portion of Oglethorpe's sales are made to GPC and a
significant portion of Oglethorpe's purchased power is obtained from GPC. The
following table sets forth a summary of Oglethorpe's electric purchases from and
sales to GPC and all other utilities as a group:
<TABLE>
<CAPTION>
MWh
------------------------------
1993 1992
---------- ----------
<S> <C> <C>
Sources of Energy:
- -----------------
Owned or Leased Generation . . . . . . . . 14,575,920 13,805,683
Purchased -- GPC . . . . . . . . . . . . . 5,198,356 4,669,282
-- Others. . . . . . . . . . . . 2,422,459 1,563,980
---------- ----------
Total Sources. . . . . . . . . . . 22,196,735 20,038,945
---------- ----------
---------- ----------
Distribution of Energy:
- ----------------------
Members. . . . . . . . . . . . . . . . . . 16,253,283 14,466,943
Non-Members -- GPC . . . . . . . . . . . . 3,432,542 4,621,675
-- Others. . . . . . . . . . . 1,617,684 272,314
Transmission Losses. . . . . . . . . . . . 893,226 678,013
---------- ----------
Total Distribution . . . . . . . . 22,196,735 20,038,945
---------- ----------
---------- ----------
</TABLE>
The sales to GPC are made under the GPC Sell-back (as herein defined) and
the Coordination Services Agreement (the "CSA"). The purchases from GPC are made
under the Block Power Sale Agreement (the "BPSA") and the CSA.
GPC SELL-BACK
Pursuant to the contractual arrangements with GPC, Oglethorpe has an
obligation to sell to GPC, and GPC has an obligation to buy from Oglethorpe,
commencing with the commercial operation of each co-owned unit (other than Rocky
Mountain) and extending for various periods, a declining percentage of
Oglethorpe's entitlement to the capacity and energy of such unit (the "GPC
Sell-back"). The GPC Sell-back has expired in accordance with its terms for
Plants Wansley, Hatch and Scherer Units No. 1 and No. 2 and continues to decline
for Plant Vogtle. The GPC Sell-back will expire for Unit No. 1 of Plant Vogtle
at the end of May 1994 and for Unit No. 2 of Plant Vogtle at the end of May
1995. For 1993, the GPC Sell-back represented 6% of total energy sales by
Oglethorpe. Capacity and energy revenues from the GPC Sell-back represented 10%
of Oglethorpe's total revenues in 1993.
As GPC's entitlement to capacity and energy under the GPC Sell-back has
decreased and continues to decrease, Oglethorpe's increased entitlement to the
output of each unit has been and will continue to be used to serve its
12
<PAGE>
own requirements. The increased costs thereof will be recovered through Member
rates and through off-system sales transactions. The historical ability of
Oglethorpe to sell power from new units to GPC under the GPC Sell-back while at
the same time purchasing power from GPC under lower-cost arrangements has
enabled Oglethorpe to moderate the effects of the higher costs associated with
new generating units on Oglethorpe's costs of service, and therefore on the
rates charged the Members. (See "Other Power Purchases" herein, and "CO-OWNERS
OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements--
HATCH, WANSLEY, VOGTLE AND SCHERER" and Note 1 of Notes to Financial Statements
in Item 8.)
The following table sets forth the contractual schedule for the fractional
portion of capacity and energy retained by GPC for the units for which GPC is
currently making GPC Sell-back payments:
<TABLE>
<CAPTION>
CONTRACT YEAR ENDED MAY 31,
---------------------------
OPERATING UNIT 1994 1995 1996
-------------- ---- ---- ----
<S> <C> <C> <C>
Vogtle Unit No. 1. . . . . . . . 4/30 -- --
Vogtle Unit No. 2. . . . . . . . 8/30 4/30 --
</TABLE>
POWER PURCHASE ARRANGEMENTS
Oglethorpe purchases 1,250 MW of capacity and associated energy from GPC on
a take-or-pay basis under the BPSA. The contract expires December 31, 2001. The
BPSA, along with the Revised and Restated Integrated Transmission System
Agreements (the "ITSA") and the CSA, were entered into in 1990 and made
effective in 1991 as part of a comprehensive restructuring of the way Oglethorpe
plans for and meets the Members' power requirements. These agreements have
improved Oglethorpe's ability to buy and sell power and transmission services in
the bulk power markets.
The capacity purchases under the BPSA are from six Component Blocks (as
defined in the BPSA), composed of four Component Blocks of 250 MW each
(coal-fired units) and two Component Blocks of 125 MW each (combustion turbine
units). Although Oglethorpe may not increase its purchases under the BPSA, it
may reduce its purchases by eliminating one or more Component Blocks upon
written notice to GPC. Oglethorpe may reduce up to 250 MW with two years'
notice, above 250 to 500 MW with four years' notice, and more than 500 MW with
seven years' notice. Oglethorpe is entitled to extend the purchase of one or
more Component Blocks one additional year at a time under the same notice
conditions. The capacity in one or more Component Blocks may, however, be less
than 250 MW, as the result of scheduled retirement of units or retirements due
to force majeure events. All units in the combustion turbine Component Blocks
are scheduled to be retired by 2003.
Under the CSA, Oglethorpe schedules and directs GPC to dispatch and
coordinate power from all of Oglethorpe's generation and purchased power
resources through December 31, 1999. The CSA requires Oglethorpe to give GPC one
hour's notice in order to schedule any off-system transactions, which will limit
Oglethorpe's ability to compete with GPC for short-term energy transactions
requiring less than one hour's notice. Oglethorpe may elect to establish its
own control area and terminate regulation services under the CSA upon one year's
notice to GPC. Upon such termination, the parties will, if necessary, negotiate
new service schedules and applicable rates. In order to optimize its use of
coordination services, Oglethorpe is currently installing the equipment that
would be necessary to operate its own control area.
For a further discussion of the new power supply arrangements, see "Other
Power Purchases", "Future Power Resources", and "Transmission and Other Power
System Arrangements" herein, and "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND
SCHERER".
13
<PAGE>
OTHER POWER PURCHASES
Oglethorpe has entered into power purchase contracts with Entergy Power,
Inc. ("EPI") and Big Rivers Electric Corporation ("Big Rivers"), each for the
purchase of 100 MW, extending through June and July 2002, respectively. The EPI
contract is subject to the approval of REA. The availability of capacity under
the EPI contract is dependent on the availability of two specific generating
units available to EPI. The Tennessee Valley Authority ("TVA") provides the
transmission service to deliver the power from the Big Rivers electric system to
the ITS. TVA and Southern Company Services, as agent for Alabama Power Company
and Mississippi Power Company, provide the transmission service necessary to
deliver the power from EPI to the ITS. (See "Transmission and Other Power System
Arrangements" herein and Note 10 of the Financial Statements in Item 8.)
In addition to the purchases from GPC, Big Rivers and EPI, Oglethorpe also
purchases small amounts of capacity and energy from "qualifying facilities"
under the Public Utility Regulatory Policies Act of 1978 ("PURPA"). Under a
waiver order from the Federal Energy Regulatory Commission ("FERC"), Oglethorpe
will make all purchases the Members would have otherwise been required to make
under PURPA and Oglethorpe was relieved of its obligation to sell certain
services to "qualifying facilities" so long as the Members make those sales.
Oglethorpe provides the Members with the necessary services to fulfill these
sale obligations. Purchases by Oglethorpe from such qualifying facilities
provided 0.4% of Oglethorpe's energy requirements for the Members in 1993.
FUTURE POWER RESOURCES
Oglethorpe uses an integrated resources planning process to study regularly
the need for and feasibility of adding additional generation facilities. This
planning process also considers demand-side management options that could be
implemented by the Members as well as off-system sales of capacity and energy to
optimize the use of Oglethorpe's resources. Oglethorpe's current resources (both
owned or leased generation and purchased power) consist predominately of
resources that can be best used in base-load operation. As a result, all of
Oglethorpe's currently planned resource additions are for peaking capacity. To
further optimize the use of its resources, Oglethorpe is seeking to sell certain
amounts of base capacity and associated energy and to replace it with the
acquisition of peaking capacity when necessary (see "Future Long-Term Power
Sales" herein).
ROCKY MOUNTAIN
Rocky Mountain, which is currently under construction by Oglethorpe, is a
pumped storage hydroelectric facility with no conventional hydroelectric
capability. The facility is designed to consist of three units with a combined
nameplate rating of 847.8 MW at maximum head and a FERC-licensed capacity of 760
MW at minimum head. Under optimal operations, the maximum output of the plant
will decline steadily over a period of approximately eight hours as the upper
reservoir is emptied.
In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
Rocky Mountain. Under the Rocky Mountain ownership arrangement, Oglethorpe, as
agent, is responsible for the design, construction and operation of Rocky
Mountain.
The license issued by FERC for Rocky Mountain expires in 2027. Among other
conditions, the license requires that construction be completed by June 1, 1996.
As of February 28, 1994, Rocky Mountain was approximately 92% complete. Rocky
Mountain is currently scheduled to begin commercial operation in early 1995.
Construction at Rocky Mountain is currently on schedule and under budget.
Under the Ownership Participation Agreement (as hereinafter defined), GPC
has not been required to expend any funds for construction of Rocky Mountain
since December 15, 1988, and is not required to make any additional
contributions. Oglethorpe is required to finance and complete Rocky Mountain.
(See "Liquidity and Capital Resources" in Item 7.) Each party's undivided
interest in Rocky Mountain is equal to the proportion that its respective
investment bears to the total investment in Rocky Mountain (excluding each
party's cost of funds and ad valorem taxes). (See "CO-OWNERS OF THE PLANTS AND
THE PLANT AND TRANSMISSION AGREEMENTS--The Plant
14
<PAGE>
Agreements--ROCKY MOUNTAIN".) As of December 31, 1993, Oglethorpe's ownership
interest in Rocky Mountain was approximately 70%. Based on current arrangements,
Oglethorpe's ultimate ownership interest in Rocky Mountain is estimated to be
approximately 75%, with GPC owning the remaining 25%.
Oglethorpe, GPC and certain third parties have had preliminary discussions
regarding alternatives by which Oglethorpe may acquire the output of GPC's
remaining interest in Rocky Mountain. Options being discussed include a
long-term lease or power purchase arrangement with a third party which would
purchase GPC's interest or a purchase of such interest directly by Oglethorpe.
The nameplate rating of GPC's ultimate ownership interest is estimated to be
approximately 212 MW, and if any such transaction is consummated, such output
would satisfy a portion of Oglethorpe's long-term capacity needs. The outcome of
these discussions cannot be determined at this time.
HARTWELL PURCHASE
In 1992, Oglethorpe entered into a contract for the purchase of
approximately 300 MW of capacity with Hartwell Energy Limited Partnership
("Hartwell"), a partnership owned 50% by Destec Energy, Inc. and 50% by American
National Power, Inc., a subsidiary of National Power, PLC. The contract has a
term of 25 years, commencing upon commercial operation, which by contract is
scheduled to be no later than June 1994. Under the contract, Hartwell is
constructing two 150 MW gas-fired turbine generating units on a site near
Hartwell, Georgia. Oglethorpe intends to use the units for peaking capacity but
has the right to dispatch the units fully. If Hartwell misses any of a specified
list of project milestones, Oglethorpe may terminate the contract and, if it so
chooses, purchase the project at fair market value. Hartwell has provided an
irrevocable letter of credit payable to Oglethorpe in the amount of $10,360,000,
which can be drawn upon if the project is not in service by the scheduled date
or as liquidated damages in case of a default by Hartwell. Hartwell has advised
Oglethorpe that it expects to begin deliveries of power to Oglethorpe prior to
June 1994.
OTHER FUTURE RESOURCES
In its current integrated resource plan, Oglethorpe has identified a
potential need for additional peaking capacity in the late 1990s. In November
1993, Oglethorpe issued a Request for Proposals for the purchase of up to 600 MW
of long-term peaking capacity to be available by June 1, 1999. Proposals were
due March 29, 1994. Oglethorpe has reserved the right to reject any and all
bids, and should it do so, Oglethorpe may construct that capacity itself.
Oglethorpe has also agreed to purchase from Florida Power Corporation 50 MW of
peaking capacity during the summer of 1997 and 275 MW of peaking capacity during
the summer of 1998. This purchase is subject to regulatory approval.
TRANSMISSION AND OTHER POWER SYSTEM ARRANGEMENTS
As of February 28, 1994, Oglethorpe owned approximately 2,186 miles of
transmission line and 404 substations of various voltages. Oglethorpe provides
power and energy to the Members through the ITS consisting of transmission
system facilities owned by Oglethorpe, GPC, MEAG and Dalton. As a result of its
participation in the ITS, Oglethorpe is entitled to use any of the transmission
facilities included in the system, regardless of ownership. Oglethorpe's rights
and obligations with respect to the system are governed by the ITSA. (See "Power
Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein and
"CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Agreements
Relating to Integrated Transmission System".)
In addition to the interconnections available to Oglethorpe through the
ITS, Oglethorpe has interconnection, interchange, transmission and/or short-term
capacity and energy purchase or sale agreements with Alabama Electric
Cooperative, Cajun Electric Power Cooperative, Big Rivers, Seminole Electric
Cooperative, Entergy Services (as agent for the Entergy operating companies),
TVA, Florida Power Corporation, Jacksonville Electric Authority, Tampa Electric
Company, Louisville Gas & Electric Company, Florida Power & Light Company, SEPA,
South Carolina Electric & Gas (subject to approval by FERC), South Carolina
Public Service Authority, Arkansas Electric Cooperative Corporation and East
Kentucky Power Cooperative. The agreements provide variously for the purchase
and/or sale of capacity and energy and/or for transmission service.
Implementation of such contracts and other off-system transactions are
accomplished by the CSA (see "Power Sales to and Purchases from GPC--POWER
PURCHASE ARRANGEMENTS" herein).
15
<PAGE>
In addition, Oglethorpe has sold to GPC a portion of its entitlement to the
interface capability between the ITS and the Florida electric system through May
1994. Oglethorpe has purchased from GPC sufficient entitlement to the interface
between the Integrated Transmission System and TVA to implement the purchases
from Big Rivers and EPI. Oglethorpe regularly buys and sells power in the
short-term bulk power market.
FUTURE LONG-TERM POWER SALES
Oglethorpe has signed a Letter of Intent with Alabama Electric Cooperative
for the sale of 100 MW of base capacity beginning June 1, 1998, and extending
through December 31, 2005. This arrangement is subject to the approval of a
definitive agreement by the Boards of Directors of each party. The agreement
would also be subject to approval by REA. No assurances can be given that such
definitive agreement will be consummated. Oglethorpe has also submitted bids to
various formal and informal solicitations for capacity sales. Whether any such
bid will be successful is uncertain.
ENVIRONMENTAL AND OTHER REGULATIONS
GENERAL
As is typical in the utility industry, Oglethorpe is subject to Federal,
State and local air and water quality requirements which, among other things,
regulate emissions of particulates, sulfur dioxide and nitrogen oxide into the
air and discharges of pollutants, including heat, into waters of the United
States. Oglethorpe is also subject to Federal, State and local waste disposal
requirements which regulate the manner of transportation, storage and disposal
of solid and other waste. In general, environmental requirements are becoming
increasingly stringent, and further or new requirements may substantially
increase the cost of electric service by requiring changes in the design or
operation of existing facilities as well as changes or delays in the location,
design, construction or operation of new facilities. Failure to comply with such
requirements could result in the imposition of civil and criminal penalties as
well as the complete shutdown of individual generating units not in compliance.
There is no assurance that the units in operation or under construction will
always remain subject to the regulations currently in effect or will always be
in compliance with future regulations.
Compliance with environmental standards or deadlines will continue to be
reflected in Oglethorpe's capital and operating costs. Oglethorpe's direct
capital costs to achieve compliance with air and water quality control
facilities were approximately $6.5 million in 1993 and are expected to be
approximately $3.1 million in 1994, $4.1 million in 1995 and $8.6 million in
1996.
CLEAN AIR ACT
The Clean Air Act seeks to improve the ambient air quality throughout the
United States by the year 2000 and beyond. The acid rain provisions of Title IV
require the reduction of sulfur dioxide and nitrogen oxide emissions from
affected units, including coal-fired electric power facilities. The sulfur
dioxide reductions required by Title IV will be achieved in two phases. Phase I
addresses specific generating units named in the Clean Air Act. Both units of
Plant Wansley are "affected units" under Phase I. Scherer Units No. 1 and No. 2
are not "affected units" under Phase I but are affected units under Phase II. In
Phase II, the total U.S. emissions of sulfur dioxide will be capped at 8.9
million tons by the year 2000, using a "tradeable allowance" plan. Final Phase
II sulfur dioxide allocations have been published by Environmental Protection
Agency ("EPA") regulations. Compliance with the Clean Air Act will require
expenditures for monitoring, annual permit fees, and in some instances may
involve increased operating or maintenance expenses or capital expenditures for
pollution control and continuous monitoring equipment.
Capital improvements, of which Oglethorpe's share is approximately $6.4
million, are in progress at Plant Wansley. Scheduled to be completed in 1994,
these improvements are designed to bring the plant into compliance with
anticipated requirements for both Phase I and Phase II. Approximately $500,000
in capital improvements, to be completed in 1994, will be made at Plant Scherer.
The estimated cost of additional improvements at Plant Wansley and Plant Scherer
are
16
<PAGE>
dependent upon the chosen compliance plan and may be affected by future plan
amendments and future regulation. In addition, the final capital cost of
improvements and any effect on operating costs will be determined by the
compliance plan as finally implemented and any applicable regulatory changes.
Title I of the Clean Air Act requires the State of Georgia to conduct
specific studies and establish new rules regulating sources of nitrogen oxide
and volatile organic compounds. The new rules must be promulgated by November
1994, with attainment demonstrated by November 1999. Metropolitan Atlanta is
classified as a "serious non-attainment area" with regard to the ozone ambient
air quality standards. Plant Wansley is near although not in this non-attainment
area. The results of these studies and new rules could require nitrogen oxide
controls more stringent than those required for Title IV compliance. The Clean
Air Act also requires that several studies be conducted regarding the health
effects of power plant emissions of certain hazardous air pollutants. The
studies will be used in making decisions on whether additional controls of these
pollutants are necessary. The effect of any of these potential regulatory
changes under Title I, including new rules under the amended provisions, cannot
now be predicted.
The Clean Air Act requires the EPA to review all National Ambient Air
Quality Standards ("NAAQS") periodically, revising such standards as necessary.
EPA continues to evaluate the need for a new short-term standard for sulfur
oxides (measured as sulfur dioxide). Preliminary results from an EPA study
indicate that a new short-term NAAQS for sulfur dioxide might require numerous
power plants to install emission controls, perhaps in addition to any required
under Title IV of the Clean Air Act. These controls could result in substantial
costs to Oglethorpe. EPA is also evaluating the need to revise the NAAQS for
nitrogen dioxide and will be updating the criteria document used in its recent
decision not to revise the NAAQS for ozone. EPA is not currently formally
revising the particulate matter NAAQS but is gathering information which may be
used in a revision. The impact of any change in the ozone, sulfur dioxide,
nitrogen dioxide or particulate matter NAAQS cannot now be determined because
the effect of any change would depend in part on the final ambient standards.
Although Oglethorpe's management is currently unable to determine the
overall effect that compliance with requirements under the Clean Air Act will
have on its operations, it does not believe that any required increases in
capital or operating expenses would have a material effect on its results of
operations or financial condition.
Compliance with requirements under the Clean Air Act may also require
increased capital or operating expenses on the part of GPC. Any increases in
GPC's capital or operating expenses may cause an increase in the cost of power
purchased from GPC. (See "Power Sales to and Purchases from GPC--POWER PURCHASE
ARRANGEMENTS" herein.)
CLEAN WATER ACT
Oglethorpe is subject to provisions of the Clean Water Act, as amended. As
a result of the 1987 Amendments to the Clean Water Act, the State of Georgia has
amended its State Water Quality Standards to make them more stringent. These
amendments will cause an increase in Oglethorpe's cost to comply. These costs
include capital expenditures for improvements at Plant Scherer to comply with
Georgia's new clean water regulations covering waste water discharge.
Oglethorpe's share of these improvements, completed in early 1994, was
approximately $2 million.
Congress is considering reauthorizing the Clean Water Act. If that occurs,
Oglethorpe's operations could be affected. However, the full impact of any
reauthorization cannot now be determined and will depend on the specific changes
to the statute, as well as to any implementing state or federal regulations that
might be promulgated.
NUCLEAR REGULATION
Oglethorpe is subject to the provisions of the Atomic Energy Act of 1954,
as amended (the "Atomic Energy Act"), which vests jurisdiction in the NRC over
the construction and operation of nuclear reactors, particularly with regard to
certain public health, safety and antitrust matters. The National Environmental
Policy Act has been construed to expand the jurisdiction of the NRC to consider
the environmental impact of a facility licensed under the Atomic Energy Act.
Plants Hatch and Vogtle are being operated under licenses issued by the NRC. All
aspects of the operation and maintenance of nuclear power plants are regulated
by the NRC. From time to time, new NRC regulations require changes in the
design, operation and maintenance of existing nuclear reactors. Operating
licenses issued by the NRC are
17
<PAGE>
subject to revocation, suspension or modification, and the operation of a
nuclear unit may be suspended if the NRC determines that the public interest,
health or safety so requires. (See "Proposed Changes to Nuclear Plant Operating
Arrangements" herein.)
Pursuant to the Nuclear Waste Policy Act of 1982, as amended, the Federal
government has the regulatory responsibility for the final disposition of
commercially produced high-level radioactive waste materials, including spent
nuclear fuel. Such Act requires the owner of nuclear facilities to enter into
disposal contracts with DOE for such material. These contracts require each such
owner to pay a fee which is currently one dollar per MWh for the net electricity
generated and sold by each of its reactors. (See "Fuel Supply" herein.)
For information concerning nuclear insurance, see Note 9 of Notes to
Financial Statements in Item 8. For information regarding NRC's regulation
relating to decommissioning of nuclear facilities and regarding DOE's
assessments pursuant to the Energy Policy Act for decontamination and
decommissioning of nuclear fuel enrichment facilities, see Note 1 of Notes to
Financial Statements in Item 8.
OTHER ENVIRONMENTAL REGULATION
Oglethorpe is subject to other environmental statutes including, but not
limited to, the Toxic Substances Control Act, the Resource Conservation &
Recovery Act, the Endangered Species Act, the Comprehensive Environmental
Response, Compensation and Liability Act, and the Emergency Planning and
Community Right to Know Act, and to the regulations implementing these statutes.
Oglethorpe does not believe that compliance with these statutes and regulations
will have a material impact on its operations. Changes to any of these laws
could affect many areas of Oglethorpe's operations. Furthermore, compliance with
new environmental legislation could have a significant impact on Oglethorpe.
Such impacts cannot be fully determined at this time, however, and would depend
in part on any such legislation and the development of implementing regulations.
The scientific community, regulatory agencies and the electric utility
industry are examining the issues of global warming and the possible health
effects of electric and magnetic fields. While no definitive scientific
conclusions have been reached regarding these issues, it is possible that new
laws or regulations pertaining to these matters could increase the capital and
operating costs of electric utilities, including Oglethorpe or entities from
which Oglethorpe purchases power.
ENERGY POLICY ACT
The Energy Policy Act creates a new class of utilities called Exempt
Wholesale Generators ("EWGs"), which are exempt from certain restrictions
otherwise imposed by the Public Utility Holding Company Act. The effect of this
exemption is to facilitate the development of independent third-party generators
potentially available to satisfy utilities' needs for increased power supplies.
(See "Future Power Resources--OTHER FUTURE RESOURCES" herein.) Unlike purchases
from qualifying facilities under PURPA (see "Other Power Purchases" herein),
however, utilities have no statutory obligation to purchase power from EWGs.
Furthermore, EWGs are precluded from making direct sales to retail electricity
customers.
The Energy Policy Act also broadens the authority of FERC to require a
utility to transmit power to or on behalf of other participants in the electric
utility industry, including EWGs and qualifying facilities, but FERC is
precluded from requiring a utility to transmit power from another entity
directly to a retail customer.
18
<PAGE>
CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS
CO-OWNERS OF THE PLANTS
Plants Hatch, Vogtle, Wansley and Scherer Units No. 1 and No. 2 are
co-owned by Oglethorpe, GPC, MEAG and Dalton, and Rocky Mountain is co-owned by
Oglethorpe and GPC. Each such co-owner owns, and Oglethorpe owns or leases,
undivided interests in the amounts shown in the following table (which excludes
the Plant Wansley combustion turbine). GPC is the construction and operating
agent for each of these plants, except for Rocky Mountain for which Oglethorpe
is the construction and operating agent. (See "The Plant Agreements" herein.)
<TABLE>
<CAPTION>
NUCLEAR COAL-FIRED PUMPED STORAGE
------------------------------ -------------------------------- --------------
PLANT PLANT PLANT SCHERER UNITS ROCKY
HATCH VOGTLE WANSLEY NO. 1 & NO. 2 MOUNTAIN(3) TOTAL
------------- ------------- ------------- --------------- --------------- -----
% MW(1) % MW(1) % MW(1) % MW(1) % MW(1) MW(1)
---- ----- ---- ----- ---- ----- ---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oglethorpe . . . 30.0 489 30.0 696 30.0 519 60.0(2) 982 75(4) 636 3,322
GPC. . . . . . . 50.1 817 45.7 1,060 53.5 926 8.4 137 25(4) 212 3,152
MEAG . . . . . . 17.7 288 22.7 527 15.1 261 30.2 494 -- -- 1,570
Dalton . . . . . 2.2 36 1.6 37 1.4 24 1.4 23 -- -- 120
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
Total. . . . . . 100.0 1,630 100.0 2,320 100.0 1,730 100.0 1,636 100 848 8,164
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
<FN>
- -------------------------
(1) Based on nameplate ratings.
(2) Oglethorpe leases its interest in Scherer Unit No. 2 pursuant to long-term
net leases.
(3) Rocky Mountain is currently under construction and scheduled to be in
commercial operation in early 1995.
(4) Represents Oglethorpe's and GPC's estimated ownership interests upon
completion. (See "The Plant Agreements--ROCKY MOUNTAIN" herein.)
</TABLE>
GEORGIA POWER COMPANY
GPC is a wholly owned subsidiary of The Southern Company, a registered
holding company under the Public Utility Holding Company Act, and is engaged
primarily in the generation and purchase of electric energy and the
transmission, distribution and sale of such energy within the State of Georgia
at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus,
Macon, Rome and Valdosta), as well as in rural areas, and at wholesale to
Oglethorpe, MEAG and three municipalities. GPC is the largest supplier of
electric energy in the State of Georgia. (See "OGLETHORPE POWER CORPORATION--
Relationship with GPC".)
GPC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
Copies of this material can be obtained at prescribed rates from the
Commission's Public Reference Section at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Certain securities of GPC are listed on the New York
Stock Exchange, and reports and other information concerning GPC can be
inspected at the office of such Exchange.
MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA
MEAG, an instrumentality of the State of Georgia, was created for the
purpose of providing electric capacity and energy to those political
subdivisions of the State of Georgia that owned and operated electric
distribution systems at that time. MEAG has entered into power sales contracts
with each of 47 cities and one county in the State of Georgia. Such political
subdivisions, located in 39 of the State's 159 counties, collectively serve
approximately 268,000 electric customers.
19
<PAGE>
CITY OF DALTON, GEORGIA
The City of Dalton, located in northwest Georgia, supplies electric
capacity and energy to consumers in Dalton, and presently serves more than
10,000 residential, commercial and industrial customers.
THE PLANT AGREEMENTS
HATCH, WANSLEY, VOGTLE AND SCHERER
Oglethorpe's rights and obligations with respect to Plants Hatch, Wansley,
Vogtle and Scherer are contained in a number of contracts between Oglethorpe and
GPC and, in some instances, MEAG and Dalton. Oglethorpe is a party to four
Purchase and Ownership Participation Agreements ("Ownership Agreements") under
which it acquired from GPC a 30% undivided interest in each of Plants Hatch,
Wansley and Vogtle, a 60% undivided interest in Scherer Units No. 1 and No. 2
and a 30% undivided interest in those facilities at Plant Scherer intended to be
used in common by Scherer Units No. 1, No. 2, No. 3 and No. 4 (the "Scherer
Common Facilities"). Oglethorpe has also entered into four Operating Agreements
("Operating Agreements") relating to the operation and maintenance of Plants
Hatch, Wansley and Vogtle and Scherer, respectively. The Operating Agreements
and Ownership Agreements relating to Plants Hatch and Wansley are two-party
agreements between Oglethorpe and GPC. The other Operating Agreements and
Ownership Agreements are agreements among Oglethorpe, GPC, MEAG and Dalton. The
parties to each Ownership Agreement and each Operating Agreement are referred to
as "Participants" with respect to each such agreement.
In 1985, in four separate transactions, Oglethorpe sold its entire 60%
undivided ownership interest in Scherer Unit No. 2 to four separate owner trusts
established by four different institutional investors. (See Note 4 of Notes to
Financial Statements in Item 8.) Oglethorpe retained all of its rights and
obligations as a Participant under the Ownership and Operating Agreements
relating to Scherer Unit No. 2 for the term of the leases. (In the following
discussion, references to Participants "owning" a specified percentage of
interests include Oglethorpe's rights as a deemed owner with respect to its
leased interests in Scherer Unit No. 2.)
The Ownership Agreements appoint GPC as agent with sole authority and
responsibility for, among other things, the planning, licensing, design,
construction, renewal, addition, modification and disposal of Plants Hatch,
Vogtle, Wansley and Scherer Units No. 1 and No. 2 and the Scherer Common
Facilities. Under the Ownership Agreements, Oglethorpe is obligated to pay a
percentage of capital costs of the respective plants, as incurred, equal to the
percentage interest which it owns or leases at each plant. GPC has
responsibility for budgeting capital expenditures subject to, in the case of
Scherer Units No. 1 and No. 2, certain limited rights of the Participants to
disapprove capital budgets proposed by GPC and to substitute alternative capital
budgets.
Each Operating Agreement gives GPC, as agent, sole authority and
responsibility for the management, control, maintenance, operation, scheduling
and dispatching of the plant to which it relates. However, as provided in the
recent amendments to the Plant Scherer Ownership and Operating Agreements,
Oglethorpe has elected to dispatch separately its ownership share of Scherer
Units No. 1 and No. 2. (See "THE POWER SUPPLY SYSTEM--Fuel Supply".) In 1990,
the co-owners of Plants Hatch and Vogtle entered into the NMBA which amended
the Plant Hatch and Plant Vogtle Ownership and Operating agreements, primarily
with respect to GPC's reporting requirements, but did not alter GPC's role as
agent with respect to the nuclear plants. In 1993, the co-owners entered into
the Amended and Restated NMBA which provides for a managing board (the "Nuclear
Managing Board") to coordinate the implementation and administration of the
Plant Hatch and Plant Vogtle Ownership and Operating Agreements and provides for
increased rights for the co-owners regarding certain decisions and allowed GPC
to contract with a third party for the operation of the nuclear units. In
connection with the recent amendments to the Plant Scherer Ownership and
Operating Agreements, the co-owners of Plant Scherer entered into the Plant
Scherer Managing Board Agreement which provides for a managing board (the "Plant
Scherer Managing Board") to coordinate the implementation and administration of
the Plant Scherer Ownership and Operating Agreements and provides for increased
rights for the co-owners regarding certain decisions, but does not alter GPC's
role as agent with respect to Plant Scherer.
20
<PAGE>
The Operating Agreements provide that Oglethorpe is entitled to a
percentage of the net capacity and net energy output of each plant or unit equal
to its percentage undivided interest owned or leased in such plant or unit,
subject to its obligation to sell capacity and energy to GPC as described below.
Except as otherwise provided, each party is responsible for a percentage of
Operating Costs (as defined in the Operating Agreements) and fuel costs of each
plant or unit equal to the percentage of its undivided interest which is owned
or leased in such plant or unit. For Scherer Units No. 1 and No. 2, each party
will be responsible for variable Operating Costs in proportion to the net energy
output for its ownership interest, while responsibility for fixed Operating
Costs will continue to be equal to the percentage undivided ownership interest
which is owned or leased in such unit. GPC is required to furnish budgets for
Operating Costs, fuel plans and scheduled maintenance plans subject to, in the
case of Scherer Units No. 1 and No. 2, certain limited rights of the
Participants to disapprove such budgets proposed by GPC and to substitute
alternative budgets. (See "THE POWER SUPPLY SYSTEM--Proposed Changes to Nuclear
Plant Operating Arrangements".)
During the first seven years of Commercial Operation (as defined in the
Operating Agreement for Plant Vogtle) of Plant Vogtle, GPC is entitled to a
declining percentage of Oglethorpe's capacity and energy for all or a portion of
each contract year ending May 31. (See "THE POWER SUPPLY SYSTEM--Power Sales to
and Purchases from GPC--GPC SELL-BACK" and Note 1 of the Financial Statements
in Item 8.) Regardless of the amount of capacity available, GPC is obligated to
pay Oglethorpe monthly for the capacity of each unit to which it is entitled,
if any, an amount derived by a formula set forth in the Operating Agreement
based upon an average of GPC's annual fixed costs and Oglethorpe's annual fixed
costs with respect to each unit. In addition, GPC is responsible for the same
percentage of Oglethorpe's share of the Operating Costs and fuel-related costs
incurred.
The Ownership Agreements and Operating Agreements provide that, should a
Participant fail to make any payment when due, among other things, such
nonpaying Participant's rights to output of capacity and energy would be
suspended.
TERMS. The Operating Agreement for Plant Hatch will remain in effect with
respect to Hatch Units No. 1 and No. 2 until 2009 and 2012, respectively. The
Operating Agreement for Plant Vogtle will remain in effect with respect to each
unit at Plant Vogtle until 2018. The Operating Agreement for Plant Wansley will
remain in effect with respect to Wansley Units No. 1 and No. 2 until 2016 and
2018, respectively. The Operating Agreement for Scherer Units No. 1 and No. 2
will remain in effect with respect to Scherer Units No. 1 and No. 2 until 2022
and 2024, respectively. Upon termination of each Operating Agreement, GPC will
retain such powers as are necessary in connection with the disposition of the
property of the applicable plant, and the rights and obligations of the parties
shall continue with respect to actions and expenses taken or incurred in
connection with such disposition.
ROCKY MOUNTAIN
Oglethorpe's rights and obligations with respect to Rocky Mountain are
contained in several contracts between Oglethorpe and GPC, the co-owners of
Rocky Mountain. Pursuant to Rocky Mountain Pumped Storage Hydroelectric
Ownership Participation Agreement, by and between Oglethorpe and GPC (the
"Ownership Participation Agreement"), on December 15, 1988, Oglethorpe acquired
a 3% undivided interest in Rocky Mountain, together with a future interest in
the remaining 97% undivided interest. In connection with this acquisition,
Oglethorpe and GPC also entered into the Rocky Mountain Pumped Storage
Hydroelectric Project Operating Agreement (the "Rocky Mountain Operating
Agreement").
Under the Ownership Participation Agreement, Oglethorpe has responsibility
for financing and completing the construction of Rocky Mountain. As Oglethorpe
expends funds for construction, GPC's ownership interest decreases and
Oglethorpe's ownership interest increases. At all times, each party's undivided
interest in the project is equal to the proportion that its respective
investment bears to the total investment in the project (excluding each party's
cost of funds and ad valorem taxes). Except as described below in respect of the
exercise by GPC of its option to retain a minimum ownership interest, GPC is not
required to expend any funds for construction. GPC's prior investment is
determined in "as-spent" dollars, while Oglethorpe's investment is discounted to
constant 1987 dollars (computed using a semi-annual Handy-Whitman Index).
21
<PAGE>
The Ownership Participation Agreement appoints Oglethorpe as agent with
sole authority and responsibility for, among other things, the planning,
licensing, design, construction, operation, maintenance and disposal of Rocky
Mountain. The Ownership Participation Agreement provides that Oglethorpe must
use its reasonable best efforts in accordance with Prudent Utility Practices (as
defined therein) to have Rocky Mountain in commercial operation by June 1, 1996.
The Rocky Mountain Operating Agreement gives Oglethorpe, as agent, sole
authority and responsibility for the management, control, maintenance and
operation of Rocky Mountain. In general, each co-owner is responsible for
payment of its respective ownership share of all Operating Costs and Pumping
Energy Costs (as defined in the Rocky Mountain Operating Agreement) as well as
costs incurred as the result of any separate schedule or independent dispatch. A
co-owner's share of net available capacity and net energy is the same as its
respective ownership interest under the Ownership Participation Agreement. GPC
will schedule and dispatch Rocky Mountain on a continuous economic dispatch
basis, on behalf of itself and Oglethorpe, and will notify Oglethorpe in advance
of estimated operating levels, until such time as Oglethorpe may elect to
schedule separately its ownership interest. The Rocky Mountain Operating
Agreement will terminate on the fortieth anniversary of the Completion
Adjustment Date (as defined therein).
AGREEMENTS RELATING TO THE INTEGRATED TRANSMISSION SYSTEM
Oglethorpe and GPC have entered into the ITSA to provide for the
transmission and distribution of electric energy in the State of Georgia, other
than in certain counties, and for bulk power transactions, through use of the
ITS. The ITS, together with transmission system facilities acquired or
constructed by MEAG and Dalton under agreements with GPC referred to below, was
established in order to obtain the benefits of a coordinated development of the
parties' transmission facilities and to make it unnecessary for any party to
construct duplicative facilities. The ITS consists of all transmission
facilities, including land, owned by the parties on the date the ITSA became
effective and those thereafter acquired, which are located in the State of
Georgia other than in the excluded counties and which are used or usable to
transmit power of a certain minimum voltage and to transform power of a certain
minimum voltage and a certain minimum capacity (the "Transmission Facilities").
GPC has entered into agreements with MEAG and Dalton that are substantially
similar to the ITSA, and GPC may enter into such agreements with other entities.
The ITSA will remain in effect through December 31, 2012 and, if not then
terminated by five years' prior written notice by either party, will continue
until so terminated.
The ITSA is administered by a Joint Committee established by a Joint
Committee Agreement, summarized below. Each year, the Joint Committee determines
a four-year plan of additions to the Transmission Facilities that will reflect
the current and anticipated future transmission requirements of the parties.
Oglethorpe and GPC are each required to maintain an original cost investment in
the Transmission Facilities in proportion to their respective Peak Loads (as
defined in the ITSA).
Oglethorpe and GPC are parties to a Transmission Facilities Operation and
Maintenance Contract (the "Transmission Operation Contract"), under which GPC
provides System Operator Services (as defined in the Transmission Operation
Contract) for Oglethorpe. In addition, GPC is required to provide such
supervision, operation and maintenance supplies, spare parts, equipment and
labor for the operation, maintenance and construction as may be specified by
Oglethorpe. GPC is also required to perform certain emergency work under the
Transmission Operation Contract. Oglethorpe is permitted, upon notice to GPC, to
perform, or contract with others for the performance of, certain services
performed by GPC. Absent termination or amendment of the Transmission Operation
Contract, however, GPC will continue to perform System Operator Services for
Oglethorpe. The term of the Transmission Operation Contract will continue from
year to year unless terminated by either party upon four years' notice.
Oglethorpe is required to pay its proportionate share of the cost for the
services provided by GPC.
THE JOINT COMMITTEE AGREEMENT
Oglethorpe, GPC, MEAG and Dalton are parties to a Joint Committee
Agreement. In the past, the Joint Committee coordinated the implementation and
administration of the various Ownership Agreements and Operating
22
<PAGE>
Agreements, the various integrated transmission system agreements, and the
various integrated transmission system operation and maintenance agreements
among the parties. However, the Nuclear Managing Board has assumed such
responsibilities for Plants Hatch and Vogtle, the Plant Scherer Managing Board
has assumed such responsibilities for Plant Scherer and, if agreed by the
co-owners, an operating committee would also assume such responsibilities for
Plant Wansley. (See "The Plant Agreements--HATCH, WANSLEY, VOGTLE AND SCHERER"
herein.) The Joint Committee Agreement also makes allowance for the joint
planning of future transmission and generation facilities.
23
<PAGE>
ITEM 2. PROPERTIES
Information with respect to Oglethorpe's properties is set forth under the
caption "THE POWER SUPPLY SYSTEM" included in Item 1 and is incorporated herein
by reference.
ITEM 3. LEGAL PROCEEDINGS
Oglethorpe is a party to various actions and proceedings incident to its
normal business. Liability in the event of final adverse determinations in any
of these matters is either covered by insurance or, in the opinion of
Oglethorpe's management, after consultation with counsel, should not in the
aggregate have a material adverse effect on the financial position or results of
operations of Oglethorpe.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
24
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not Applicable.
ITEM 6. SELECTED FINANCIAL DATA
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
(dollars in thousands)
1993 1992 1991 1990 1989
- ---------------------------------------------------------------------------------------------------------------------------------
- -
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Sales to Members . . . . . . . . . . . . . . . . $ 899,720 $ 816,000 $ 763,657 $ 710,607 $ 631,966
Sales to non-Members . . . . . . . . . . . . . . 200,940 268,763 300,293 390,535 367,183
----------- ----------- ----------- ----------- -----------
Total operating revenues . . . . . . . . . . . . 1,100,660 1,084,763 1,063,950 1,101,142 999,149
----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . . . . . . 176,342 167,288 165,168 209,971 180,698
Production . . . . . . . . . . . . . . . . . . . 129,972 115,915 130,041 125,506 97,266
Purchased power. . . . . . . . . . . . . . . . . 271,970 230,510 229,898 213,311 202,778
Depreciation and amortization. . . . . . . . . . 128,060 126,047 135,152 134,021 123,614
Taxes. . . . . . . . . . . . . . . . . . . . . . 25,148 19,634 42,422 41,798 31,541
Other operating expenses . . . . . . . . . . . . 44,876 50,578 49,373 41,755 33,301
----------- ----------- ----------- ----------- -----------
Total operating expenses . . . . . . . . . . . . 776,368 709,972 752,054 766,362 669,198
----------- ----------- ----------- ----------- -----------
OPERATING MARGIN. . . . . . . . . . . . . . . . . 324,292 374,791 311,896 334,780 329,951
OTHER INCOME, NET . . . . . . . . . . . . . . . . 38,741 45,928 113,441 94,471 70,297
NET INTEREST CHARGES. . . . . . . . . . . . . . . (350,652) (393,247) (396,892) (400,712) (379,820)
----------- ----------- ----------- ----------- -----------
MARGIN BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING
PRINCIPLE. . . . . . . . . . . . . . . . . . . . 12,381 27,472 28,445 28,539 20,428
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES. . . . . . . . . . . 13,340 - - - -
----------- ----------- ----------- ----------- -----------
NET MARGIN. . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445 $ 28,539 $ 20,428
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
ELECTRIC PLANT, NET:
In service . . . . . . . . . . . . . . . . . . . $ 4,054,956 $ 4,122,411 $ 4,196,966 $ 4,268,440 $ 4,275,770
Construction work in progress. . . . . . . . . . 450,965 322,628 178,980 102,045 103,729
----------- ----------- ----------- ----------- -----------
$ 4,505,921 $ 4,445,039 $ 4,375,946 $ 4,370,485 $ 4,379,499
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $ 5,323,890 $ 5,359,597 $ 5,246,435 $ 5,200,762 $ 5,288,673
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
CAPITALIZATION:
Long-term debt . . . . . . . . . . . . . . . . . $ 4,058,251 $ 4,095,796 $ 4,093,218 $ 4,094,246 $ 4,112,892
Obligation under capital leases. . . . . . . . . 303,458 302,061 300,833 299,783 298,929
Patronage capital and membership fees. . . . . . 289,982 264,261 236,789 217,895 194,233
----------- ----------- ----------- ----------- -----------
$ 4,651,691 $ 4,662,118 $ 4,630,840 $ 4,611,924 $ 4,606,054
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
PROPERTY ADDITIONS. . . . . . . . . . . . . . . . $ 235,285 $ 232,283 $ 225,021 $ 200,257 $ 226,709
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
ENERGY SUPPLY (MEGAWATT-HOURS):
Generated. . . . . . . . . . . . . . . . . . . . 14,575,920 13,805,683 12,686,323 13,387,572 12,079,706
Purchased. . . . . . . . . . . . . . . . . . . . 7,620,815 6,233,262 6,915,758 6,198,434 5,664,919
----------- ----------- ----------- ----------- -----------
Available for sale . . . . . . . . . . . . . . . 22,196,735 20,038,945 19,602,081 19,586,006 17,744,625
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
MEMBER REVENUE PER kWh SOLD . . . . . . . . . . . 5.47 cents 5.55 cents 5.36 cents 5.01 cents 4.84 cents
<FN>
CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR
PRESENTATION.
</TABLE>
25
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
MARGINS AND PATRONAGE CAPITAL
Oglethorpe operates on a not-for-profit basis and, accordingly, seeks only
to generate revenues sufficient to recover its cost of service and to generate
margins sufficient to establish reasonable reserves and meet certain financial
coverage requirements. Revenues in excess of current period costs in any year
are designated in Oglethorpe's statements of revenues and expenses and patronage
capital as net margin. Retained net margins are designated on Oglethorpe's
balance sheets as patronage capital, which is allocated to each of its 39 retail
electric distribution cooperatives (Members) on the basis of its electricity
purchases from Oglethorpe. Since its formation in 1974, Oglethorpe has
generated a positive net margin in each year and, as of December 31, 1993, had a
balance of $290 million in patronage capital.
Patronage capital constitutes the principal equity of Oglethorpe. As a
means of accumulating additional equity, Oglethorpe's Board of Directors amended
in 1992 the patronage capital retirement policy for returning margins to the
Members to extend the retirement schedule from 13 years to 30 years after the
year in which the margins were generated. Pursuant to such policy, no patronage
capital would be retired until 2010, at which time the 1979 patronage capital
would be returned. Any distributions of patronage capital are subject to the
discretion of the Board of Directors and approval by the Rural Electrification
Administration (REA).
Oglethorpe's equity ratio (patronage capital and membership fees divided by
total capitalization) increased from 5.7% at December 31, 1992 to 6.2% at
December 31, 1993.
RATES AND FINANCIAL COVERAGE REQUIREMENTS
Oglethorpe's policy is to design its rates to generate sufficient revenues
to recover its Member cost of service and produce net margins at such levels as
Oglethorpe's Board of Directors determines to be consistent with sound financial
practice. Rate revisions by Oglethorpe are subject to the approval of the REA
and, to date, the REA has not reduced or delayed the effectiveness of any rate
increase proposed by Oglethorpe. Oglethorpe has entered into a wholesale power
contract with each of its Members that requires rates to be designed to recover
all costs as described in such contracts. Oglethorpe's rates include an energy
charge that is set annually and adjusted at mid-year to recover actual fuel and
variable operations and maintenance costs. Oglethorpe reviews its rates at
least annually to ensure that its fixed costs are being adequately recovered
and, if necessary, adjusts its rates to meet its net margin goals.
Oglethorpe utilizes a Times Interest Earned Ratio (TIER) as the basis for
establishing its annual net margin goal. TIER is determined by dividing the sum
of Oglethorpe's net margin plus interest on long-term debt (including interest
charged to construction) by Oglethorpe's interest on long-term debt (including
interest charged to construction). The REA Mortgage requires Oglethorpe to
implement rates that are designed to maintain an annual TIER of not less than
1.05. In addition to the TIER requirement under the REA Mortgage, Oglethorpe is
also required under the REA Mortgage to implement rates designed to maintain a
Debt Service Coverage Ratio (DSC) of not less than 1.0 and an Annual Debt
Service Coverage Ratio (ADSCR) of not less than 1.25. DSC is determined by
dividing the sum of Oglethorpe's net margin plus interest on long-term debt
(including interest charged to construction) plus depreciation and amortization
(excluding amortization of nuclear fuel and debt discount and expense) by
Oglethorpe's interest and principal payable on long-term debt (including
interest charged to construction). ADSCR is determined by dividing the sum of
Oglethorpe's net margin plus interest on long-term debt (excluding interest
charged to construction) plus depreciation and amortization (excluding
amortization of nuclear fuel and debt discount and expense) by Oglethorpe's
interest and principal payable on long-term debt secured under the REA Mortgage
(excluding interest charged to construction). Oglethorpe has always met or
exceeded the TIER, DSC and ADSCR requirements of the REA Mortgage.
TIER, DSC and ADSCR for the years 1991 through 1993 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
1993 1992 1991
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
TIER 1.07 1.07 1.07
DSC 1.23 1.22 1.28
ADSCR 1.26 1.25 1.31
- -----------------------------------------------------------------------------
</TABLE>
In 1992, as part of a plan to build additional equity, Oglethorpe's Board
of Directors revised its annual net margin goal to be the amount required to
produce a TIER of 1.07 in each year through 1995, 1.08 in 1996, 1.09 in 1997 and
1.10 in 1998 and thereafter. Historically, by setting rates to meet the TIER
goals established by Oglethorpe's Board, the DSC and ADSCR requirements of the
REA Mortgage have always been met or exceeded. Based on Oglethorpe's current
financial projections, however, rates based on these levels of TIER may not be
sufficient to meet the ADSCR requirement of the REA Mortgage. In that event,
rates sufficient to meet the ADSCR requirements would have to be established.
HISTORICAL FACTORS AFFECTING FINANCIAL PERFORMANCE
Over the past several years, the most significant factor affecting
Oglethorpe's financial performance has been the mechanisms Oglethorpe has
utilized to moderate the financial impact of new generating plants. During this
period, Oglethorpe's Members absorbed much of the cost of its ownership
interests in Plant Vogtle and Scherer Units No. 1 and No. 2.
26
<PAGE>
The mechanisms used by Oglethorpe to mitigate the rate impact of absorbing
these costs have included both long-term contractual arrangements with Georgia
Power Company (GPC) and Board of Directors policies that have resulted in the
gradual absorption of costs over several years.
Contractual arrangements with GPC provide that Oglethorpe sell to GPC and
GPC purchase from Oglethorpe a declining percentage of Oglethorpe's entitlement
to the capacity and energy of certain co-owned generating plants during the
initial years of operation of such units (GPC Sell-back). The GPC Sell-back will
expire for Plant Vogtle Unit No. 1 as of May 31, 1994, and for Plant Vogtle
Unit No. 2 as of May 31, 1995. The GPC Sell-back for Scherer Unit No. 1 expired
in May 1991 and for Scherer Unit No. 2, in May 1993. (See Note 1 of Notes to
Financial Statements.) The historical ability of Oglethorpe to sell power from
new units to GPC under the GPC Sell-back has enabled Oglethorpe to moderate the
effects of the higher costs associated with new generating units on Oglethorpe's
cost of service and therefore on the rates charged Members. Furthermore, the
GPC Sell-back has enabled Oglethorpe to obtain the generating capacity needed to
serve anticipated increases in Member loads while minimizing the risks and costs
of excess generating capacity.
Prior to the completion of the first unit of Plant Vogtle in 1987,
Oglethorpe's Board of Directors implemented policies that have resulted in the
gradual absorption of the costs of Plant Vogtle by the Members. In each of the
years 1985 through 1993, Oglethorpe exceeded its net margin goal. The Board
adopted resolutions in each of these years requiring that these excess margins
be deferred and used to mitigate rate increases associated with Plant Vogtle. In
each year beginning with 1989, a portion of these margins has been returned to
the Members through billing credits. (See Note 1 of Notes to Financial
Statements.)
Furthermore, during 1986 and 1987, Oglethorpe's rates to its Members
included a one mill per kilowatt-hour (kWh) charge (Vogtle Surcharge). The
Vogtle Surcharge represented a pre-collection of charges prior to commercial
operation of Plant Vogtle the effect of which was to mitigate future rate
increases. In addition, two of the Members elected to increase the level of this
charge for their systems during this period.
As of December 31, 1993, Oglethorpe held a balance of approximately $48
million from deferred margins and the voluntary Vogtle Surcharges to two Members
which will be utilized for future rate mitigation. Oglethorpe's Board of
Directors and the two Members intend to utilize these amounts as offsets to
rates charged during 1994 and 1995. By the end of 1995, all costs associated
with Plant Vogtle will be included in Member rates.
RESULTS OF OPERATIONS
OPERATING REVENUES
Oglethorpe's operating revenues are derived from sales of electric services
to the Members and non-Members. Revenues from Members are collected pursuant to
the wholesale power contracts and are a function of the demand for power by the
Members' consumers and Oglethorpe's cost of service. Historically, most of
Oglethorpe's non-Member revenues have resulted from various plant operating
agreements with GPC as discussed below. For the period 1991 through 1993,
although total revenues have remained virtually unchanged, the scheduled
reduction of the GPC Sell-back has resulted in the planned decrease of non-
Member revenues from GPC of almost $130 million. As expected, the capacity and
energy no longer being sold to GPC have been used by Oglethorpe to meet
increased Member requirements. In addition to increasing sales to Members,
Oglethorpe has increased revenues from energy sales and transmission sales to
other utilities in order to mitigate the need to recover from the Members costs
which were previously recovered through sales to GPC.
SALES TO MEMBERS. Revenues from sales to Members increased 10.3% in 1993
compared to 1992, and increased 6.9% in 1992 compared to 1991. These increases
reflect two factors: first, higher capacity rates, offset by the pass-through of
savings in energy costs (see discussion of savings in fuel costs under
"OPERATING EXPENSES" herein); and second, increased amounts of energy sold.
Concerning the first factor, as non-Member revenues from GPC have declined,
Oglethorpe has increased rates to Members to recover the fixed costs which had
previously been recovered from GPC through the GPC Sell-back. Since December 28,
1990, Oglethorpe has placed into effect four rate changes, as set forth below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
EFFECTIVE DATE RATE CHANGE (1)
- -----------------------------------------------------------------------------
<S> <C>
January 1, 1994 -4.5%
January 1, 1993 1.7%
December 27, 1991 8.8%
December 28, 1990 4.8%
<FN>
(1) After credit for deferred margins. (See Note 1 of Notes to Financial
Statements.)
- -----------------------------------------------------------------------------
</TABLE>
Oglethorpe was able to implement a rate reduction for 1994 because the
anticipated additional revenues to be derived based on the increase in the
Members' 1993 peak demand more than offset the reduction in revenues from the
GPC Sell-back.
Oglethorpe's wholesale rate to the Members sets forth the manner in which
energy costs are to be recovered. Oglethorpe's rate provides that actual energy
costs be passed through to the Members such that energy revenues equal energy
costs.
The following table summarizes the amounts of kilowatt-hours sold to
Members during each of the past three years:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
KILOWATT-HOURS
(in thousands)
- -----------------------------------------------------------------------------
<S> <C>
1993 16,253,283
1992 14,466,943
1991 14,022,213
- -----------------------------------------------------------------------------
</TABLE>
27
<PAGE>
The net impact of the above capacity and energy rate factors, combined with
the spreading of fixed capacity costs over an increasing number of kWh sold each
year, have resulted in the following average Member revenues:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
CENTS/KILOWATT-HOUR
- -----------------------------------------------------------------------------
<S> <C>
1993 5.47 cents
1992 5.55
1991 5.36
- -----------------------------------------------------------------------------
</TABLE>
Oglethorpe is reducing the need to recover from Members the additional
costs resulting from reductions to the GPC Sell-back by increasing revenues from
off-system sales and reducing fixed and operating costs.
In addition to the impact of reductions in GPC Sell-back revenues, future
Member rates will also be affected by such factors as fixed costs relating to
the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky
Mountain), the cost of adding to Oglethorpe's existing transmission system,
changes in fuel costs, environmental and other governmental regulations
applicable to Oglethorpe and its suppliers and the completion in 1995 of the
amortization of deferred margins. Oglethorpe's future rates will also be
affected by its ability to forecast accurately its future power resource needs
and by its ability to obtain and manage its power resources, including its
purchases and construction of generating capacity and its procurement of coal.
SALES TO NON-MEMBERS. Sales of electric services to non-Members are
primarily made pursuant to three different types of contractual arrangements
with GPC and from off-system sales to other non-Member utilities. The following
table summarizes the amounts of non-Member revenues from these sources for the
past three years:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1993 1992 1991
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Plant operating agreements $106,146 $171,686 $235,851
Power supply arrangements 44,904 61,602 45,662
Transmission agreements 13,549 29,586 17,203
Other utilities 36,341 5,889 1,577
------- ------- -------
Total $200,940 $268,763 $300,293
------- ------- -------
------- ------- -------
- -------------------------------------------------------------------------------
</TABLE>
Revenues from sales to non-Members declined in 1993 compared to 1992, and
in 1992 compared to 1991. These decreases were primarily attributable to
scheduled reductions in plant operating agreement revenues attributable to the
GPC Sell-back with respect to Plants Vogtle and Scherer.
The second source of non-Member revenues is power supply arrangements with
GPC. These revenues are derived, for the most part, from energy sales arising
from dispatch situations whereby GPC causes co-owned coal-fired generating
resources to be operated when Oglethorpe's system does not require all or part
of its contractual entitlement to the generation. These revenues essentially
represent reimbursement of costs to Oglethorpe because, under the operating
agreements, Oglethorpe is responsible for its share of fuel costs any time a
unit operates. The greater amount of such revenues in 1992 compared to 1993 and
1991 was largely attributable to GPC's operational decisions causing a higher
level of generation at Plant Scherer in 1992.
The third source of non-Member revenues is payments from GPC for use of the
Integrated Transmission System (ITS) and related transmission interfaces. GPC
compensates Oglethorpe to the extent that Oglethorpe's percentage of investment
in the ITS exceeds its percentage use of the system. In such case, Oglethorpe is
entitled to income as compensation for the use of its investment by the other
ITS participants. In addition, beginning in 1991, GPC purchased the right to use
the majority of Oglethorpe's share of the interface capability between the ITS
and the Florida electric system through May 1994.
The higher amount of transmission agreement revenues in 1992 compared to
1993 and 1991 was partially attributable to the receipt by Oglethorpe in 1992 of
a payment of $10.5 million from GPC as a result of adjustments of transmission
income for the years 1990 through 1992.
Other revenues from non-Members increased significantly in 1993 compared to
1992 and 1991. This increase reflects greater revenues from off-system energy
sales. Oglethorpe is continuing to seek to make off-system sales to non-Members.
OPERATING EXPENSES
Oglethorpe's operating expenses increased 9.4% in 1993 compared to 1992 and
decreased 5.6% in 1992 compared to 1991. The increase in operating expenses in
1993 compared to 1992 was primarily attributable to higher production expenses,
purchased power expenses and taxes other than income taxes. The decrease in
operating expenses in 1992 compared to 1991 was primarily due to declines in
production expenses, depreciation and amortization, taxes other than income
taxes and income taxes.
Generally, over the years 1991 through 1993, the Members have received the
benefit of declining average fuel costs of Oglethorpe's generating resources
through the pass-through of lower energy costs. The average fuel costs of
Oglethorpe's nuclear and fossil generating resources for the last three years
are as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
CENTS/KILOWATT-HOUR
-------------------
NUCLEAR FOSSIL
- -------------------------------------------------------------------------------
<S> <C> <C>
1991 .80 cents 2.08 cents
1992 .66 2.04
1993 .61 1.96
- -------------------------------------------------------------------------------
</TABLE>
Much of the reduction in average fuel costs was attributable to
Oglethorpe's nuclear units. Fuel savings were particularly significant at Plant
Vogtle where average fuel costs declined by 29% in 1993 compared to 1991. The
decline was primarily due to the lower cost of replacement fuel relative to the
cost of the initial core loading of fuel. These initial fuel supplies were
purchased well in advance of commercial operation of these units
28
<PAGE>
and carried a significantly higher amount of capitalized interest than
subsequent fuel reloads. Additionally, as a result of purchases of nuclear fuel
in the spot market, Oglethorpe's costs for nuclear fuel in the last three years
have been favorably impacted.
The lower amount of production expenses in 1992 compared to 1993 and 1991
was attributable to a reduced number of nuclear refueling outages in 1992. Two
of Oglethorpe's nuclear units underwent planned outages in 1992, as compared to
three units in both 1993 and 1991.
The increase in 1993 in purchased power expenses was the result of a 22%
increase in kWh purchases. This increase was, for the most part, necessitated by
the greater energy needs of the Members (see "OPERATING REVENUES - SALES TO
MEMBERS" herein) and by Oglethorpe's increased off-system energy sales (see
"OPERATING REVENUES - SALES TO NON-MEMBERS" herein).
The decline in power delivery expenses from 1991 through 1993 was due to
the lengthening of maintenance cycles, particularly on substation equipment, and
to delays in 1993 by GPC, Oglethorpe's primary transmission maintenance
contractor, in performing authorized work. Additionally, in 1991 Oglethorpe
incurred a transmission charge of $3.8 million resulting from a greater
percentage use of the ITS compared to its projected percentage of investment.
(This amount was subsequently returned to Oglethorpe in 1992. See discussion of
transmission income adjustment in 1992 under "OPERATING REVENUES - SALES TO NON-
MEMBERS" herein.)
The increase in sales, administrative and general expense in 1992 compared
to 1991 was primarily attributable to increases in property insurance for
co-owned plants, expanded marketing programs, and the expenses associated with
one-time payments made to separated employees and to the utilization of
consultants in a workforce reduction undertaken in 1992.
Decreases in depreciation and amortization, income taxes and taxes other
than income taxes also contributed to the decrease in total operating expenses
in 1992 compared to 1991. These lower expense categories also directly
contributed to the substantial amount of margins earned in excess of the 1992
TIER-based goal. (See the discussion below under "OTHER INCOME" concerning the
disposition of this excess.)
As a result of depreciation studies undertaken by GPC as operating agent in
the fall of 1991, Oglethorpe implemented lower depreciation rates for all
co-owned generating units. The lower rates are primarily due to a plant life
extension program undertaken by GPC for the co-owned units.
Property taxes, which constitute the majority of taxes other than income
taxes, decreased in 1992 as a result of the favorable resolution of Oglethorpe's
property tax appeal with the State of Georgia for the years 1985 through 1988.
The negotiated settlement of this appeal resulted in a reduction of 1992
property tax expense in the amount of approximately $7.5 million.
Income taxes were substantially lower in 1992 compared to 1991 due to
several factors, including lower interest income, less gain in 1992 than in 1991
from the sale of debt service reserve fund securities (see "OTHER INCOME" below)
and increased energy sales to GPC and other utilities. These sales to GPC were
$16 million higher in 1992, and sales to other utilities were $3 million higher.
(See "OPERATING REVENUES - SALES TO NON-MEMBERS" herein.) Oglethorpe deducts
both fixed and variable costs from the revenues from these energy sales which
generated tax losses resulting in lower taxable income from non-Member sales.
OTHER INCOME
Interest income decreased in 1993 and in 1992, as a result of lower average
interest rates on investments. In 1992 and 1991, Oglethorpe realized the capital
appreciation on securities invested for its debt service reserve funds by
selling investments bearing coupon yields which were higher than prevailing
market rates. The securities sold in 1991 had been held for a number of years
and their average rates were substantially higher than market rates at the time
of the sale. The 1992 gain captured only the capital appreciation resulting
from declining interest rates during the 12 months following the 1991 sale.
In 1993, 1992 and 1991, Oglethorpe's Board of Directors authorized the
retention of approximately $5 million, $40 million and $12 million,
respectively, in excess of the 1.07 TIER margin requirement as deferred margins.
The remaining amounts will be available in 1994 and 1995 to mitigate rate
increases. Amortization of deferred margins for 1993 was set by Oglethorpe's
Board of Directors at $4 million, significantly less than the amounts utilized
in 1992 and 1991. (See Note 1 of Notes to Financial Statements for a discussion
of deferred margins and amortization of deferred margins.)
INTEREST CHARGES
Net interest charges declined in 1993 compared to 1992, and in 1992
compared to 1991. The decrease in interest on long-term debt and capital leases
in 1993 was due, for the most part, to the refinancing efforts discussed under
"LIQUITY AND CAPITAL RESOURCES" herein. Allowance for debt and equity funds
used during construction (AFUDC) increased in 1993 and in 1992 as a result of
increased construction activity at Rocky Mountain. The decrease in other
interest expense in 1993 was primarily due to higher interest expense in 1992
associated with the settlement of the property tax appeal and the federal income
tax case. Additionally, Oglethorpe paid a premium in 1992 in connection with
its repricing of Federal Financing Bank (FFB) advances at reduced rates. In
order to modify the FFB advances, Oglethorpe paid a premium equal to
approximately one year's interest on these repriced advances.
LIQUIDITY AND CAPITAL RESOURCES
In the past, Oglethorpe, like most other G&Ts, has obtained the majority of
its long-term financing from REA-guaranteed loans funded by the FFB. Oglethorpe
has
29
<PAGE>
also obtained a substantial portion of its long-term financing requirements from
tax-exempt pollution control bonds (PCBs).
In addition, Oglethorpe's operations have consistently provided a sizable
contribution to the financing of construction programs, such that internally
generated funds have provided interim funding or long-term capital for nuclear
fuel reloads, new generation, transmission and general plant facilities, and
replacements and additions to existing facilities.
Oglethorpe's investment in electric plant, net of depreciation, was
approximately $4.5 billion as of December 31, 1993. Expenditures for property
additions during 1993 amounted to approximately $235 million, of which $198
million was provided from operations. These expenditures were primarily for the
construction of Rocky Mountain and replacements and additions to generation and
transmission facilities.
As part of its ongoing capital planning, Oglethorpe forecasts expenditures
required for generation and transmission facilities and related capital
projects. Actual construction costs may vary from the estimates below because
of factors such as changes in business conditions, fluctuating rates of load
growth, environmental requirements, design changes and rework required by
regulatory bodies, delays in obtaining necessary Federal and other regulatory
approvals, construction delays, and cost of capital, equipment, material and
labor. The table below indicates Oglethorpe's estimated capital expenditures
through 1996, including AFUDC:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
CAPITAL EXPENDITURES
(DOLLARS IN THOUSANDS)
Year Generation(1) Transmission Rocky Mtn.(2) General Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994 $ 84,982 $ 60,966 $118,055 $20,384(3) $284,387
1995 85,389 52,319 61,493 5,015 204,216
1996 90,231 53,285 882 3,239 147,637
-------- -------- -------- ------- --------
Total $260,602 $166,570 $180,430 $28,638 $636,240
-------- -------- -------- ------- --------
-------- -------- -------- ------- --------
<FN>
(1) CONSISTS OF CAPITAL EXPENDITURES REQUIRED FOR REPLACEMENTS AND ADDITIONS
TO FACILITIES IN SERVICE, COMPLIANCE WITH ENVIRONMENTAL REGULATIONS, NUCLEAR
FUEL RELOADS AND THE PURCHASE OF RAILCARS.
(2) INCLUDES RELATED TRANSMISSION FACILITIES AND ADDITIONS, RENEWALS AND
REPLACEMENTS TO ROCKY MOUNTAIN AFTER ITS IN-SERVICE DATE.
(3) CONSISTS PRIMARILY OF DEVELOPMENT COSTS RELATED TO AN ENERGY CONTROL
SYSTEM.
- -------------------------------------------------------------------------------
</TABLE>
Based on its current construction budget, Oglethorpe anticipates that it
will fund all capital expenditures through 1996, other than for Rocky Mountain,
from operations.
In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
Rocky Mountain and assumed responsibility for its construction and operation.
As of December 31, 1993, Rocky Mountain was approximately 90% complete and
Oglethorpe's investment in the project was $414 million. Oglethorpe is
financing its share of Rocky Mountain from the proceeds of an REA-guaranteed
loan funded through the FFB. As of December 31, 1993, $248 million had been
advanced under this loan and $459 million remained available to be drawn as
permanent financing for Rocky Mountain. Oglethorpe intends to finance all
direct expenditures and capitalized interest associated with the construction of
Rocky Mountain through such FFB loan, and management believes the amounts
remaining to be drawn under such loan are more than adequate to complete the
project. The obligation to advance funds under this loan, however, is subject
to certain conditions, including the requirement that Oglethorpe maintain an
annual TIER of at least 1.0 and that the REA shall not have determined that
there has occurred any material adverse change in the assets, liabilities,
operations or financial condition of Oglethorpe or any circumstances involving
the nature or operation of the business of Oglethorpe. In management's opinion,
no such material adverse change has occurred. The current schedule anticipates
commercial operation in early 1995.
Oglethorpe has a commercial paper program under which it may issue
commercial paper not to exceed $355 million outstanding at any one time. The
commercial paper may be used as a source of short-term funds and is not
designated for any specific purpose. Oglethorpe's commercial paper is backed
100% by a committed line of credit provided by a group of banks for which Trust
Company Bank acts as agent. Historically, Oglethorpe has not relied on
commercial paper for short-term funding due to the availability of internally
generated funds and has never utilized the backup line of credit. Oglethorpe
has also arranged one committed and two uncommitted lines of credit to provide
additional sources of short-term financing. As of December 31, 1993,
Oglethorpe's short-term credit facilities were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHORT-TERM CREDIT FACILITIES AUTHORIZED
AMOUNT
- --------------------------------------------------------------------------------
<S> <C>
Commercial Paper . . . . . . . . . . . . . . . . . . . . . $355,000,000
National Bank for Cooperatives (CoBank). . . . . . . . . . 70,000,000
National Rural Utilities Cooperative
Finance Corporation (CFC). . . . . . . . . . . . . . . . 50,000,000
Trust Company Bank (Committed) . . . . . . . . . . . . . . 30,000,000
- --------------------------------------------------------------------------------
</TABLE>
The maximum amount that can be outstanding at any one time under the
commercial paper program and the lines of credit totals $425 million due to
certain restrictions contained in the CFC and Trust Company Bank line of credit
agreements. As of December 31, 1993, no commercial paper was outstanding and
there was no outstanding balance on any line of credit.
As part of a March 1993 PCB refinancing transaction involving two forward
interest rate swap agreements, Oglethorpe is obligated to maintain minimum
liquidity in an amount equal to 25% of the principal amount of the variable rate
refunding bonds issued or to be issued in connection therewith. This minimum
liquidity requirement currently equals $81 million and will decrease
proportionately as such variable rate refunding bonds are retired. The minimum
liquidity must consist of (a) any combination of (i) amounts available under
committed lines of credit and commercial paper programs to pay termination
payments, if any, due upon early termination of the forward interest rate swap
transactions, (ii) cash, (iii) United States government securities, and (iv)
accounts receivable due within 30 days, less (b) monetary
30
<PAGE>
obligations due within 30 days. As of December 31, 1993, Oglethorpe had
approximately $467 million of such liquidity available to meet this requirement.
Oglethorpe's scheduled maturities of long-term debt over the next five
years total $425 million. Of this amount, $299 million, or seventy percent,
relates to the repayment of REA and FFB debt.
REFINANCING TRANSACTIONS
Over the past few years, Oglethorpe has implemented a program to reduce its
interest costs by refinancing or prepaying a sizable portion of its high-
interest PCB and FFB debt. Several transactions were completed in 1993 and early
1994, covering approximately $1.3 billion in existing PCB and FFB debt (See Note
5 of Notes to Financial Statements.) The net result of the 1993 transactions was
to reduce the average interest rate on total long-term debt from 8.18% at
December 31, 1992 to 7.94% at December 31, 1993. The average interest rate was
further reduced to 7.13% as a result of the transactions completed in early
1994.
In March 1993, Oglethorpe entered into two forward interest rate swap
agreements totaling $322 million to refinance $364 million of existing high-
interest PCBs. Through this forward swap transaction, Oglethorpe arranged
synthetic fixed rate financing at an average effective rate of 6.15% for $200
million of variable rate refunding bonds which were issued on November 30, 1993
and $122 million of variable rate refunding bonds to be issued in the fall of
1994. Interest savings totaling $9.1 million and an additional $4.3 million will
occur during the first full year following each respective issuance.
In February 1994, Oglethorpe refunded $205 million of PCBs through an
issuance of $195 million of fixed rate refunding bonds. With an effective
interest rate of 4.8%, this transaction will generate net interest savings of
about $10.5 million during the first full year. Oglethorpe expects to achieve
additional interest savings through a $35 million current refunding of PCBs in
the fall of 1994.
In addition to these refinancings, Oglethorpe has also recently taken
certain actions to reduce the interest expense on its FFB debt. In January 1993,
Oglethorpe prepaid six FFB advances totaling $75 million with interest rates
exceeding 10%. These advances, which had become at least 12 years old, were
prepaid with one year's interest premium. The net annual average savings in the
first full year are $6.9 million.
During 1993, Oglethorpe pursued refinancing all of its approximately $3
billion in outstanding REA and FFB debt (the REA Indebtedness) through the
issuance of bonds in the public market which would have resulted in Oglethorpe
exiting the REA program (the REA Refinancing). In January 1994, FFB advised
Oglethorpe that the Department of the Treasury would not take certain actions
requested to facilitate the REA Refinancing. Oglethorpe continues to believe
that an REA Refinancing is in its long-term best interest and will continue to
evaluate options to exit the REA program. If the REA Refinancing were to be
consummated, it would require, among other things, a substitution of the REA
Mortgage with a trust indenture which would secure all of Oglethorpe's first
lien indebtedness, regulation of Oglethorpe's rates by the Federal Energy
Regulatory Commission, and certain amendments to the wholesale power contracts
between Oglethorpe and each of its Members. Oglethorpe's management is unable to
give any assurance at this time that Oglethorpe will be able to effect the REA
Refinancing, or, if so, on what terms and conditions.
Although Oglethorpe continues to pursue the REA Refinancing, it has taken
advantage of an option currently available to reduce the interest expense on its
FFB debt. At the beginning of 1994, Oglethorpe had over $1 billion of advances
that had been outstanding for more than 12 years under notes to the FFB that
were eligible to be modified to reduce their interest rates. In two separate
transactions in early 1994, Oglethorpe modified certain FFB notes and thereby
reduced the interest rates on approximately $795 million of advances. In
connection with such note modification, a premium was paid in an amount equal to
one year's interest on the advances of approximately $64 million, which will be
expensed over the longest remaining life of the subject advances, which is 22
years. These transactions will generate net interest savings of $18.5 million in
the first full year. Oglethorpe may elect to reduce the interest rates on
approximately $250 million of additional FFB advances through this note
modification process. The timing of such election depends on the magnitude of
the interest rate savings that can be achieved.
Oglethorpe is also evaluating and may seek to reduce its interest expense
by refinancing certain of its other FFB notes upon payment of a premium as
permitted under the recently enacted Section 306C of the Rural Electrification
Act. Under 306C, an FFB borrower is able to refinance its outstanding
indebtedness at interest rates based on the then current Treasury rates upon
payment of a premium. Based on current interest rates and the premium that would
be due under Section 306C, Oglethorpe is evaluating refinancing a portion of its
FFB indebtedness and financing at least a portion of the premium. Oglethorpe's
management has not determined whether Oglethorpe will avail itself of such
refinancing option.
MISCELLANEOUS
As with utilities generally, inflation has the effect of increasing the
cost of Oglethorpe's operations and construction program. Operating and
construction costs have been less affected by inflation over the last few years
because rates of inflation have been relatively low.
The implementation of recently released pronouncements of the Financial
Accounting Standards Board, including Statement No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" and Statement No. 112, "Employer's
Accounting for Postemployment Benefits", are not expected to have a material
effect on Oglethorpe's results of operations.
31
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
OGLETHORPE POWER CORPORATION
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Statements of Revenues and Expenses, For the Years Ended December 31, 1993,
1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Statements of Patronage Capital, For the Years Ended December 31, 1993,
1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Balance Sheets, As of December 31, 1993 and 1992 . . . . . . . . . . . . . . . . 34
Statements of Capitalization, As of December 31, 1993 and 1992 . . . . . . . . . 36
Statements of Cash Flows, For the Years Ended December 31, 1993,
1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 38
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . 48
</TABLE>
32
<PAGE>
STATEMENTS OF REVENUES AND EXPENSES
- -------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES (NOTE 1):
Sales to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 899,720 $ 816,000 $ 763,657
Sales to non-Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,940 268,763 300,293
--------- --------- ---------
TOTAL OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100,660 1,084,763 1,063,950
--------- --------- ---------
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,342 167,288 165,168
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,972 115,915 130,041
Purchased power (Note 10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,970 230,510 229,898
Power delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,286 17,804 20,443
Sales, administrative and general. . . . . . . . . . . . . . . . . . . . . . . . . 30,590 32,774 28,930
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . 128,060 126,047 135,152
Taxes other than income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 23,328 15,668 22,827
Income taxes (Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,820 3,966 19,595
--------- --------- ---------
TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776,368 709,972 752,054
--------- --------- ---------
OPERATING MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 324,292 374,791 311,896
--------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,316 29,218 40,814
Gain on sale of debt service reserve fund securities . . . . . . . . . . . . . . . - 3,884 32,449
Amortization of deferred gains (Notes 2 and 6) . . . . . . . . . . . . . . . . . . 12,532 12,486 12,482
Amortization of proceeds from sale of
income tax benefits (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . 8,102 8,102 8,102
Amortization of deferred margins (Note 1) . . . . . . . . . . . . . . . . . . . . 4,138 35,973 31,000
Deferred margins (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,083) (40,464) (11,703)
Co-owner inventory settlement (Note 7) . . . . . . . . . . . . . . . . . . . . . . - (4,827) -
Allowance for equity funds used during
construction (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,278 1,377 782
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,542) 179 (485)
--------- --------- ---------
TOTAL OTHER INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,741 45,928 113,441
--------- --------- ---------
INTEREST CHARGES:
Interest on long-term debt and capital leases . . . . . . . . . . . . . . . . . . 367,439 392,454 398,999
Other interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,539 17,049 7,357
Allowance for debt funds used during construction (Note 1) . . . . . . . . . . . . (29,988) (20,255) (13,111)
Amortization of debt discount and expense . . . . . . . . . . . . . . . . . . . . 4,662 3,999 3,647
--------- --------- ---------
NET INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,652 393,247 396,892
--------- --------- ---------
MARGIN BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE . . . . . . . . . . . . . . . . . . . . . . . . 12,381 27,472 28,445
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,340 - -
--------- --------- ---------
NET MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445
--------- --------- ---------
--------- --------- ---------
</TABLE>
STATEMENTS OF PATRONAGE CAPITAL
- -------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PATRONAGE CAPITAL AND MEMBERSHIP FEES-BEGINNING
OF YEAR (NOTE 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 264,261 $ 236,789 $ 217,895
NET MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,721 27,472 28,445
PATRONAGE CAPITAL RETIREMENTS DECLARED . . . . . . . . . . . . . . . . . . . . . . - - (9,551)
--------- --------- ---------
PATRONAGE CAPITAL AND MEMBERSHIP FEES-END OF YEAR. . . . . . . . . . . . . . . . . . $ 289,982 $ 264,261 $ 236,789
--------- --------- ---------
--------- --------- ---------
<FN>
CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR
PRESENTATION.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
33
<PAGE>
BALANCE SHEETS
- -------------------------------------------------------------------------------
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
ASSETS 1993 1992
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ELECTRIC PLANT (NOTES 1, 2, 5 AND 6)
In service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,047,739 $ 4,980,279
Less: Accumulated provision for depreciation. . . . . . . . . . . . . . . . . (1,110,296) (989,892)
------------ ------------
3,937,443 3,990,387
Nuclear fuel, at amortized cost . . . . . . . . . . . . . . . . . . . . . . . 110,177 123,627
Plant acquisition adjustments, at amortized cost. . . . . . . . . . . . . . . 7,336 8,397
Construction work in progress . . . . . . . . . . . . . . . . . . . . . . . . 450,965 322,628
------------ ------------
4,505,921 4,445,039
------------ ------------
INVESTMENTS AND FUNDS, AT COST:
Bond, reserve and construction funds (Note 4) . . . . . . . . . . . . . . . . 110,390 163,964
Decommissioning fund (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . 56,911 47,921
Investment in associated organizations (Note 3) . . . . . . . . . . . . . . . 19,123 19,909
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486 644
------------ ------------
186,910 232,438
------------ ------------
CURRENT ASSETS:
Cash and temporary cash investments, at cost (Note 1) . . . . . . . . . . . . 244,173 275,624
Other short-term investments, at cost . . . . . . . . . . . . . . . . . . . . - 66,165
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,274 75,146
Inventories, at average cost (Note 7) . . . . . . . . . . . . . . . . . . . . 86,468 93,640
Prepayments and other current assets. . . . . . . . . . . . . . . . . . . . . 14,763 17,132
------------ ------------
427,678 527,707
------------ ------------
DEFERRED CHARGES:
Premium and loss on reacquired debt, being amortized (Note 5) . . . . . . . . 91,981 48,076
Deferred amortization of Scherer leasehold (Note 2) . . . . . . . . . . . . . 71,559 61,880
Deferred debt expense being amortized . . . . . . . . . . . . . . . . . . . . 21,527 24,735
Discontinued project, being amortized (Note 6). . . . . . . . . . . . . . . . 18,314 19,722
------------ ------------
203,381 154,413
------------ ------------
$ 5,323,890 $ 5,359,597
------------ ------------
------------ ------------
<FN>
CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH CURRENT YEAR
PRESENTATION.
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
34
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
EQUITY AND LIABILITIES 1993 1992
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITALIZATION (SEE ACCOMPANYING STATEMENTS):
Patronage capital and membership fees (Note 1). . . . . . . . . . . . . . . . $ 289,982 $ 264,261
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,058,251 4,095,796
Obligation under capital leases (Note 2). . . . . . . . . . . . . . . . . . . 303,458 302,061
------------ ------------
4,651,691 4,662,118
------------ ------------
CURRENT LIABILITIES:
Long-term debt due within one year. . . . . . . . . . . . . . . . . . . . . . 78,644 133,136
Deferred margins and Vogtle surcharge to be
refunded within one year (Note 1). . . . . . . . . . . . . . . . . . . . . 26,777 5,738
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,186 64,535
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,702 59,323
Accrued and withheld taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 9,401 3,660
Energy cost billed in excess of actual (Note 1`). . . . . . . . . . . . . . . 11,456 29,318
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 40,234 22,456
------------ ------------
337,400 318,166
------------ ------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Gain on sale of plant, being amortized (Notes 2). . . . . . . . . . . . . . . 65,550 67,892
Gain on sale of Scherer common facilities, being amortized (Note 6) . . . . . 7,644 17,835
Sale of income tax benefits, being amortized (Note 6) . . . . . . . . . . . . 66,838 74,939
Accumulated deferred income taxes (Note 1). . . . . . . . . . . . . . . . . . 65,510 77,225
Deferred margins and Vogtle surcharge (Note 1). . . . . . . . . . . . . . . . 21,083 42,777
Decommissioning reserve (Note 1). . . . . . . . . . . . . . . . . . . . . . . 90,476 77,490
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,698 21,155
------------ ------------
334,799 379,313
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTES 2,6,9 AND 10)
$ 5,323,890 $ 5,359,597
------------ ------------
------------ ------------
</TABLE>
35
<PAGE>
STATEMENTS OF CAPITALIZATION
- -------------------------------------------------------------------------------
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
(dollars in thousands)
1993 1992
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LONG-TERM DEBT (NOTE 5):
Mortgage notes payable to the Federal Financing Bank (FFB)
at interest rates varying from 6.61% to 10.95% (average rate
of 8.367% at December 31, 1993) due in quarterly installments . . . . . . . . . . . . . . $ 3,040,767 $ 3,111,160
Mortgage notes payable to the Rural Electrification Administration (REA)
at an interest rate of 5% due in monthly installments . . . . . . . . . . . . . . . . . . 23,927 24,365
Mortgage notes issued in conjunction with the sale by public authorities of
pollution control revenue bonds:
- Series 1978
Serial bonds, 6.00% to 6.40%, due serially through 1999 . . . . . . . . . . . . . . 5,440 6,180
Term bonds, 6.80%, due 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,700 16,700
- Series 1982
Serial bonds, 10.00% to 10.60%, due serially through 1997. . . . . . . . . . . . . . 23,195 27,740
- Series 1984
Serial bonds, 9.50% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . 61,800 67,790
Term bonds, 7.00% to 10.63%, due 2004 to 2014. . . . . . . . . . . . . . . . . . . . 119,135 270,965
- Series 1984B
Serial bonds, 9.75% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . 11,530 25,910
Term bonds, 10.50%, due 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 69,080
- Series 1985
Serial bonds, 8.50% to 9.50%, due serially through 2001. . . . . . . . . . . . . . . 29,290 31,770
Term bonds, 7.50% to 9.88%, due 2005 to 2017 . . . . . . . . . . . . . . . . . . . . 141,890 141,890
- Series 1992A
Adjustable tender bonds, 2.10% to 2.65%, due 2025 . . . . . . . . . . . . . . . . . 216,925 216,925
Serial bonds, 3.85% to 6.80%, due serially from 1994 through 2012. . . . . . . . . . 143,710 143,710
- Series 1992
Term bonds, 7.50% to 8.00%, due 2003 to 2022 . . . . . . . . . . . . . . . . . . . . 92,130 92,130
- Series 1993A
Adjustable tender bonds, 3.10%, due 2016 . . . . . . . . . . . . . . . . . . . . . . 199,690 -
National Bank for Cooperatives (CoBank) notes payable:
- Headquarters note payable: $5.4 million fixed at 7.40% through April 1995,
$0.5 million fixed at 6.35%-7.35% to April 1995; due in quarterly
installments through January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . 5,938 6,328
- Transmission note payable: fixed at 7.40% through April 1995;
due in bimonthly installments through November 1, 2018 . . . . . . . . . . . . . . . 2,296 2,310
- Transmission note payable: fixed at 7.25% through April 1995;
due in bimonthly installments through September 1, 2019 . . . . . . . . . . . . . . 8,751 8,798
---------- -----------
4,143,114 4,263,751
Less: Unamortized debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,219) (34,819)
---------- -----------
Total long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,136,895 4,228,932
Less: Amount due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,644) (133,136)
---------- -----------
TOTAL LONG-TERM DEBT, EXCLUDING AMOUNT DUE WITHIN ONE YEAR . . . . . . . . . . . . . . . . . . 4,058,251 4,095,796
OBLIGATION UNDER CAPITAL LEASES (NOTE 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,458 302,061
PATRONAGE CAPITAL AND MEMBERSHIP FEES (NOTE 1) . . . . . . . . . . . . . . . . . . . . . . . . 289,982 264,261
---------- -----------
TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,651,691 $ 4,662,118
---------- -----------
---------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
36
<PAGE>
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,721 $ 27,472 $ 28,445
-------- -------- --------
Adjustments to reconcile net margin to net cash
provided by operating activities:
Cumulative effect of change in accounting for income taxes . . . . . . . . (13,340) - -
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 180,221 188,285 203,770
Amortization of deferred gains . . . . . . . . . . . . . . . . . . . . . . (12,532) (12,486) (12,482)
Deferred margins and amortization of deferred margins. . . . . . . . . . . 945 4,491 (19,297)
Amortization of proceeds from sale of income tax benefits. . . . . . . . . (8,102) (8,102) (8,102)
Interest on decommissioning reserve . . . . . . . . . . . . . . . . . . . 7,356 5,443 5,850
Gain on sale of bond fund investments . . . . . . . . . . . . . . . . . . - (3,884) (32,449)
Allowance for equity funds used during construction. . . . . . . . . . . . (2,278) (1,377) (782)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 1,625 2,459 19,595
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13) (3,066) 1,118
Change in net current assets, excluding long-term
debt due within one year and deferred margins and
Vogtle surcharge to be refunded within one year:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,128) 371 (3,956)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,172 (1,670) (6,865)
Prepayments and other current assets . . . . . . . . . . . . . . . . . 2,369 (3,043) 109
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,349) 1,106 19,109
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,379 (1,238) (147)
Accrued and withheld taxes . . . . . . . . . . . . . . . . . . . . . . 5,741 (14,505) (55)
Energy cost billed in excess of actual . . . . . . . . . . . . . . . . (17,862) 29,318 -
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . 15,542 (7,532) (3,993)
-------- -------- --------
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,746 174,570 161,423
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . 232,467 202,042 189,868
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (235,285) (232,283) (225,021)
Net proceeds from bond, reserve and construction funds . . . . . . . . . . . . 53,574 15,957 35,024
Decrease in investment in associated organizations . . . . . . . . . . . . . . 786 1,213 824
Decrease (increase) in other short-term investments . . . . . . . . . . . . . 66,165 (66,165) -
Release of safe harbor lease indemnity fund . . . . . . . . . . . . . . . . - - 120,000
Increase in decommissioning fund . . . . . . . . . . . . . . . . . . . . . . . (8,990) (6,841) (7,259)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158 (158) (486)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . (123,592) (288,277) (76,918)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,675 579,938 51,157
Debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (369,962) (554,029) (40,550)
Patronage capital retirements . . . . . . . . . . . . . . . . . . . . . . . . - (9,551) (4,877)
Return of Vogtle surcharge . . . . . . . . . . . . . . . . . . . . . . . . . . (1,600) (5,085) (990)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,439) (144) (203)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES . . . . . . . . . . . . . . (140,326) 11,129 4,537
-------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND TEMPORARY CASH INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . (31,451) (75,106) 117,487
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR . . . . . . . . . . . . 275,624 350,730 233,243
-------- -------- --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR . . . . . . . . . . . . . . . $ 244,173 $ 275,624 $ 350,730
-------- -------- --------
-------- -------- --------
CASH PAID FOR:
Interest (net of amounts capitalized) . . . . . . . . . . . . . . . . . . . . $ 289,255 $ 388,117 $ 386,450
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,658 43 -
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
37
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A. BASIS OF ACCOUNTING
Oglethorpe Power Corporation (Oglethorpe) follows generally accepted
accounting principles and the practices prescribed in the Uniform System of
Accounts of the Federal Energy Regulatory Commission (FERC) as modified and
adopted by the Rural Electrification Administration (REA).
B. ELECTRIC PLANT
Electric plant is stated at original cost, which is the cost of the
plant when first dedicated to public service, plus the cost of any subsequent
additions. Cost includes an allowance for the cost of equity and debt funds
used during construction. The cost of equity and debt funds is calculated at
the embedded cost of all such funds. The plant acquisition adjustments
represent the excess of the cost of the plant to Oglethorpe over the original
cost, less accumulated depreciation at the time of acquisition, and are being
amortized over a ten-year period.
Maintenance and repairs of property and replacements and renewals of
items determined to be less than units of property are charged to expense.
Replacements and renewals of items considered to be units of property are
charged to the plant accounts. At the time properties are disposed of, the
original cost, plus cost of removal, less salvage of such property, is
charged to the accumulated provision for depreciation.
C. OPERATING REVENUES
Sales to Members consist primarily of electricity sales pursuant to
long-term wholesale power contracts which Oglethorpe maintains with each of
its 39 retail electric distribution cooperatives (Members). These wholesale
power contracts obligate each Member to pay Oglethorpe for capacity and
energy furnished in accordance with rates established by Oglethorpe. Energy
furnished is determined based on meter readings which are conducted at the
end of each month.
For the year ended December 31, 1993, revenues from Cobb EMC, one of
Oglethorpe's Members, accounted for 10.3% of Oglethorpe's total revenues.
Prior to 1993, no individual Member accounted for 10% or more of Oglethorpe's
total revenues.
Sales to non-Members consist primarily of capacity and energy sales to
Georgia Power Company (GPC) under terms of sell-back agreements entered into
when Oglethorpe purchased interests in certain of GPC's generation
facilities. Pursuant to these agreements, GPC purchases from Oglethorpe a
declining fractional part of the capacity and energy during the first seven
to ten years of an applicable generating unit's commercial operation. The
portion of Oglethorpe's capacity and energy retained by GPC is shown as
follows:
- ----------------------------------------------------------------------------
Fractional Part of Capacity and Energy Retained by GPC during Contract Year
Ended May 31
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Generating Unit 1994 1993 1992 1991
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Plant Scherer,
Unit No. 1 -- -- -- 6/60
Plant Scherer,
Unit No. 2 -- 6/60 12/60 18/60
Plant Vogtle,
Unit No. 1 4/30 8/30 11/30 14/30
Plant Vogtle,
Unit No. 2 8/30 11/30 14/30 17/30
- ----------------------------------------------------------------------------
</TABLE>
Pursuant to these sell-back agreements and to other contractual
arrangements with GPC, revenues from GPC accounted for approximately 15%,
24%, and 28% of Oglethorpe's total revenues in 1993, 1992, and 1991,
respectively.
D. DEPRECIATION
Depreciation is computed on additions when they are placed in service
using the composite straight-line method. Annual depreciation rates in effect
in 1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
1993 1992 1991
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Steam production 2.66% 2.66% 2.73%
Nuclear production 2.83% 2.74% 3.09%
Hydro production 2.00% 2.00% 2.00%
Other production 1.09% 1.09% 1.14%
Transmission 2.75% 2.75% 2.75%
Distribution 2.88% 2.88% 2.88%
General 2.00-17.00% 2.00-17.00% 2.00-17.00%
- ----------------------------------------------------------------------------
</TABLE>
Oglethorpe's portion of the cost of decommissioning co-owned nuclear
facilities, based on current price levels and decommissioning promptly after
the unit is taken out of service, is estimated at approximately $71,000,000
for Hatch Unit No. 1, $93,000,000 for Hatch Unit No. 2, $79,000,000 for
Vogtle Unit No.1 and $99,000,000 for Vogtle Unit No. 2. The depreciation
rate for nuclear production includes a factor to provide for such expected
cost of decommissioning. Oglethorpe accounts for this provision for
decommissioning as depreciation expense with an offsetting credit to a
decommissioning reserve. Imputed interest calculated based on current
investment rates is applied to the decommissioning reserve balance and
charged to interest expense. The estimates for the expected cost of
decommissioning and the corresponding decommissioning factor in the
depreciation rate are adjusted periodically to reflect changing price levels
and technology.
38
<PAGE>
In compliance with a Nuclear Regulatory Commission (NRC) regulation,
Oglethorpe maintains an external trust fund to provide for a portion of the
cost of decommissioning its nuclear facilities. The NRC regulation requires
funding levels based on average expected cost to decommission only the
radioactive portions of a typical nuclear facility. Investment earnings
generated from the external trust fund increase the decommissioning fund and
interest income.
E. NUCLEAR FUEL COST
The cost of nuclear fuel, including a provision for the disposal of
spent fuel, is being amortized to fuel expense based on usage. The total
nuclear fuel expense for 1993, 1992 and 1991 amounted to $49,647,000,
$55,804,000 and $62,349,000, respectively.
Contracts with the U.S. Department of Energy (DOE) have been executed to
provide for the permanent disposal of spent nuclear fuel for the life of
Plant Hatch and Plant Vogtle. The services to be provided by DOE are
scheduled to begin in 1998. However, the actual year that these services will
begin is uncertain. The Plant Hatch spent fuel storage is expected to be
sufficient into 2003. The Plant Vogtle spent fuel storage is expected to be
sufficient into 2009. If DOE does not begin receiving spent fuel from Plant
Hatch in 2003 or from Plant Vogtle in 2009, alternative spent fuel storage
will be needed.
The Energy Policy Act of 1992 requires that utilities with nuclear
plants be assessed, over the next 15 years, an amount which will be used by
DOE for the decontamination and decommissioning of its nuclear fuel
enrichment facilities. The amount of each utility's assessment is based on
its past purchases of nuclear fuel enrichment services from DOE. Based on its
ownership in Plants Hatch and Vogtle, Oglethorpe has recorded a nuclear fuel
asset of approximately $20,000,000, which is being amortized to nuclear fuel
expense over the 15-year assessment period. Oglethorpe has also recorded,
net of sell-back, an obligation to DOE which approximated $14,000,000 at
December 31, 1993.
F. PATRONAGE CAPITAL AND MEMBERSHIP FEES
Oglethorpe is organized and operates as a cooperative. The Members paid
a total of $195 in membership fees. Patronage capital is the retained net
margin of Oglethorpe. As provided in the bylaws, any excess of revenue over
expenditures from operations is treated as advances of capital by the Members
and is allocated to each of them on the basis of their electricity purchases
from Oglethorpe.
The margin and patronage capital retirements policy adopted by the
Oglethorpe Board of Directors in 1992 extended from 13 years to 30 years the
period that each year's net margin will be retained by Oglethorpe. Pursuant
to the previous 13-year patronage capital retirement schedule, 1978 patronage
capital assignments were retired in 1992, and 1977 assignments in 1991. Under
the new 30-year retirement schedule, no patronage capital would be returned
to the Members until 2010, at which time the 1979 patronage capital would be
returned.
G. INCOME TAX ACCOUNTING
Oglethorpe is a not-for-profit membership corporation subject to
Federal, State of Georgia and State of Alabama income taxes. For years 1981
and prior, Oglethorpe claimed tax-exempt status under Section 501(c)(12) of
the Internal Revenue Code of 1954, as amended (the Code). In 1982, Oglethorpe
reported as a taxable entity as a result of income received by it from GPC
under the capacity and energy sell-back agreement applicable to Scherer Unit
No. 1. In connection with its 1985 tax return. Oglethorpe made an election
under Section 168(j)(4)(E)(ii) of the Code to remain taxable from 1985 until
at least 2005 without regard to the amount of its income from GPC or other
non-Members. As a taxable electric cooperative, Oglethorpe has annually
allocated its income and deductions between Member and non-Member activities.
Any Member taxable income has been offset with a patronage exclusion.
As of January 1, 1993, Oglethorpe prospectively adopted the provisions
of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes". In adopting SFAS No. 109, Oglethorpe recorded a
$13,340,000 reduction in accumulated deferred income taxes and an increase in
income from the cumulative effect of a change in accounting principle. SFAS
No. 109 requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Deferred tax assets and liabilities are
determined based on the differences between the financial and tax bases using
enacted tax rates in effect for the year in which the differences are
expected to reverse.
A detail of the provision for income taxes in 1993, 1992 and 1991 is
shown as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992 1991
- ---------------------------------------------------------------------------
<S>
Current <C> <C> <C>
Federal $ -- $ -- $ --
State 195 1,507 --
--------- -------- --------
195 1,507 --
--------- -------- --------
Deferred
Federal 1,820 4,127 17,541
State (195) (1,668) 2,054
--------- -------- --------
1,625 2,459 19,595
--------- -------- --------
Income taxes charged
to operations $ 1,820 $ 3,966 $ 19,595
--------- -------- --------
--------- -------- --------
- ---------------------------------------------------------------------------
</TABLE>
39
<PAGE>
The difference between the statutory federal income tax rate on income
before income taxes and accounting changes and Oglethorpe's effective income tax
rate is summarized as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
1993 1992 1991
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 34.0% 34.0%
Patronage exclusion (35.1%) (21.6%) 4.3%
Other 0.1% 0.7% (1.8%)
Effect of increase in
statutory rate 12.8% 0.0% 0.0%
---- ---- ----
Effective income tax rate 12.8% 13.1% 36.5%
---- ---- ----
---- ---- ----
- ------------------------------------------------------------------------------
</TABLE>
The components of the net deferred tax liabilities as of December 31, 1993
were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993
- -----------------------------------------------------------------------------
<S> <C>
Deferred tax assets:
Net operating losses $ 471,069
Member loss carryforwards 363,140
Accounting for safe harbor leases 102,886
Tax credits 252,701
Patronage exclusions available 39,149
Accounting for asset dispositions 38,381
Accrued nuclear decommissioning
expense 29,324
Other 8,002
---------
1,304,652
Less: Valuation allowance (252,701)
---------
1,051,951
---------
Deferred tax liabilities:
Depreciation (1,068,396)
Accounting for debt
extinguishment (34,114)
Other (14,951)
---------
(1,117,461)
---------
Net deferred tax liabilities $ (65,510)
---------
---------
- -----------------------------------------------------------------------------
</TABLE>
Oglethorpe has federal tax net operating loss carryforwards (NOLs) and
unused general business credits (consisting primarily of investment tax credits)
as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Expiration Date Tax Credits NOLs
- -------------------------------------------------------------
<S> <C> <C>
1997 $ 11,197 $ -
1998 6,934 -
1999 37,206 -
2000 3,198 -
2001 7,264 -
2002 130,392 146,362
2003 652 253,665
2004 55,669 114,285
2005 189 213,080
2006 - 209,009
2007 - 86,779
2008 - 102,262
-------- ---------
$ 252,701 $1,125,442
-------- ---------
-------- ---------
- -------------------------------------------------------------
</TABLE>
Based on Oglethorpe's historical taxable transactions and the timing of the
reversal of existing temporary differences, management believes it is more
likely than not that Oglethorpe's future taxable income will be sufficient to
realize the benefit of the NOLs existing at December 31, 1993 before their
respective expiration dates. However, as reflected in the above valuation
allowance, management does not believe it is more likely than not that the tax
credits will be utilized before expiration.
During 1992 and 1991, deferred income taxes were provided for significant
timing differences between revenues and expenses for tax and financial statement
purposes. The source and deferred tax effect of these differences are summarized
as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1992 1991
- ----------------------------------------------------------------------------
<S> <C> <C>
Excess of tax over book depreciation $ 16,524 $ 75,042
Difference in recognition of gain/loss
on asset dispositions 6,475 6,832
Difference in accounting for safe harbor leases 6,022 5,487
Accrued nuclear decommissioning expense (558) (740)
Difference in accounting for debt extinguishment 6,956 -
Adjustments to book accrued liabilities 3,514 (425)
Difference in recognition of cost of
discontinued project (532) 8,178
Other (67) (464)
Portion of the above differences not reflected
in expense due to net operating losses (35,875) (74,315)
------- -------
$ 2,459 $ 19,595
------- -------
------- -------
- ----------------------------------------------------------------------------
</TABLE>
H. MARGIN POLICY
Oglethorpe's margin policy is based on the provision of a Times Interest
Earned Ratio (TIER) established annually by the Oglethorpe Board of Directors.
For 1993, 1992, and 1991, the margin goal was the amount required to produce a
TIER of 1.07. Oglethorpe's Board of Directors adopted a new margin and patronage
capital retirements policy in 1992. Pursuant to the new policy, the annual net
margin goal will be the amount required to produce a TIER of 1.07 each year
through 1995, 1.08 in 1996, 1.09 in 1997 and 1.10 in 1998 and thereafter.
The Oglethorpe Board of Directors adopted resolutions annually requiring
that Oglethorpe's net margins for the years 1985 through 1993 in excess of its
annual margin goals be deferred and used to mitigate rate increases associated
with Plant Vogtle. In addition, during 1986 and 1987, Oglethorpe's wholesale
electric rate to its Members provided for a one mill per kilowatt-hour charge
(Vogtle Surcharge), also to be used to mitigate the effect of Plant Vogtle on
rates. In addition, two of Oglethorpe's Members, with the concurrence of REA,
elected to increase the level of this charge for their systems during this
period.
40
<PAGE>
Pursuant to rate actions by Oglethorpe's Board of Directors, specified
amounts of deferred margins and Vogtle Surcharge were returned in 1989 through
1993 and will be returned in 1994. A summary of deferred margins and Vogtle
Surcharge as of December 31, 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992
- ---------------------------------------------------------------------------
<S> <C> <C>
Deferred margins:
1985-90 $ 113,385 $ 113,385
1991 11,703 11,703
1992 40,464 40,464
1993 5,083 -
-------- --------
170,635 165,552
Vogtle Surcharge:
1986-87 36,613 36,613
-------- --------
Subtotal 207,248 202,165
Less: Amounts returned in:
1989-90 (80,602) (80,602)
1991 (31,990) (31,990)
1992 (41,058) (41,058)
1993 (5,738) (5,738)
1994 (26,777) -
-------- --------
Balance* $ 21,083 $ 42,777
-------- --------
-------- --------
<FN>
* THE PORTION RELATING TO AMOUNTS PROVIDED VOLUNTARILY BY TWO OF OGLETHORPE'S
MEMBERS WAS APPROXIMATELY $3,320,000 OF THE BALANCE AT DECEMBER 31, 1993.
</TABLE>
- ---------------------------------------------------------------------------
I. CASH AND TEMPORARY CASH INVESTMENTS
Oglethorpe considers all temporary cash investments purchased with a
maturity of three months or less to be cash equivalents. Temporary cash
investments with maturities of more than three months are classified as other
short-term investments.
J. ENERGY COST BILLED IN EXCESS OF ACTUAL
Oglethorpe's wholesale power rate sets forth the manner in which energy
costs are to be recovered from its Members. The rate in effect for 1993 and
1992 provided that an energy rate be determined based on projected costs and
kilowatt-hour sales and that the resulting rate be used to bill Members for a
six-month period. Actual energy costs were compared, on a monthly basis, to the
billed energy costs, and an adjustment to revenues was made such that energy
revenues were equal to actual energy costs. The offset to this adjustment is a
payable to or receivable from Members for over or under-collected energy costs.
The rate further provides that any cumulative over or under-collection for the
previous six-month period be utilized to adjust projected costs for the next
six-month period. Therefore, the amounts owed to Members as of December 31,
1993 and 1992 will be and have been utilized to reduce Member billings in 1994
and 1993, respectively.
2. CAPITAL LEASES:
In December 1985, Oglethorpe sold and subsequently leased back from four
purchasers its 60% undivided ownership interest in Scherer Unit No. 2. The gain
from the sale is being amortized over the 36-year term of the leases. The
minimum lease payments under the capital leases together with the present value
of net minimum lease payments as of December 31, 1993 are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
YEAR ENDING DECEMBER 31, (DOLLARS IN THOUSANDS)
- -----------------------------------------------------------------------------
<S> <C>
1994 $ 33,258
1995 36,016
1996 38,142
1997 35,239
1998 37,302
1999-2021 682,454
-------
Total minimum lease payments 862,411
Less: Amount representing interest (558,953)
-------
Present value of net
minimum lease payments $ 303,458
-------
-------
- -----------------------------------------------------------------------------
</TABLE>
The capital leases provide that Oglethorpe's rental payments vary to the
extent of interest rate changes associated with the debt used by the lessors to
finance their purchase of undivided ownership shares in Scherer Unit No. 2. The
debt of three of the lessors is financed at fixed interest rates averaging
9.58%. As of December 31, 1993, the variable interest rates of the debt of the
remaining lessor ranged from 5.93% to 8.25% for an average rate of 7.27%.
Oglethorpe's future rental payments under its leases will vary from amounts
shown in the table above to the extent that the actual interest rates associated
with the fixed and variable rate debt of the lessors vary from the 11.05% debt
rate assumed in the table.
The Scherer Unit No. 2 lease meets the definitional criteria to be reported on
Oglethorpe's balance sheets as a capital lease. For rate-making purposes,
however, Oglethorpe treats this lease as an operating lease; that is, Oglethorpe
considers the actual rental payment on the leased asset in its cost of service.
Oglethorpe's accounting treatment for this capital lease has been modified,
therefore, to reflect it rate-making treatment. Interest expense is applied to
the obligation under the capital lease; then, amortization of the leasehold is
recognized, such that interest and amortization equal the actual rental payment.
Through 1994 the level of actual rental payments is such that amortization of
the Scherer Unit No. 2 leasehold calculated in this manner is less than zero.
Thereafter, the scheduled cash rental payments increase such that positive
amortization of the leasehold occurs, and the entire cost of the leased asset is
recovered through the rate-making process. The difference in the amortization
recognized in this manner on the statements of revenues and expenses and the
straight-line amortization of the leasehold is reflected on Oglethorpe's balance
sheets as a deferred charge.
41
<PAGE>
In 1991 and 1992, all four of the lessors received Notices of Proposed
Adjustments from the IRS proposing adjustments to the tax benefits claimed by
these lessors in connection with their purchase and ownership of an undivided
interest in Scherer Unit No. 2. The proposed adjustments, if ultimately upheld,
would have the effect of reducing the lessors' tax benefits resulting from the
sale and leaseback transactions. The lessors filed responses contesting the
IRS's assertions as contained in the Notices of Proposed Adjustments.
In February 1994, the IRS issued a revised Notice of Proposed Adjustments
to one of the lessors which reduced the proposed adjustments to the tax benefits
claimed by this lessor in connection with its purchase and ownership of an
undivided interest in Scherer Unit No. 2. The IRS has indicated that it will
take consistent positions with the other three lessors. If the IRS's current
positions regarding the sale and leaseback transactions were ultimately upheld,
Oglethorpe would be required to indemnify the four lessors. Oglethorpe's
potential indemnification liability in this event is estimated to be
approximately $1,200,000 as of February 1994.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A detail of the estimated fair values of Oglethorpe's financial instruments
as of December 31, 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992
---------------- ----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
- -----------------------------------------------------------------------------
<S>
Cash and temporary <C> <C> <C> <C>
cash investments $244,173 $244,173 $275,624 $275,624
Other short-term
investments -- -- 66,165 66,165
Bond, reserve
and construction funds 110,390 112,015 163,964 164,135
Decommissioning fund 56,911 56,686 47,921 48,508
Long-term debt 4,058,251 4,525,248 4,095,796 4,564,262
- -----------------------------------------------------------------------------
</TABLE>
Oglethorpe uses the methods and assumptions described below to estimate the
fair value of each class of financial instruments. For cash and temporary cash
investments and other short-term investments, the carrying amount approximates
fair value because of the short-term maturity of those instruments. The fair
values of bond, reserve and construction funds and the decommissioning fund are
estimated based on quoted market prices for the investments held in the
respective funds. The fair value of Oglethorpe's long-term debt is estimated
based on the quoted market prices for the same or similar issues or on the
current rates offered to Oglethorpe for debt of similar maturities.
Investment in associated organizations was as follows at December 31, 1993
and 1992:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C>
National Rural Utilities
Cooperative Finance Corp. $ 13,476 $ 13,476
National Bank for Cooperatives 5,546 6,362
Other 101 71
---------- ----------
Total $ 19,123 $ 19,909
---------- ----------
---------- ----------
- --------------------------------------------------------------------------------
</TABLE>
As a member of National Rural Utilities Cooperative Finance Corporation
(CFC), Oglethorpe was obligated to purchase CFC Capital Term Certificates
annually through 1984. Such certificates begin maturing in the year 2075 and
bear interest at 5%. As a borrower from the National Bank for Cooperatives
(CoBank), Oglethorpe is obligated to purchase capital stock in that bank. Under
CoBank's capitalization plan, Oglethorpe is required to maintain an investment
in the bank equal to 7%-13% of its five-year average loan volume with the bank.
The required investment of 1993 was 11.5% of Oglethorpe's five-year average loan
volume. It is not anticipated that Oglethorpe will be required to make any
additional investments during 1994. The investments in these associated
organizations are similar to compensating bank balances in that they are
required in order to maintain current financing arrangements. Accordingly, there
is no market for these investments.
4. BOND, RESERVE AND CONSTRUCTION FUNDS:
Bond, reserve and construction funds for pollution control bonds are
maintained as required by Oglethorpe's bond agreements. Bond funds serve as
payment clearing accounts, reserve funds maintain amounts equal to the maximum
annual debt service of each bond issue and construction funds hold bond proceeds
for which construction expenditures have not yet been made. As of December 31,
1993 and 1992, substantially all of the funds were invested in U.S. Government
securities.
5. LONG-TERM DEBT:
Long term debt consists of mortgage notes payable to the Unites States of
America acting through the FFB and the REA, mortgage notes issued in conjunction
with the sale by public authorities of pollution control revenue bonds and notes
payable to CoBank. Oglethorpe's headquarters facility is pledged as security for
the CoBank headquarters note; substantially all of the owned tangible and
certain of the intangible assets of Oglethorpe are pledged as security for the
FFB and REA notes, the remaining CoBank notes and the notes issued in
conjunction with the sale of pollution control revenue bonds. The detail of the
notes is included in the statements of capitalization.
42
<PAGE>
Oglethorpe currently has ten REA-guaranteed FFB notes of which
$3,040,767,000 and $3,111,160,000 were outstanding at December 31, 1993 and
1992, respectively, with rates ranging from 6.61% to 10.95%.
In March 1993, Oglethorpe entered into two forward interest rate swap
arrangements obligating Oglethorpe to sell $199,690,000 of variable rate
refunding bonds in the fall of 1993 and $122,740,000 of variable rate refunding
bonds in the fall of 1994, the proceeds of which, together with certain other
funds provided or to be provided by Oglethorpe, have been and will be used in
January 1994 and January 1995, respectively, to refund certain pollution control
revenue bonds previously issued. At December 31, 1993, Oglethorpe accounted for
the pending January 1994 retirement of $233,010,000 of previously issued bonds
as an in-substance defeasance. Therefore, debt service reserve funds, bonds
payable, and the premium and loss on reacquired debt are stated as though the
event of retiring the refunded bonds had occurred in 1993.
In connection with the March 1993 swap transaction, Oglethorpe recorded
redemption premiums which, combined with unamortized transaction costs, totaled
$38,128,000. This amount has been reported as a deferred charge on the balance
sheets and is being or will be amortized over the life of the related new
bonds.
Pursuant to the forward interest rate swap arrangements, Oglethorpe makes
payments to the counterparty based on the notional principal at a fixed rate and
the counterparty makes payments to Oglethorpe based on the notional principal
and on the existing variable rate of the refunding bonds. The differential to
be paid or received is accrued as interest rates change and is recognized as an
adjustment to interest expense. For the fall 1993 transaction, the notional
principal was $199,690,000 and the fixed swap rate is 5.67% (the variable rate
at December 31, 1993 was 3.10%). With respect to the fall 1994 transaction,
the notional principal will be $122,740,000 and the fixed swap rate is 6.01%.
The notional principal amount is used to measure the amount of the swap
payments and does not represent additional principal due to the counterparty.
The swap arrangements extend for the life of the refunding bonds, with
reductions in the outstanding principal amounts of the refunding bonds causing
corresponding reductions in the notional amounts of the swap payments.
The annual interest requirement for 1994, based upon all debt outstanding
at December 31, 1993, will be approximately $339,000,000.
Maturities for the long-term debt through 1998 are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FFB and REA $56,224 $52,095 $57,725 $63,625 $69,008
CoBank 460 468 478 489 502
1978 Bonds 780 830 880 930 980
1982 Bonds 4,985 5,485 6,050 6,675 --
1984 Bonds 6,540 7,160 7,850 8,640 9,520
1984B Bonds 2,500 2,730 3,000 3,300 --
1985 Bonds 2,685 2,915 3,170 3,445 3,760
1992A Bonds 4,470 4,640 4,840 5,070 5,330
1992 Bonds -- -- -- -- 2,085
1993A Bonds -- -- -- -- 2,265
------- ------- ------- ------- -------
Total $78,644 $76,323 $83,993 $92,174 $93,450
------- ------- ------- ------- -------
------- ------- ------- ------- -------
- -----------------------------------------------------------------------------
</TABLE>
Oglethorpe has a commercial paper program under which it may issue
commercial paper not to exceed a $355,000,000 balance outstanding at any time.
The commercial paper may be used as a source of short-term funds and is not
intended for any specific purpose. Oglethorpe's commercial paper is backed 100%
by a committed line of credit provided by a group of banks for which Trust
Company Bank (Trust Company) acts as agent. As of December 31, 1993 and 1992, no
commercial paper was outstanding.
Oglethorpe has arranged for uncommitted short-term lines of credit with
CoBank and CFC, and a committed line of credit with Trust Company. The CoBank
line amounts to $70,000,000; the CFC line amounts to $50,000,000; and the Trust
Company line amounts to $30,000,000. The maximum amount that can be outstanding
under these lines of credit and the commercial paper program at any one time
totals $425,000,000 due to certain restrictions contained in the CFC and Trust
Company line of credit agreements. No balance on any of these three lines of
credit was outstanding at either December 31, 1993 or 1992.
In January 1994, Oglethorpe completed a note modification pursuant to which
it repriced $590,909,000 of FFB advances. In connection with such modification,
Oglethorpe paid a premium of $50,745,000. This amount will be reported as a
deferred charge on the balance sheets and will be amortized over 22 years, the
longest remaining life of the subject advances.
43
<PAGE>
6. ELECTRIC PLANT AND RELATED AGREEMENTS:
Oglethorpe and GPC have entered into agreements providing for the purchase
and subsequent joint operation of certain of GPC's electric generating plants
and transmission facilities. A summary of Oglethorpe's plant investments as of
December 31, 1993 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
ACCUMULATED
PLANT INVESTMENT DEPRECIATION
- -----------------------------------------------------------------------------
<S> <C> <C>
In-service:
Owned property:
VOGTLE UNITS NO. 1 & NO. 2
(NUCLEAR - 30% OWNERSHIP) $ 2,773,510 $ 453,918
HATCH UNITS NO. 1 & NO. 2
(NUCLEAR - 30% OWNERSHIP) 510,670 173,992
WANSLEY UNITS NO. 1 & NO. 2
(FOSSIL - 30% OWNERSHIP) 165,977 78,057
SCHERER UNIT NO. 1
(FOSSIL - 60% OWNERSHIP) 427,377 165,387
TALLASSEE (HARRISON DAM)
(HYDRO - 100% OWNERSHIP) 9,277 1,286
WANSLEY (COMBUSTION TURBINE-
30% OWNERSHIP) 3,665 955
TRANSMISSION AND
DISTRIBUTION PLANT 749,366 143,123
OTHER 108,972 27,146
Property under capital lease:
SCHERER UNIT NO. 2
(FOSSIL - 60% LEASEHOLD) 298,925 66,432
----------- -----------
Total in-service $ 5,047,739 $ 1,110,296
----------- -----------
----------- -----------
Construction work in progress:
ROCKY MOUNTAIN
(HYDRO - 70% OWNERSHIP*) $ 414,187
GENERATION IMPROVEMENTS 19,067
TRANSMISSION AND
DISTRIBUTION PLANT 16,287
OTHER 1,424
-----------
Total construction work in progress $ 450,965
-----------
-----------
<FN>
* ESTIMATED OWNERSHIP PERCENTAGE AS OF DECEMBER 31, 1993. OWNERSHIP PERCENTAGE
AT PROJECT COMPLETION IS EXPECTED TO BE APPROXIMATELY 75%.
- -----------------------------------------------------------------------------
</TABLE>
In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky
Mountain). Under the Rocky Mountain agreements, Oglethorpe assumed
responsibility for construction of the facility, which construction was
commenced by GPC. Under the agreements, GPC retained its current investment in
Rocky Mountain. The ultimate ownership interests of Oglethorpe and GPC in the
facility will be based on the ratio of each party's direct construction costs to
total project direct construction costs with certain adjustments. It is expected
that the ownership interests of Oglethorpe and GPC in Rocky Mountain at project
completion will be approximately 75% and 25%, respectively. Rocky Mountain is
subject to a license issued by FERC to Oglethorpe and GPC. This license requires
that construction be completed by June 1, 1996. The current schedule anticipates
commercial operation in early 1995. Rocky Mountain was approximately 90%
complete as of December 31, 1993.
Oglethorpe is financing its share of Rocky Mountain from the proceeds of an
REA-guaranteed loan funded through the FFB. As of December 31, 1993, a total of
approximately $459,000,000 remained available to be drawn as permanent financing
for Rocky Mountain. Such amount is considered more than adequate by Oglethorpe
to complete the project. The obligation to advance funds under the FFB loan
commitment, however, is subject to certain conditions, including the requirement
that Oglethorpe maintain an annual TIER of at least 1.0 and that the REA shall
not have determined that there has occurred any material adverse change in the
assets, liabilities, operations, or financial condition of Oglethorpe or any
circumstances involving the nature or operation of the business of Oglethorpe.
In management's opinion, no such material adverse change has occurred.
Oglethorpe is engaged in a continuous construction program and as of
December 31, 1993, estimates property additions (including capitalized interest)
to be approximately $284,000,000 in 1994, $204,000,000 in 1995 and $148,000,000
in 1996, primarily for construction of Rocky Mountain and replacements and
additions to generation and transmission facilities.
Primarily as a result of its ownership of a majority interest in Rocky
Mountain, Oglethorpe has determined that the Pickens County Pumped Storage
Hydroelectric Project is not needed within its present planning horizon.
Accordingly, Oglethorpe is amortizing the accumulated project costs in excess of
the value of the land purchased. The remaining unamortized project costs of
approximately $18,314,000 are reflected as deferred charges on the accompanying
balance sheets. Oglethorpe's Board of Directors has authorized that these
projects costs be amortized and fully recovered through future rates over a
period of 15 years beginning in 1992.
In April 1992, Oglethorpe sold to three purchasers certain of the income
tax benefits associated with Scherer Unit No. 1 and related common facilities
pursuant to the safe harbor lease provisions of the Economic Recovery Tax Act of
1981. Oglethorpe received a total of approximately $110,000,000 from the safe
harbor lease transactions. Oglethorpe accounts for the proceeds as a deferred
credit, sale of income tax benefits, and is amortizing the amount over the 20-
year term of the leases.
In October 1989, Oglethorpe sold to GPC a 24.45% ownership interest in the
Plant Scherer common facilities as required under the Plant Scherer Purchase and
Ownership Agreement to adjust its ownership in the Scherer units. Oglethorpe
realized a gain on the sale of $50,600,000. The REA and Oglethorpe's Board of
Directors approved a plan whereby this gain was deferred and is being amortized
over 60 months beginning in October 1989.
44
<PAGE>
Oglethorpe's proportionate share of direct expenses of joint operation of
the above plants is included in the corresponding operating expense captions
(e.g., fuel, production or depreciation) on the accompanying statements of
revenues and expenses.
7. INVENTORIES:
Oglethorpe maintains inventories of fossil fuels for its generation plant
and spare parts for certain of its generation and transmission plant. These
inventories are stated at weighted average cost on the accompanying balance
sheets.
For its co-owned generating plants, Oglethorpe accounts for inventories on
the basis of information furnished by its operating agent, GPC. GPC has
historically accounted for spare parts at its generating plants on an expensed-
as-purchased basis. Prior to the commercial operation of Vogtle Unit No. 1 in
1987, GPC established a spare parts inventory for that generating facility and
used an expensed-as-consumed method of inventory accounting. Subsequently, the
spare parts inventories at Plants Hatch, Wansley and Scherer were converted to
an expensed-as-consumed method. In connection with these conversions, other
income totaling $18,877,000 was recorded by Oglethorpe in 1988 and 1989.
In 1992, GPC completed a study the objective of which was to determine the
original accounting for spare parts inventory at all of its generating plants,
including Plants Hatch, Wansley and Scherer. As a result of this study,
Oglethorpe recorded an adjustment of $4,827,000 to the original conversion which
reduced other income and plant investment.
A detail of Oglethorpe's investment in inventories at December 31, 1993 and
1992 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992
- -----------------------------------------------------------------------------
<S> <C> <C>
Fossil fuels:
Plant Scherer $ 13,481 $ 15,366
Plant Wansley 2,264 7,733
Plant Wansley Combustion Turbine 96 113
Other generation plant fuel oils 361 121
------- -------
Total fossil fuels 16,202 23,333
------- -------
Spare parts:
Plant Vogtle 23,173 24,892
Plant Hatch 22,947 18,125
Plant Wansley 8,415 8,070
Plant Scherer 5,947 5,513
Plant Tallassee 86 86
Transmission plant 9,672 13,606
General plant 26 15
------- -------
Total spare parts 70,266 70,307
------- -------
Total inventories $ 86,468 $ 93,640
------- -------
------- -------
- -----------------------------------------------------------------------------
</TABLE>
8. EMPLOYEE BENEFIT PLANS:
Oglethorpe has a noncontributory defined benefit pension plan covering
substantially all employees. Oglethorpe's pension cost was approximately
$1,038,000 in 1993, $362,000 in 1992 and $1,113,000 in 1991. For 1992, pension
cost was reduced by $539,000 by a net gain from a plan curtailment. The plan
curtailment resulted from a workforce reduction undertaken in the second quarter
of 1992. Plan benefits are based on years of service and the employee's
compensation during the last ten years of employment. Oglethorpe's funding
policy is to contribute annually an amount not less than the minimum required by
the Internal Revenue Code and not more than the maximum tax deductible amount.
The plan's funded status and pension cost recognized in Oglethorpe's
financial statements as of December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1993 1992
- -----------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value
of accumulated plan benefits:
Vested $ 5,237 $ 3,385
Nonvested 407 344
------ ------
$ 5,644 $ 3,729
------ ------
------ ------
Projected benefit obligation $(9,920) $(6,973)
Plan assets at fair value 6,911 6,364
------ ------
Projected benefit obligation in
excess of plan assets (3,009) (609)
Unrecognized net loss (gain) from
past experience different from
that assumed and effects of
changes in assumptions 390 (1,013)
Prior service cost not yet recognized
in net periodic pension cost 693 747
Unrecognized net asset at transition
date being recognized over 19 years (145) (158)
------ ------
Pension accrual $(2,071) $(1,033)
------ ------
------ ------
Pension cost was comprised of the
following:
Service cost -- benefits earned
during the year $ 884 $ 854
Interest cost on projected benefit
obligation 617 535
Actual return on plan assets (698) (424)
Net amortization and deferral 247 (64)
Net gain from a plan curtailment (12) (539)
------ ------
Net pension cost $ 1,038 $ 362
------ ------
------ ------
- -----------------------------------------------------------------------------
</TABLE>
The discount rate and rate of increase in future compensation levels used
in determining the actuarial present value of the projected benefit obligations
shown above were 7.5% and 5.0% in 1993, and 8.5% and 5.5% in 1992, respectively.
The expected long-term rate of return on plan assets was 8% in 1993 and 1992,
and the discount rate used in determining the pension expense was 8.5% in 1993
and 1992.
45
<PAGE>
Oglethorpe has a contributory employee thrift plan covering substantially
all employees. Employee contributions to the plan may be invested in one or more
of three funds. The employee may contribute up to 10% of his compensation.
Oglethorpe will match the employee's contribution up to one-half of the first 6%
of the employee's compensation, as long as there is sufficient net margin to do
so. Oglethorpe's contributions to the plan were approximately $503,000 in 1993,
$503,000 in 1992 and $491,000 in 1991.
In December 1990, the FASB issued Statement No. 106 on postretirement
benefits other than pensions. The new statement requires the accrual of the
expected cost of such benefits during the employees' years of service.
Oglethorpe has no postretirement benefits other than pensions available to
retirees.
9. NUCLEAR INSURANCE:
GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is a member
of Nuclear Mutual Limited (NML), a mutual insurer established to provide
property damage insurance coverage in an amount up to $500,000,000 for members'
nuclear generating facilities. In the event that losses exceed accumulated
reserve funds, the members are subject to retroactive assessments (in proportion
to their participation in the mutual insurer). The portion of the current
maximum assessment for GPC that would be payable by Oglethorpe, based on
ownership share adjusted for sell-back, is limited to approximately $8,600,000
for each nuclear incident.
GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is also a
member of Nuclear Electric Insurance Limited (NEIL), a mutual insurer, and has
coverage with American Nuclear Insurers and Mutual Atomic Energy Liability
Underwriters, which provide insurance to cover decontamination, debris removal
and premature decommissioning as well as excess property damage to nuclear
generating facilities of up to $2,250,000,000 for losses in excess of the
$500,000,000 NML coverage described above. Under the NEIL policy, members are
subject to retroactive assessments in proportion to their participation if
losses exceed the accumulated funds available to the insurer under the policy.
The portion of the current maximum assessment for GPC that would be payable by
Oglethorpe, based on ownership share adjusted for sell-back, is limited to
approximately $8,000,000 for each nuclear incident.
For all on-site property damage insurance policies for commercial nuclear
power plants, the NRC requires that the proceeds of such policies issued or
annually renewed on or after April 2, 1991 shall be dedicated first for the sole
purpose of placing the reactor in a safe and stable condition after an accident.
Any remaining proceeds are next to be applied toward the costs of
decontamination and debris removal operations ordered by the NRC, and any
further remaining proceeds are to be paid either to the company or to its bond
trustees as may be appropriate under the policies and applicable trust
indentures.
The Price-Anderson Act, as amended in 1988, limits public liability claims
that could arise from a single nuclear incident to $9,400,000,000, which amount
is to be covered by private insurance and agreements of indemnity with the NRC.
Such private insurance (in the amount of $200,000,000 for each plant, the
maximum amount currently available) is carried by GPC for the benefit of all the
co-owners of Plants Hatch and Vogtle. Agreements of indemnity have been entered
into by and between each of the co-owners and the NRC. In the event of a nuclear
incident involving any commercial nuclear facility in the country involving
total public liability in excess of $200,000,000, a licensee of a nuclear power
plant could be assessed a deferred premium of up to $79,275,000 per incident for
each licensed reactor operated by it, but not more than $10,000,000 per reactor
per incident to be paid in a calendar year. On the basis of its sell-back
adjusted ownership interest in four nuclear reactors, Oglethorpe could be
assessed a maximum of $89,320,000 per incident, but not more than $11,270,000 in
any one year.
Oglethorpe participates in an insurance program for nuclear workers that
provides coverage for worker tort claims filed for bodily injury caused at
commercial nuclear power plants. In the event that claims for this insurance
exceed the accumulated reserve funds, Oglethorpe could be subject to a total
maximum assessment of $3,750,000.
10. POWER PURCHASE AGREEMENTS:
Oglethorpe has entered into long-term power purchase agreements with GPC,
Big Rivers Electric Corporation (Big Rivers), and Entergy Power, Inc. (EPI).
Under the agreement with GPC, Oglethorpe will purchase on a take-or-pay basis
1,250 megawatts (MW) of capacity through the period ending December 31, 2001,
subject to reductions or extension with proper notice. The Big Rivers agreement
commenced in August 1992 and is effective through July 2002. Oglethorpe is
obligated under this agreement to purchase on a take-or-pay basis 100 MW of firm
capacity and certain minimum energy amounts associated with that capacity. The
EPI agreement commenced in July 1992, has a term of ten years and represents a
take-or-pay commitment by Oglethorpe to purchase 100 MW of capacity. The EPI
contract is subject to approval by REA.
Oglethorpe has a contract with Hartwell Energy Limited Partnership
(Hartwell), a partnership 50% owned by Destec Energy, Inc. and 50% owned by
American National Power, Inc., a subsidiary of National Power, PLC, for the
purchase of approximately 300 MW of capacity from two 150 MW gas-fired turbine
generating units, now under construction, for a 25-year period commencing no
later than June 1994. Under the terms of this contract, Oglethorpe does not have
responsibility for constructing or financing this project.
46
<PAGE>
As of December 31, 1993, Oglethorpe's minimum purchase commitments under
the above agreements, without regard to capacity reductions or adjustments for
changes in costs, for the next five years are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year Ending December 31. (dollars in thousands)
- --------------------------------------------------------------------------------
<S> <C>
1994 $ 140,009
1995 150,956
1996 154,976
1997 159,296
1998 163,311
- --------------------------------------------------------------------------------
</TABLE>
Oglethorpe's power purchases from these agreements amounted to
approximately $192,059,000 in 1993, $192,321,000 in 1992 and $88,500,000 in
1991.
11. QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized quarterly financial information for 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
First Second Third Fourth
(dollars in thousands) Quarter Quarter Quarter Quarter
- --------------------------------------------------------------------------------
1993
<S> <C> <C> <C> <C>
Operating revenues $272,143 $283,319 $284,737 $260,461
Operating margin 93,807 85,945 76,515 68,025
Net margin 30,090 10,020 (43) (14,346)
1992
Operating revenues $260,817 $272,307 $290,845 $260,794
Operating margin 97,630 91,331 93,455 92,375
Net margin 21,083 15,899 20,387 (29,897)
- --------------------------------------------------------------------------------
</TABLE>
Oglethorpe's business is influenced by seasonal weather conditions. The
negative net margin for the fourth quarter of 1993 was attributable to the
deferral of excess margins and to the incurrence of certain non-recurring
expenses. The negative net margin for the same period of 1992 was primarily due
to the deferral of excess margins. For a discussion of the amounts of excess
margins deferred see Note 1.
47
<PAGE>
REPORT OF MANAGEMENT
The management of Oglethorpe Power Corporation has prepared this report and
is responsible for the financial statements and related information. These
statements were prepared in accordance with generally accepted accounting
principles appropriate in the circumstances and necessarily include amounts that
are based on best estimates and judgements of management. Financial information
throughout this annual report is consistent with the financial statements.
Oglethorpe maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that the books and records
reflect only authorized transactions. Limitations exist in any system of
internal control based upon the recognition that the cost of the system should
not exceed its benefits. Oglethorpe believes that its system of internal
accounting control, together with the internal auditing function, maintains
appropriate cost/benefit relations.
Oglethorpe's system of internal controls is evaluated on an ongoing basis
by its qualified internal audit staff. The Corporation's independent public
accountants (Arthur Andersen & Co.) also consider certain elements of the
internal control system in order to determine their auditing procedures for the
purpose of expressing an opinion on the financial statements.
Arthur Andersen & Co. also provides an objective assessment of how well
management meets its responsibility for fair financial reporting. Management
believes that its policies and procedures provide reasonable assurance that
Oglethorpe's operations are conducted with a high standard of business ethics.
In management's opinion, the financial statements present fairly, in all
material respects, the financial position, results of operations, and cash flow
of Oglethorpe Power Corporation.
/s/T.D. Kilgore
T.D. Kilgore
President and Chief Executive Officer
/s/Eugen Heckl
Eugen Heckl
Senior Vice President and
Chief Financial Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Oglethorpe Power Corporation:
We have audited the accompanying balance sheets and statements of
capitalization of Oglethorpe Power Corporation (a Georgia corporation) as of
December 31, 1993 and 1992 and the related statements of revenues and expenses,
patronage capital, and cash flows for each of the three years in the period
ended December 31, 1993. These financial statements and the schedules referred
to below are the responsibility of Oglethorpe's management. Our responsibility
is to express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standard require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements (pages 33 through 47) referred to
above present fairly, in all material respects, the financial position of
Oglethorpe Power Corporation as of December 31, 1993 and 1992 and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles.
As explained in Note 1 of notes to financial statements, effective
January 1, 1993, Oglethorpe Power Corporation changed its method of accounting
for income taxes.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index in Item
14 are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/Arthur Andersen & Co.
Arthur Andersen & Co.
Atlanta Georgia,
February 11, 1994.
48
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) IDENTIFICATION OF DIRECTORS:
Oglethorpe is governed by a Board of 39 Directors, 13 of whom are elected
each year for a three-year term. Each of the 39 Members nominates one Director
who must also be on the Member's Board of Directors. The Directors are then
elected by the Members at their annual meeting. The Members also elect Alternate
Directors. Each Alternate Director must serve as the manager of a Member to be
eligible to serve as an Alternate Director. Under Oglethorpe's Bylaws, Alternate
Directors may attend all Board meetings, but can be counted for quorum purposes
and can exercise the powers and duties of a Director only during the period when
the directorship for whom he is the alternate is vacant or at any meeting of the
Board of Directors when the Director for whom he is the alternate is absent. The
Board of Directors generally meets monthly.
Six standing committees are appointed by the Chairman of the Board and
include both Directors and Alternate Directors. Two of these Committees, the
External Affairs Committee and the Human Resources Management Committee, are
joint committees of Oglethorpe and Georgia Electric Membership Corporation
("GEMC"), an affiliated trade organization, and include directors of GEMC.
Special committees, as deemed necessary, are also appointed by the Chairman of
the Board or the Board of Directors. Committee recommendations and management
recommendations, subject to the approval of the Board of Directors, determine
the policies and activities of Oglethorpe.
The Directors and Alternate Directors of Oglethorpe are as follows:
ALTAMAHA EMC
Jmon Warnock--Director, age 68, is a farmer. He has served on the Board of
Directors of Oglethorpe since September 1974. His present term as a Director
will expire in March 1995. He is a member of the Finance Committee of
Oglethorpe. Mr. Warnock is the President of Altamaha EMC and a Director of GEMC.
James D. Musgrove--Alternate Director, age 47, is the General Manager of
Altamaha EMC. He has served as an Alternate Director of Oglethorpe since May
1989, with his present term to expire in March 1995. Mr. Musgrove is a Director
of Montgomery County Bankshares in Ailey, Georgia.
AMICALOLA EMC
Charles R. Fendley--Director, age 48, is a Vice-President of Jasper Yarn
Processing, Inc., which processes yarn. He has served on the Board of Directors
of Oglethorpe since November 1993, with his present term to expire in March
1995. Mr. Fendley is the President of Amicalola EMC. He is also a Director of
GEMC and a Director of Crescent Bank & Trust Co. in Jasper, Georgia.
John S. Dean, Sr.--Alternate Director. For a description of Mr. Dean's
background and experience, see "Identification of Executive Officers and Senior
Executives" below.
49
<PAGE>
CANOOCHEE EMC
George C. Martin--Director, age 76, is the owner and operator of a farm in
Ellabell, Bryan County, Georgia where he raises beef cattle. He also manages
timberland in Bryan County, Georgia and rental properties in Savannah and
Pembroke, Georgia. He has served on the Board of Directors of Oglethorpe since
March 1977, with his present term to expire in March 1995. From March 1978 to
March 1984, he served as Vice President of Oglethorpe.
Donald F. Kennedy--Alternate Director, age 64, is the General Manager of
Canoochee EMC. He has served as an Alternate Director of Oglethorpe since 1985,
with his present term to expire in March 1995. He is a member of the
GEMC/Oglethorpe External Affairs Committee. Mr. Kennedy is also a Director of
the Tattnall Bank in Reidsville, Georgia.
CARROLL EMC
J. G. McCalmon--Director, age 76, is the owner of a farm in Carrollton,
Georgia, where he raises chickens and beef cattle. He has served on the Board of
Directors of Oglethorpe since September 1974, with his present term to expire in
March 1996. He is Chairman of the Board of Carroll EMC. Mr. McCalmon is also a
Director of GEMC, a Director of the Farm Bureau, a Director of Carroll County
Sales Barn, and a Director of the Carroll County Chamber of Commerce.
Gary M. Bullock--Alternate Director, age 52, is President and Chief
Executive Officer of Carroll EMC. He has served as an Alternate Director of
Oglethorpe since June 1978, and his present term will expire in March 1996. He
is a member of the Operations Committee. Mr. Bullock is also the Secretary of
Southeastern Data Cooperative, Inc., a member of the Institute of Electrical and
Electronic Engineers, a Trustee for the GEMC Workers' Compensation Fund, a
Director for the Georgia Council of Farmer Cooperatives, a Director of the
Carroll County Chamber of Commerce, and a Director of Carrollton Federal Savings
& Loan Association in Carrollton, Georgia.
CENTRAL GEORGIA EMC
D. A. Robinson, III--Director, age 53, is the owner and operator of a dairy
farm in Griffin, Georgia. He has served on the Board of Directors of Oglethorpe
since March 1984, and his term will expire in March 1995. He serves as
Secretary-Treasurer of Central Georgia EMC.
George L. Weaver--Alternate Director, age 46, has been the President of
Central Georgia EMC since 1989. Prior to that time he was General Manager,
Manager of Accounting, and Financial Manager. He has served as an Alternate
Director of Oglethorpe since 1983, and his present term will expire in March
1995. He is a member of the Operations Committee. He is also a Director of
Federated Rural Electric Insurance Corporation in Shawnee Mission, Kansas and
serves on the Advisory Board of NationsBank of GA, N.A.
COASTAL EMC
James E. Estes--Director, age 58, has served on the Board of Directors of
Oglethorpe since March 1982, with his present term to expire in March 1994. He
is a member of the Executive Committee. He is also Vice President of the Board
of Directors of Coastal EMC. Additionally, he works in avionic maintenance for
Georgia Air National Guard, is President of Ways Company, Inc., a real estate
development company in Richmond Hill, Georgia, and is a proprietor of Estes Tax
Service, an income tax service in Richmond Hill, Georgia.
Wayne Collins--Alternate Director, age 43, is the General Manager of
Coastal EMC and has served as an Alternate Director of Oglethorpe since March
1977. His present term as an Alternate Director will expire in March 1994.
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COBB EMC
Larry N. Chadwick--Director, age 53, is the owner of Chadwick's Hardware in
Woodstock, Georgia. He has served on the Board of Directors of Oglethorpe since
July 1989, with his present term to expire in March 1995. He is Chairman of the
Board of Cobb EMC. He is Chairman of the Operations Committee.
Dwight Brown--Alternate Director, age 48, is President and Chief
Executive Officer of Cobb EMC. He previously served as Vice President of
Engineering and Operations for Cobb EMC. He has served as an Alternate Director
of Oglethorpe since October 1993, with his present term to expire in March 1995.
COLQUITT EMC
Simmie King--Director, age 50, is the owner and operator of a farm. He has
served on the Board of Directors of Oglethorpe since March 1991, with his
present term to expire in March 1996.
R. L. Gaston--Alternate Director, age 46, is the General Manager of
Colquitt EMC. From January 1985 to January 1990, he was Manager of Engineering
and Operations for Colquitt EMC. He has served as an Alternate Director of
Oglethorpe since February 1990, with his present term to expire in March 1996.
He is currently a member of the Planning and Construction Committee.
COWETA-FAYETTE EMC
W. F. Farr--Director, age 81, is a banker. He has served on the Board of
Directors of Oglethorpe since March 1975, with his present term to expire in
March 1995. He is currently the Chairman of the GEMC/Oglethorpe Human Resources
Management Committee. He has been President of Coweta-Fayette EMC since 1974. He
previously served as President of the Fayette State Bank in Peachtree City,
Georgia and as a Director and Consultant for Citizens and Southern National
Bank, South Metro Board in Atlanta, Georgia. Since June 1985, he has been the
owner and President of Pioneer Financial Associates, Inc. in Peachtree City,
Georgia.
Michael C. Whiteside--Alternate Director, age 51, has been General Manager
of Coweta-Fayette EMC since August 1983. He previously served as Administrative
Assistant of Coweta-Fayette EMC. He has served as an Alternate Director of
Oglethorpe since September 1983, with his present term to expire in March 1995.
He is currently a member of Oglethorpe's Planning and Construction Committee.
EXCELSIOR EMC
Vacant--Director
Gary T. Drake--Alternate Director, age 45, is the General Manager of
Excelsior EMC. He has served as an Alternate Director of Oglethorpe since
January 1979, with his present term to expire in March 1994. He was
Secretary-Treasurer of Oglethorpe from March 1984 through March 1989. He is
currently a member of the Operations Committee. Mr. Drake is also a Director of
GEMC and a Director of Pineland State Bank in Metter, Georgia.
FLINT EMC
Jeff S. Pierce, Jr.--Director, age 62, has served on the Board of Directors
of Oglethorpe since June 1992, with his present term to expire in March 1994.
He has served as a Director of Flint EMC since 1964. He previously served 28
years as Chief Executive Officer and as a Director for the First Federal
Savings and Loan Association in Warner Robins, Georgia. He is also a Director
of GEMC.
Harold B. Smith--Alternate Director, age 57, has been employed as General
Manager of Flint EMC since November 1978. He has served as an Alternate Director
of Oglethorpe since 1978, with his present term to expire in March 1994. He is
currently a member of the Planning and Construction Committee of Oglethorpe and
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Chairman of the GEMC/Oglethorpe External Affairs Committee. Mr. Smith is also
the Chairman of the Board of the Food and Energy Council.
GRADY EMC
Donald C. Cooper--Director, age 63, is the owner, operator and President of
Cooper Farms, Inc., a farm in Grady County, Georgia where he grows row crops and
raises cattle. He has served on the Board of Directors of Oglethorpe since March
1975, with his present term to expire in March 1996.
Thomas A. Rosser--Alternate Director, age 46, has been employed as General
Manager of Grady EMC since January 1992. He has served as an Alternate Director
of Oglethorpe since January 1992, with his present term to expire in March 1996.
Mr. Rosser is also a Director of the Cairo Banking Company in Cairo, Georgia.
GREYSTONE POWER CORPORATION, AN EMC
J. Calvin Earwood--Director. For a description of Mr. Earwood's background
and experience, see "Identification of Executive Officers and Senior Executives"
below.
Tim B. Clower--Alternate Director, age 57, is President and Chief Executive
Officer of GreyStone Power Corporation, an EMC. He has served as an Alternate
Director of Oglethorpe since September 1974, with his present term to expire in
March 1995. Mr. Clower serves on the Boards of Directors of Citizens & Merchants
State Bank and GEMC Workers' Compensation Fund.
HABERSHAM EMC
Herbert Church--Director, age 57, is a logging contractor. He has served on
the Board of Directors of Oglethorpe since August 1991, with his present term to
expire in March 1996. He has been a Director of Habersham EMC since 1977.
William E. Canup--Alternate Director, age 58, is the General Manager of
Habersham EMC. Mr. Canup was Manager of Engineering/Operations of Habersham EMC
from 1979 to 1984 and served as Assistant Manager of Habersham EMC from 1984 to
1986. He has served as an Alternate Director of Oglethorpe since July 1986, with
his present term to expire in March 1996.
HART EMC
Mac F. Oglesby--Director, age 61, served as Assistant Secretary-Treasurer
of Hart EMC from July 1986 through December 1987, when he was appointed
President. He has served as a Director of Oglethorpe since February 1987, with
his present term to expire in March 1994. He is currently a member of the
Planning and Construction Committee of Oglethorpe. He also was a U.S. Postal
Service Rural Carrier for 30 years.
Grooms Johnson--Alternate Director, age 64, has been the General Manager
of Hart EMC since March 1991. Prior to that time, he served as Assistant Manager
of Hart EMC. He has served as an Alternate Director of Oglethorpe since March
1991, with his present term to expire in March 1994. Mr. Johnson is also a
Director of Bank of Hartwell in Hartwell, Georgia.
IRWIN EMC
Benny W. Denham--Director. For a description of Mr. Denham's background and
experience, see "Identification of Executive Officers and Senior Executives"
below.
Harold Randall Crenshaw--Alternate Director, age 42, has been the General
Manager of Irwin EMC since February 1988. He has served as an Alternate Director
of Oglethorpe since February 1988, with his present term to expire in March
1995. He is a member and past Vice Chairman of the Finance Committee of
Oglethorpe.
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JACKSON EMC
E. L. McLocklin--Director, age 81, is a cattle farmer. He is also Chairman
of the Board of Directors of Jackson EMC. He has served as a Director of
Oglethorpe since October 1989, with his present term to expire in March 1996.
Randall Pugh--Alternate Director, age 50, is President and Chief Executive
Officer of Jackson EMC. From August 1984 to January 1988 he was General Manager
of Jackson EMC. He was also General Manager of Walton EMC from 1977 to August
1984. He has served as an Alternate Director of Oglethorpe since 1977. His
present term as Alternate Director will expire in March 1996. He is currently
the Chairman of the Finance Committee. Mr. Pugh is also a Director of the First
National Bank of Jackson County in Gainesville, Georgia.
JEFFERSON EMC
Sam Rabun--Director, age 62, is part owner of a livestock farm. He has
served as a Director of Oglethorpe since March 1993 with his present term to
expire in March 1996. Mr. Rabun is the President of Jefferson EMC.
Ralph E. Lewis--Alternate Director, age 49, has been the General Manager of
Jefferson EMC since 1979. He has served as an Alternate Director of Oglethorpe
since 1979, with his present term to expire in March 1996. He is also Vice
President of the GEMC Workers' Compensation Fund.
LAMAR EMC
E. J. Martin, Jr.--Director, age 66, is the owner of the Country Kitchen
restaurant in Barnesville, Georgia. He is a retired tax assessor and appraiser
for Lamar County. He has served on the Board of Directors of Oglethorpe since
March 1982, with his present term to expire in March 1994. He is a member of the
GEMC/Oglethorpe Human Resources Management Committee. Mr. Martin is the
President of Lamar EMC and a Director of GEMC.
J. Raleigh Henry--Alternate Director, age 43, is General Manager of Lamar
EMC. Prior to becoming General Manager, he served as Office Manager of Lamar
EMC. He has served as an Alternate Director of Oglethorpe since 1990, with his
present term to expire in March 1994.
LITTLE OCMULGEE EMC
J. D. Williams--Director, age 81, is currently retired. He has served on
the Board of Directors of Oglethorpe since March 1986, with his present term to
expire in March 1994. He is a member of Oglethorpe's Planning and Construction
Committee. He previously served as President, then as Vice President of Little
Ocmulgee EMC. Mr. Williams is also a Director of Security State Bank in McRae,
Georgia, and a Director of Farmers State Bank in Dublin, Georgia.
A. Arnold Horton--Alternate Director, age 47, is the General Manager of
Little Ocmulgee EMC. He previously served as Manager of Engineering and
Operations, and has been with Little Ocmulgee EMC since 1983. He has served as
the Alternate Director of Oglethorpe since March 1993, with his present term to
expire in March 1994.
MIDDLE GEORGIA EMC
Ronnie Fleeman--Director, age 59, is a self-employed land and timber
developer. He has served on the Board of Directors of Oglethorpe since 1990. His
present term as a Director will expire in March 1995. He is a member of the
GEMC/Oglethorpe Human Resources Management Committee.
Charles Hugh Richardson--Alternate Director, age 40, has been General
Manager of Middle Georgia EMC since June 1983. From January 1983 to June 1983,
he was Acting General Manager of Middle Georgia EMC, and
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from September 1976 to January 1983, he was Manager of Engineering at Middle
Georgia EMC. He has served as an Alternate Director of Oglethorpe since 1983,
with his present term to expire in March 1995.
MITCHELL EMC
D. Lamar Cooper--Director, age 58, operates a dairy farm. He has served on
the Board of Directors of Oglethorpe since September 1974. His present term as a
Director will expire in March 1996. He is a member of the Operations Committee
of Oglethorpe.
Gerald Freehling--Alternate Director, age 50, has been General Manager of
Mitchell EMC since September 1987. Since that time, he has served as an
Alternate Director of Oglethorpe. His present term expires in March 1996. He
previously served as General Manager of Steuben Rural Electric Cooperative in
Bath, New York.
OCMULGEE EMC
Barry H. Martin--Director, age 45, is a farmer. He has served on the Board
of Directors of Oglethorpe since March 1983. His present term as a Director
expires in March 1994. Mr. Martin is the President of Ocmulgee EMC.
Dennis Grenade--Alternate Director, age 53, has been employed by Ocmulgee
EMC since December 1957. He has been General Manager since October 1987 and was
previously Acting Manager and Manager of Operations. He has served as an
Alternate Director since October 1987 and his present term expires in March
1994. He is a member of the Finance Committee.
OCONEE EMC
John B. Floyd, Jr.--Director, age 51, has served on the Board of Directors
of Oglethorpe since March 1980, with his present term to expire in March 1996.
He is currently a member of the Finance Committee. He is the Vice Chairman of
the Board of Oconee EMC and is a Director of CFC. Mr. Floyd also serves as First
Vice President of The Four County Bank, as Vice President of The Four County
Insurance Agency, Inc., and as President of Twiggs Gin, Inc., a home
construction company in Allentown, Georgia.
Preston L. Johnson--Alternate Director, age 59, is President and Chief
Executive Officer of Oconee EMC. He has served as an Alternate Director of
Oglethorpe since September 1974, with his present term to expire in March 1996.
He was Secretary-Treasurer of Oglethorpe from September 1974 to March 1984.
OKEFENOKE RURAL EMC
Steve Rawl, Sr.--Director, age 47, has been President of Rawls, Inc., a
gift shop, since 1972. He has served as a Director of Oglethorpe since September
1993, with his present term to expire in March 1994. He is also a Director of
GEMC.
W. Don Holland--Alternate Director, age 43, is General Manager of Okefenoke
Rural EMC. He has served as an Alternate Director of Oglethorpe since 1979, with
his present term to expire in March 1994. He was formerly General Manager of
Little Ocmulgee EMC. He is currently Chairman of the Planning and Construction
Committee of Oglethorpe.
PATAULA EMC
James Grubbs--Director, age 71, is a farmer. He is involved with fertilizer
and chemical sales, and operates an air spray service and a peanut purchasing
plant. He has served on the Board of Directors of Oglethorpe since March 1983.
His present term as a Director will expire in March 1996. He is a member of the
Finance Committee of Oglethorpe.
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Gary W. Wyatt--Director, age 41, is General Manager of Pataula EMC. He has
served as an Alternate Director of Oglethorpe since July 1986, with his present
term to expire in March 1996. He previously was Operations Manager and
Assistant Operations Superintendent of Coosa Valley Electric Cooperative.
PLANTERS EMC
Sammy M. Jenkins--Director, age 67, is in the farm machinery business and
has been President of Jenkins Ford Tractor Co., Inc. since 1973. He has served
on the Board of Directors of Oglethorpe since March 1988, with his present term
to expire in March 1994. He is Vice President of Planters EMC. He was Vice
Chairman of the Board of Oglethorpe from March 1989 to March 1990.
Ellis H. Lovett--Alternate Director, age 58, is General Manager of Planters
EMC and has served as an Alternate Director of Oglethorpe since 1983. His
present term as an Alternate Director will expire in March 1994. He is a member
of the Operations Committee of Oglethorpe.
RAYLE EMC
J. M. Sherrer--Director, age 58, is the owner of a grocery, hardware, gas
and feed store. He has served on the Board of Directors of Oglethorpe since
September 1993, with his present term to expire in March 1994.
Wayne Poss--Alternate Director, age 48, has served as General Manager of
Rayle EMC since December 1992. Prior to that time, he served as Manager of
Engineering for Rayle EMC. He has served as an Alternate Director to Oglethorpe
since February 1993, with his present term to expire in March 1994. He is a
member of the GEMC/Oglethorpe External Affairs Committee.
SATILLA RURAL EMC
Jack D. Vickers--Director, age 76, is the owner and operator of a farm in
Coffee County, Georgia. He has served on the Board of Directors of Oglethorpe
since March 1975. His present term will expire in March 1994.
R. Lehman Lanier--Alternate Director, age 74, is President and Chief
Executive Officer of Satilla Rural EMC. He has served as an Alternate Director
of Oglethorpe since September 1974, and his present term expires in March 1994.
He is a member of the Operations Committee of Oglethorpe. He is also a Director
of Southeastern Data Cooperative, Inc.
SAWNEE EMC
C. W. Cox, Jr.--Director, age 66, is the owner of Cox Digging & Grading, a
general contracting sole proprietorship. He has served as a member of the Board
of Directors of Oglethorpe since February 1987, with his present term to expire
in March 1994. He is a member of the Planning and Construction Committee.
Michael A. Goodroe--Alternate Director, age 37, is Executive Vice President
and General Manager of Sawnee EMC. He previously served as Assistant General
Manager of Sawnee EMC. He has served as an Alternate Director of Oglethorpe
since 1990, with his present term to expire in March 1994. He is a member of the
GEMC/Oglethorpe External Affairs Committee.
SLASH PINE EMC
Johnnie Crumbley--Director, age 71, is President of Slash Pine EMC. He
retired in 1982 from the Seaboard Coastline System. He has served as a member of
the Board of Directors of Oglethorpe since March 1978, with his present term to
expire in March 1996. He is also a Director of GEMC.
Edward Teston--Alternate Director, age 59, is Manager of Slash Pine EMC. He
has served as an Alternate Director of Oglethorpe since 1985, with his present
term to expire in March 1996.
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SNAPPING SHOALS EMC
Jarnett W. Wigington--Director, age 61, is a self-employed wallpapering
contractor. He has served on the Board of Directors of Oglethorpe since 1990.
His present term expires in March 1994. He is a member of the Executive
Committee of Oglethorpe.
J. E. Robinson--Alternate Director, age 74, is President, Cheif Executive
Officer and Manager of Snapping Shoals EMC. He has been Manager of Snapping
Shoals EMC since 1953. He has served as an Alternate Director of Oglethorpe
since September 1974, with his present term to expire in March 1994. Mr.
Robinson is also a Director of the First National Bank of Newton County.
SUMTER EMC
Bob Jernigan--Director, age 66, is a manager for Mike L. Moon Enterprises
in Columbus, Georgia, which among other things, is involved in real estate
development and wholesale and retail women's apparel. He has served as a
Director of Oglethorpe since March 1976, with his present term to expire in
March 1996. He served as Vice Chairman of the Board of Directors of Oglethorpe
from March 1990 to March 1993. He is currently a member of the Executive
Committee. He is the President of Sumter EMC and a Director of GEMC.
James T. McMillan--Alternate Director, age 44, has been General Manager of
Sumter EMC since 1984. Prior to that time, he served as Manager of the Staff
Services Department of Sumter EMC, Manager of the Construction and Maintenance
Department of Sumter EMC, and Manager of the Office Services Department of
Sumter EMC. He has served as an Alternate Director of Oglethorpe since 1984,
with his present term to expire in March 1996.
THREE NOTCH EMC
C. Willard Mims--Director, age 47, is a farmer. He has served on the Board
of Directors since 1991, with his present term to expire in March 1996. He is a
member of the GEMC/Oglethorpe External Affairs Committee. He is also a Director
of GEMC.
Carlton O. Thomas--Alternate Director, age 46, has been General Manager of
Three Notch EMC since 1990. Prior to that time, he served as Office Manager of
Three Notch EMC. He has served as an Alternate Director of Oglethorpe since
1990, with his present term to expire in March 1996. He is also a Director of
First Federal Savings Bank of Southwest Georgia.
TRI-COUNTY EMC
James E. Dooley--Director, age 67, is self-employed in the real estate
business. He has served on the Board of Directors of Oglethorpe since November
1986, with his present term to expire in March 1996. Prior to his retirement in
1982, he was employed as a Director in the U.S. Department of Agriculture.
Carol Robertson--Alternate Director, age 45, is the General Manager of
Tri-County EMC. She has served as an Alternate Director of Oglethorpe since July
1988, with her present term to expire in March 1996. She is a member of the
GEMC/Oglethorpe External Affairs Committee.
TROUP EMC
Willis T. Woodruff--Director, age 68, is a self-employed cattleman. He has
served on the Board of Directors of Oglethorpe since March 1987, with his
present term to expire in March 1995. He is also a Director of GEMC.
Wayne Livingston--Alternate Director, age 42, has been the Executive Vice
President and General Manager of Troup EMC since September 1987. Prior to that
time, he was General Manager of Ocmulgee EMC. He has served
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as an Alternate Director of Oglethorpe since 1978, with his present term to
expire in March 1995. He is a member of the Finance Committee.
UPSON COUNTY EMC
Hubert Hancock--Director, age 77, has been President of the Upson County
EMC for the past 33 years. He has served as a Director of Oglethorpe since
September 1974, serving as Vice President from 1975 to 1978, as President from
March 1984 to July 1986, and as Chairman of the Board from July 1986 to March
1989. His present term as Director expires in March 1995, and he currently
serves on the Executive Committee of Oglethorpe. Prior to his involvement with
Oglethorpe and Upson County EMC, Mr. Hancock was a general farmer as well as a
peach farmer and cattle farmer. Mr. Hancock is also a Director of West Central
Georgia Bank in Thomaston, Georgia, Chairman of Upson County Hospital Authority,
and a member of the Thomaston Upson County Industrial Authority.
Walter E. Hammond--Alternate Director, age 62, is General Manager of Upson
County EMC. He has served as an Alternate Director of Oglethorpe since 1978, and
his present term will expire in March 1995.
WALTON EMC
Bob J. Dickens--Director, age 67, retired in 1988 from Thornton Brothers
Paper Company, Inc. in Athens, Georgia. He has served on the Board of Directors
of Oglethorpe since March 1987, and his present term expires in March 1995. He
is a member of Oglethorpe's Operations Committee.
D. Ronnie Lee--Alternate Director, age 45, has been General Manager of
Walton EMC since August 1993. Prior to that time, he served as Manager of
Engineering and Operations from January 1979 to August 1993 for Walton EMC. He
has served as an Alternate Director of Oglethorpe since September 1993, with his
present term to expire in March 1995.
WASHINGTON EMC
W. W. Archer--Director, age 62, is a self-employed insurance agent and
cattle farmer. He has served on Oglethorpe's Board of Directors since September
1987, and his present term expires in March 1995. He is also a Director of the
Bank of Hancock County in Sparta, Georgia.
Robert S. Moore, Sr.--Alternate Director, age 64, has been General Manager
of Washington EMC since April 1982. Prior to that time, he was Assistant General
Manager of Washington EMC. He has served as an Alternate Director of Oglethorpe
since 1982, with his present term to expire in March 1995. He is a member of the
Planning and Construction Committee of Oglethorpe.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS AND SENIOR EXECUTIVES:
Oglethorpe is managed and operated under the direction of a President and
Chief Executive Officer, who is appointed by the Board of Directors. The
executive officers of Oglethorpe and their principal occupations are as follows:
J. Calvin Earwood, Chairman of the Board, age 52, has served as a principal
executive officer of Oglethorpe since March 1984 (from March 1984 to July 1986,
as Vice President; from July 1986 to March 1989, as Vice Chairman of the Board;
and since March 1989, as Chairman of the Board). Mr. Earwood has served as a
Director of Oglethorpe since March 1981, with his present term to expire in
March 1995. He is currently the Chairman of the Executive Committee of
Oglethorpe and a member of the GEMC/Oglethorpe Human Resources Management
Committee. He was previously a member of the Operations Review Committee of
Oglethorpe. From 1965 through 1982, Mr. Earwood was a salesman and part owner
of Builders Equipment Company. Since January 1983 he has been the owner and
President of Sunbelt Fasteners, Inc., which sells specialty tools and fasteners
to the
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commercial construction trade. He is also Chairman of the Board of Directors of
Community Trust Bank in Hiram, Georgia and a Director of GreyStone Power
Corporation.
Benny W. Denham--Vice Chairman of the Board, age 63, has served as a
principal executive officer of Oglethorpe since March 1993. He has served as a
member of Oglethorpe's Executive Committee and on the Board of Directors of
Oglethorpe since December 1988. His present term will expire in March 1995. He
was previously a member of the Power Planning and Technical Advisory Committee
of Oglethorpe. He is also the past President of GEMC and currently serves on
GEMC's Executive Committee and is a Director of Community National Bank in
Ashland, Georgia. Mr. Denham is a Director of Irwin EMC.
John S. Dean, Sr., Secretary-Treasurer, age 54, has served as
Secretary-Treasurer of Oglethorpe since March 1989. He has served as an
Alternate Director of Oglethorpe since 1975, with his present term to expire in
March 1995. He is currently a member of the Finance Committee and an ex officio
member of the Executive Committee. He previously served on Oglethorpe's
Operations Review Committee. Mr. Dean has been General Manager/Chief Executive
Officer of Amicalola EMC since 1974. Prior to his employment with Amicalola EMC,
he was Controller of Pickens General Hospital. Currently, he is on the Board of
Directors of Southeastern Data Cooperative, Inc., Crescent Bank & Trust Company,
CoBank, and GEMC Workers' Compensation Fund. Mr. Dean has a Bachelor of Arts
degree in Accounting from the University of Georgia.
T. D. Kilgore, President and Chief Executive Officer, age 46, has served as
an executive of Oglethorpe since July 1984 (from July 1984 to July 1986, as
Division Manager, Power Supply; July 1986 to July 1991, as Senior Vice
President, Power Supply; and since July 1991, as President and Chief Executive
Officer). Mr. Kilgore served as Executive Vice President of GEMC from December
1991 to June 1992. He has served as President and Chief Executive Officer of
GEMC from June 1992 until the present. Mr. Kilgore has over 20 years of utility
experience, including five years in senior management positions with Arkansas
Power & Light Co. and seven years as a civilian employee with the Department of
the Army in positions ranging from reliability engineering to construction
management. Mr. Kilgore has served on various industry committees including
Electric Power Research Institute's Board of Directors and its Advanced Power
Systems Division and Coal System Division Advisory Committees. He has also
served on the Boards of Directors of the U.S. Committee for Energy Awareness,
the Advanced Reactor Corporation, on the Edison Electric Institute's Power Plant
Availability Improvement Task Force and the Nuclear Power Oversight Committee,
an organization of industry executives which considers policy issues for the
nation's nuclear power industry. Mr. Kilgore currently serves on the Board of
Directors of the Georgia Chamber of Commerce and on the National Rural Electric
Cooperative Association's Power and Generation Committee. Mr. Kilgore has a BS
degree in mechanical engineering from the University of Alabama, where he has
been recognized as a Distinguished Engineering Fellow, and a ME degree in
industrial engineering from Texas A&M.
The senior executives assisting Mr. Kilgore, their areas of responsibility
and a brief summary of their experience are as follows:
Charles T. Autry, Senior Vice President and General Counsel, age 45, has
served as an executive of Oglethorpe since February 1986 (from February 1986 to
July 1986, as Corporate Counsel; from July 1986 to December 1989, as General
Counsel; from December 1989 to November 1991, as Senior Vice President,
Governmental Affairs and General Counsel; from November 1991 to February 1994,
as Senior Vice President, Corporate Services and General Counsel; and since
February 1994, as Senior Vice President and General Counsel). Prior to that
time, Mr. Autry served as Staff Attorney from August 1979 to January 1985 and as
Corporate Attorney from January 1985 to February 1986. Mr. Autry joined
Oglethorpe in August 1979 after five years of military and private practice
experience. He has been admitted to practice before all State Courts in Georgia
as well as the Federal District Court for the Northern District of Georgia, and
the Fifth and Eleventh Circuit Courts of Appeal and the U. S. Tax Court. He has
a BA degree from the University of Georgia, a JD degree from the University of
Alabama School of Law, a LLM degree in Taxation from Emory University School of
Law, and an MBA degree from Georgia State University.
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Eugen Heckl, Senior Vice President and Chief Financial Officer, age 59, has
served as an executive of Oglethorpe since March 1975 (from March 1975 to July
1986, as senior finance and accounting executive; from July 1986 to February
1994 as Senior Vice President, Finance; and since February 1994, as Senior Vice
President and Chief Financial Officer). Mr. Heckl has approximately 30 years of
experience, including ten years as a consultant and auditor to electric
utilities with Arthur Andersen & Co. and two years as Secretary-Treasurer of
Davis Brothers, Inc. Mr. Heckl is a Certified Public Accountant in Georgia and
has a BS degree in accounting from Samford University and an MBA degree from
Emory University. Mr. Heckl has served as a Director of the GEMC Federal Credit
Union since 1983, and as its Chief Financial Officer since 1984.
G. Stanley Hill, Senior Vice President, External Affairs, age 58, has
served as an executive of Oglethorpe since October 1975 (from October 1975 to
November 1988, as Director of Planning, Director of Power Supply and Planning,
Division Manager, Power Supply and Engineering, Division Manager, Engineering,
Senior Vice President, Planning and System Operations; from November 1988 to
November 1991, as Senior Vice President, Administration; from November 1991 to
February 1994, as Senior Vice President, Marketing and Customer Service and
since February 1994, as Senior Vice President, External Affairs). Mr. Hill has
approximately 36 years experience with electric utilities, including four years
in the Engineering Department of the South Carolina Public Service Authority and
11 years as engineer and senior engineer with Southern Engineering Company of
Georgia, a consulting engineering firm. Mr. Hill is a registered Professional
Engineer and a certified Cogeneration Professional in Georgia and has a BS
degree in electrical engineering from Clemson University and an MBA degree from
Georgia State University. Mr. Hill is presently an Oglethorpe representative on
the Joint Committee. For information about the Joint Committee, see "CO-OWNERS
OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS-The Joint Committee
Agreement" in Item 1.
W. Clayton Robbins, Senior Vice President and Group Executive, Support
Services, age 47, has served as an executive of Oglethorpe since December 1991
(from December 1991 to February 1994, as Vice President, Corporate Performance,
and since February 1994, as Senior Vice President and Group Executive, Support
Services). Prior to that time, Mr. Robbins served as Department Manager, Project
Services, from September 1986 to November 1988; as Program Director, Marketing
Research and Analysis, from November 1988 to December 1989; and as Vice
President, Marketing Research and Analysis, from December 1989 to December 1991.
Before coming to Oglethorpe, Mr. Robbins spent 17 years with the
Stearns-Catalytic World Corporation and various subsidiaries, including 13 years
in management positions responsible for Human Resources, Information Systems,
Contracts, Insurance, Accounting, and Project Controls. Mr. Robbins has a BA
degree in Business Administration from the University of North Carolina at
Charlotte.
David L. Self, Senior Vice President and Group Executive, Generation, age
65, has served as an executive of Oglethorpe since August 1991 (from August 1991
to November 1991, as Senior Vice President, Power Supply; from November 1991 to
February 1994, Senior Vice President, Operations; and since February 1994, as
Senior Vice President and Group Executive, Generation). Mr. Self joined
Oglethorpe in February 1988 as the corporation's on-site representative at Plant
Hatch after 30 years in the United States Navy and five years with Illinois
Power Company. He is a member of the Board of Trustees of Southern Tech
Foundation, Inc. He has a BS degree from Saint Mary's College in California. Mr.
Self is presently the Oglethorpe representative on both the Nuclear Managing
Board and the Plant Scherer Managing Board, and is an Oglethorpe representative
on the Joint Committee. For information about the Managing Boards and the
Joint Committee, see "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION
AGREEMENTS-The Plant Agreements" and "-The Joint Committee Agreement" in Item 1.
Nelson G. Hawk, Vice President and Group Executive, Marketing, age 44,
joined Oglethorpe in February 1994 after almost 24 years of electric utility
experience. Prior to coming to Oglethorpe, he held various management positions
with Florida Power & Light Company and related subsidiaries, including as
Director of Regulatory Affairs at Florida Power & Light from October 1993 to
January 1994; as Director of Market Planning from July 1991 to September 1993;
and as Director of Strategic Business and President of FPL Enersys Services,
Inc. (a utility subsidiary providing energy services to commercial/industrial
customers) from April 1989 to June 1991. Mr. Hawk has a BS degree in Electrical
Engineering from Georgia Institute of Technology and an MBA degree from Florida
International University.
59
<PAGE>
Wylie H. Sanders, Vice President and Group Executive, Transmission, age 57,
joined Oglethorpe in January 1994 after 35 years of utility experience,
including 20 years in management positions with Florida Power & Light Company.
Prior to coming to Oglethorpe, he served as Division Commercial Manager from
April 1973 to August 1983; as District General Manager from August 1983 to July
1991; and as Director of Transmission from July 1991 to September 1993 with
Florida Power & Light. Mr. Sanders has a Bachelor's degree in Industrial
Engineering from Georgia Institute of Technology and has participated in Harvard
University's postgraduate Program for Management Development.
60
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for Oglethorpe's President and Chief
Executive Officer and the four most highly compensated senior executives all
compensation paid or accrued for services rendered in all capacities during the
years ended December 31, 1993, 1992 and 1991. Amounts included in the table
under "Bonus" represent payments based on an incentive compensation policy. All
amounts paid under this policy are fully at risk each year and are earned based
upon the achievement of corporate goals and each individual's contribution to
achieving those goals. In conjunction with this policy, base salaries remain
fairly stable and are targeted below the market valuations for similar
positions.
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
NAME AND ------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(3) COMPENSATION
- ------------------ ---- -------- -------- ------------
<S> <C> <C> <C> <C>
T. D. Kilgore 1993 $211,250 $ 0 $6,256(1)
President and Chief Executive Officer 1992 195,000 0 5,891
1991 181,147 0 (2)
Eugen Heckl 1993 142,114 12,228 5,103(1)
Sr. Vice President and Chief 1992 142,114 19,135 4,079
Financial Officer 1991 142,114 0 (2)
G. Stanley Hill 1993 140,000 12,580 4,905(1)
Sr. Vice President, 1992 140,000 18,195 4,391
External Affairs 1991 134,872 0 (2)
Charles T. Autry 1993 139,750 10,991 4,326(1)
Sr. Vice President and 1992 139,750 16,950 4,232
General Counsel 1991 139,750 0 (2)
David L. Self 1993 135,000 12,143 5,077(1)
Sr. Vice President and 1992 131,800 18,286 4,168
Group Executive, Generation 1991 110,067 0 (2)
<FN>
- -------------------------
(1) Includes contributions made in 1993 by Oglethorpe under the 401(k)
Retirement Savings Plan on behalf of Messrs. Kilgore, Heckl, Hill, Autry and
Self in the amounts of $4,497, $4,497, $4,200, $4,193 and $4,050, respectively,
and above market amounts of interest earned by Messrs. Kilgore, Heckl, Hill,
Autry and Self on deferred compensation amounts paid by Oglethorpe in the
amounts of $1,759, $606, $705, $133, and $1,027, respectively.
(2) In accordance with the transition provision applicable to the Commission's
new rules regarding executive compensation disclosure, Oglethorpe is not
required to provide any information for fiscal year 1991.
(3) Mr. Kilgore is not a participant in the incentive compensation program. His
compensation is governed solely by the Board of Directors.
</TABLE>
61
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------
AVERAGE COMPENSATION 15 20 25 OR MORE
- -------------------- ------ ------ ----------
<S> <C> <C> <C>
$125,000 . . . . . . . . . . . . . . $35,592 $47,456 $ 59,320
150,000 . . . . . . . . . . . . . . 43,092 57,456 71,820
175,000 . . . . . . . . . . . . . . 50,592 67,456 84,320
200,000 . . . . . . . . . . . . . . 58,092 77,456 96,820
225,000 . . . . . . . . . . . . . . 65,592 87,456 109,320
250,000 . . . . . . . . . . . . . . 68,844 91,792 114,740
</TABLE>
The preceding table shows estimated annual straight life annuity benefits
payable upon retirement to persons in specified compensation and
years-of-service classifications assuming such persons had attained age 65 and
retired during 1993. For purposes of calculating pension benefits, compensation
is defined as total salary and bonus, as shown in the above Summary Compensation
Table. Because covered compensation changes each year, the estimated pension
benefits for the classifications above will also change in future years. The
above pension benefits are not subject to any deduction for Social Security or
other offset amounts.
As of December 31, 1993, the years of credited service under the Pension
Plan for the individuals listed in the Summary Compensation Table are as
follows:
<TABLE>
<CAPTION>
YEARS OF
NAME CREDITED SERVICE
---- ----------------
<S> <C>
Mr. Kilgore. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Mr. Heckl. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Mr. Autry. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Mr. Hill . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Mr. Self . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
COMPENSATION OF DIRECTORS
Oglethorpe pays its Directors a per diem fee of $200 for meetings attended
or $50 for meetings conducted by conference call. Additionally, Oglethorpe
reimburses its Directors for out-of-pocket expenses incurred in attending a
meeting. Alternate Directors serving as a Director at any meeting receive
neither the per diem payment nor the expense reimbursement to which a Director
is entitled. The Member of which the Alternate Director is the manager receives
reimbursement for the Alternate Director's out-of-pocket expenses.
The Chairman of the Board is also paid at least one day's per diem of $200
each month for time involved in carrying out his official duties in addition to
the regularly scheduled Board Meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
W. F. Farr, J. Calvin Earwood, Ronnie Fleeman, E. J. Martin, Jr. and
Robert A. Reeves serve as members of the GEMC/Oglethorpe Human Resources
Management Committee which functions as Oglethorpe's compensation committee.
J. Calvin Earwood has served as an executive officer of Oglethorpe since 1984
and has served as the Chairman of the Board since 1989.
62
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
63
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
PAGE
----
(a) LIST OF DOCUMENTS FILED AS A PART OF THIS REPORT.
(1) FINANCIAL STATEMENTS (Included under "Item 8. Financial
Statements and Supplementary Data")
Statements of Revenues and Expenses, For the Years
Ended December 31, 1993, 1992 and 1991. . . . . . . . . . 33
Statements of Patronage Capital, For the Years Ended
December 31, 1993, 1992 and 1991. . . . . . . . . . . . . 33
Balance Sheets, As of December 31, 1993 and 1992 . . . . . 34
Statements of Capitalization, As of December 31, 1993
and 1992. . . . . . . . . . . . . . . . . . . . . . . . . 36
Statements of Cash Flows, For the Years Ended December
31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . 37
Notes to Financial Statements. . . . . . . . . . . . . . . 38
Report of Management . . . . . . . . . . . . . . . . . . . 48
Report of Independent Public Accountants . . . . . . . . . 48
(2) FINANCIAL STATEMENT SCHEDULES
Schedule I -- Marketable Securities--Other Security
Investments, As of December 31, 1993 78
Schedule V -- Utility Plant, Including Intangibles, For the
Years Ended December 31, 1993, 1992 and 1991 79
Schedule VI -- Accumulated Provision for Depreciation
of Utility Plant, For the Years Ended
December 31, 1993, 1992 and 1991 82
Schedule X -- Supplementary Income Statement
Information, For the Years Ended
December 31, 1993, 1992 and 1991 85
(3) EXHIBITS
NUMBER DESCRIPTION
- ------ -----------
*3(i) -- Restated Articles of Incorporation of Oglethorpe, dated as
of July 26, 1988. (Filed as Exhibit 3.1 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1988, File
No. 33-7591.)
*3(ii) -- Bylaws of Oglethorpe as amended November 8, 1993. (Filed as
Exhibit 3.2 to the Registrant's Form 10-Q for the quarterly
period ended September 30, 1993, File No. 33- 7591.)
*4.1 -- Serial Facility Bond (included in Collateral Trust Indenture
listed as Exhibit 4.2).
*4.2 -- Collateral Trust Indenture, dated as of October 15, 1986,
between OPC Scherer Funding Corporation, Oglethorpe and
Trust Company Bank, a banking corporation, as Trustee.
(Filed
64
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
as Exhibit 4.2 to the Registrant's Form S-1 Registration
Statement, File No. 33- 7591, filed on October 9, 1986.)
*4.3 -- Refunding Lessor Notes. (Filed as Exhibit 4.3.1 to the
Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*4.4(a) -- Nonrecourse Promissory Secured Note, due June 30, 2011, from
Wilmington Trust Company and William J. Wade, as Owner
Trustees, to Columbia Bank for Cooperatives. (Filed as
Exhibit 4.3.4 to the Registrant's Form S-1 Registration
Statement, File No. 33- 7591, filed on October 9, 1986.)
*4.4(b) -- First Amendment to Nonrecourse Promissory Secured Note,
dated as of June 30, 1987, by Wilmington Trust Company and
The Citizens and Southern National Bank, as Owner Trustee
under Trust Agreement No. 1 with IBM Credit Financing
Corporation, to Columbia Bank for Cooperatives. (Filed as
Exhibit 4.3.4(a) to the Registrant's Form 10-K for the
fiscal year ended December 31, 1987, File No. 33-7591.)
*4.5(a) -- Indenture of Trust, Deed to Secure Debt and Security
Agreement No. 2, dated December 30, 1985, between Wilmington
Trust Company and William J. Wade, as Owner Trustees under
Trust Agreement No. 2 dated December 30, 1985, with Ford
Motor Credit Company and The First National Bank of Atlanta,
as Indenture Trustee, together with a Schedule identifying
three other substantially identical Indentures of Trust,
Deeds to Secure Debt and Security Agreements. (Filed as
Exhibit 4.4(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*4.5(b) -- First Supplemental Indenture of Trust, Deed to Secure Debt
and Security Agreement No. 2 (included as Exhibit A to the
Supplemental Participation Agreement No. 2 listed as
10.1.1(b)).
*4.5(c) -- First Supplemental Indenture of Trust, Deed to Secure Debt
and Security Agreement No. 1, dated as of June 30, 1987,
between Wilmington Trust Company and The Citizens and
Southern National Bank, collectively as Owner Trustee under
Trust Agreement No. 1 with IBM Credit Financing Corporation,
and The First National Bank of Atlanta, as Indenture
Trustee. (Filed as Exhibit 4.4(c) to the Registrant's Form
10-K for the fiscal year ended December 31, 1987, File No.
33-7591.)
*4.6(a) -- Lease Agreement No. 2 dated December 30, 1985, between
Wilmington Trust Company and William J. Wade, as Owner
Trustees under Trust Agreement No. 2, dated December 30,
1985, with Ford Motor Credit Company, Lessor, and
Oglethorpe, Lessee, with a Schedule identifying three other
substantially identical Lease Agreements. (Filed as Exhibit
4.5(b) to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.6(b) -- First Supplement To Lease Agreement No. 2 (included as
Exhibit B to the Supplemental Participation Agreement No. 2
listed as 10.1.1(b)).
*4.6(c) -- First Supplement to Lease Agreement No. 1, dated as of June
30, 1987, between The Citizens and Southern National Bank as
Owner Trustee under Trust Agreement No. 1 with IBM Credit
Financing Corporation, as Lessor, and Oglethorpe, as Lessee.
(Filed as Exhibit 4.5(c) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1987, File No. 33-7591.)
65
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
*4.7(a) -- Amended and Consolidated Loan Contract dated as of June 1,
1984 between Oglethorpe and the United States of America, as
amended and supplemented, together with eleven notes
executed and delivered pursuant thereto. (Filed as Exhibit
4.6 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.7(b) -- Amendments, dated October 17, 1986, and January 9, 1987, to
Amended and Consolidated Loan Contract dated as of June 1,
1984 between Oglethorpe and the United States of America.
(Filed as Exhibit 4.6(a) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1986, File No. 33-7591.)
*4.7(c) -- Amendment, dated September 30, 1988, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(b) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1988, File No. 33-7591.)
*4.7(d) -- Amendment, dated March 20, 1990, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(c)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1989, File No. 33-7591.)
*4.7(e) -- Amendment, dated July 1, 1991, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(d)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1991, File No. 33-7591.)
*4.7(f) -- Amendment, dated April 6, 1992, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(e)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)
*4.7(g) -- Amendment, dated June 12, 1992, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(f)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)
*4.7(h) -- Amendment, dated October 20, 1992, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(g) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1992, File No. 33-7591.)
*4.7(i) -- Amendment, dated February 25, 1993, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(h) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1992, File No. 33-7591.)
4.7(j) -- Amendment, dated August 26, 1993, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America.
66
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
*4.8.1(a) -- Mortgage and Security Agreement made by Oglethorpe to United
States of America dated as of January 8, 1975. (Filed as
Exhibit 4.12(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*4.8.1(b) -- Supplemental Mortgage made by Oglethorpe to United States of
America dated as of January 6, 1977. (Filed as Exhibit
4.12(a) to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.8.2(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America
and Trust Company Bank, as trustee under certain indentures
identified therein, Mortgagees, dated as of November 1,
1978. (Filed as Exhibit 4.11(c) to the Registrant's Form S-1
Registration Statement, File No. 33- 7591, filed on October
9, 1986.)
*4.8.2(b) -- Confirmation of Execution And Delivery of Notes And First
Amendment to Consolidated Mortgage and Security Agreement,
dated as of January 11, 1979. (Filed as Exhibit 4.11(b) to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*4.8.2(c) -- Supplement and Second Amendment to Consolidated Mortgage and
Security Agreement made by and among Oglethorpe, Mortgagor,
and United States of America and Trust Company Bank, as
Trustee, Mortgagees, dated April 30, 1980. (Filed as Exhibit
4.11(a) to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.8.3 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America
and Trust Company Bank, as trustee under certain indentures
identified therein, Mortgagees, dated as of September 15,
1982. (Filed as Exhibit 4.10 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)
*4.8.4 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of June 1, 1984. (Filed as Exhibit 4.9
to the Registrant's Form S-1 Registration Statement, File
No. 33-7591, filed on October 9, 1986.)
*4.8.5 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of December 1, 1984. (Filed as Exhibit
4.8 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.8.6(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of October 15, 1985. (Filed as Exhibit
4.7 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*4.8.6(b) -- First Supplement and Amendment to Consolidated Mortgage and
Security Agreement made by and among Oglethorpe, Mortgagor,
and United States of America, Columbia Bank for
67
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
Cooperatives, and Trust Company Bank, as trustee under
certain indentures identified therein, Mortgagees, dated as
of November 1, 1988. (Filed as Exhibit 4.7(a) to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1988, File No. 33- 7591.)
*4.8.7(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of December 1, 1989. (Filed as Exhibit
4.19 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1989, File No. 33-7591.)
*4.8.7(b) -- Supplement to Consolidated Mortgage and Security Agreement
made by and among Oglethorpe, Mortgagor, and United States
of America, National Bank for Cooperatives, and Trust
Company Bank, as trustee under certain indentures identified
therein, Mortgagees, dated as of November 20, 1990. (Filed
as Exhibit 4.19(a) to the Registrant's Form 10-K for the
fiscal year ended December 31, 1990, File No. 33-7591.)
*4.8.8 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of April 1, 1992. (Filed as Exhibit
4.21 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)
*4.8.9 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of October 1, 1992. (Filed as Exhibit
4.22 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)
*4.8.10 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of December 1, 1992. (Filed as Exhibit
4.23 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)
4.8.11 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of September 1, 1993.
++4.9.1 -- Loan Agreement, dated as of October 1, 1992, between
Development Authority of Monroe County and Oglethorpe
relating to Development Authority of Monroe County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Scherer
Project), Series 1992A.
++4.9.2 -- Note, dated October 1, 1992, from Oglethorpe to Trust
Company Bank, as trustee acting pursuant to a Trust
Indenture, dated as of October 1, 1992, between Development
Authority of Monroe County and Trust Company Bank.
68
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
++4.9.3 -- Trust Indenture, dated as of October 1, 1992, between
Development Authority of Monroe County and Trust Company
Bank, Trustee, relating to Development Authority of Monroe
County Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Scherer Project), Series 1992A.
+4.10.1 -- Loan Agreement, dated as of April 1, 1992, between
Development Authority of Burke County and Oglethorpe
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1992A.
+4.10.2 -- Note, dated April 1, 1992, from Oglethorpe to Trust Company
Bank, as trustee acting pursuant to a Trust Indenture, dated
as of April 1, 1992, between Development Authority of Burke
County and Trust Company Bank.
+4.10.3 -- Trust Indenture, dated as of April 1, 1992, between
Development Authority of Burke County and Trust Company
Bank, as trustee, relating to Development Authority of Burke
County Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1992A.
+4.10.4 -- First Amended and Restated Letter of Credit Reimbursement
Agreement, dated as of June 1, 1992, as amended by First
Amendment to First Amended and Restated Letter of Credit
Reimbursement Agreement, dated as of September 15, 1993,
between Credit Suisse and Oglethorpe relating to an
Irrevocable Letter of Credit issued in connection with the
Development Authority of Burke County Adjustable Tender
Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1992A.
+++4.11.1 -- Loan Agreement, dated as of December 1, 1992, between
Development Authority of Burke County and Oglethorpe
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.
+++4.11.2 -- Note, dated December 1, 1992, from Oglethorpe to Trust
Company Bank, as trustee acting pursuant to a Trust
Indenture, dated as of December 1, 1992, between Development
Authority of Burke County and Trust Company Bank.
+++4.11.3 -- Trust Indenture, dated as of December 1, 1992, from
Development Authority of Burke County to Trust Company Bank,
as trustee, relating to Development Authority of Burke
County Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1993A.
+++4.11.4 -- Interest Rate Swap Agreement, dated as of December 1, 1992,
by and between Oglethorpe and AIG Financial Products Corp.
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.
+++4.11.5 -- Liquidity Guaranty Agreement, dated as of December 1, 1992,
by and between Oglethorpe and AIG Financial Products Corp.
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.
69
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
+4.11.6 -- Standby Bond Purchase Agreement, dated as of November 30,
1993, between Oglethorpe and The Industrial Bank of Japan,
Limited relating to Development Authority of Burke County
Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1993A.
*4.12.1 -- Loan Agreement, Loan No. T-840901, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of September 14,
1984. (Filed as Exhibit 4.14.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*4.12.2 -- Promissory Note, Loan No. T-840901, in the original
principal amount of $8,995,000 from Oglethorpe to Columbia
Bank for Cooperatives, dated as of November 1, 1984. (Filed
as Exhibit 4.14.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*4.13.1 -- Loan Agreement, Loan No. T-831222, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of December 30,
1983. (Filed as Exhibit 4.16.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*4.13.2 -- Promissory Note, Loan No. T-831222, in the original
principal amount of $2,376,000 from Oglethorpe to Columbia
Bank for Cooperatives, dated as of June 1, 1984. (Filed as
Exhibit 4.16.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*4.14.1 -- Loan Agreement, Loan No. T-830404, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of April 29, 1983.
(Filed as Exhibit 4.18.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*4.14.2 -- Promissory Note, Loan No. T-830404-1, in the original
principal amount of $9,935,000, from Oglethorpe to Columbia
Bank for Cooperatives, dated as of April 29, 1983. (Filed as
Exhibit 4.18.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*4.14.3 -- Security Deed and Security Agreement, dated April 29, 1983,
between Oglethorpe and Columbia Bank for Cooperatives.
(Filed as Exhibit 4.18.3 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.1.1(a) -- Participation Agreement No. 2 among Oglethorpe as Lessee,
Wilmington Trust Company as Owner Trustee, The First
National Bank of Atlanta as Indenture Trustee, Columbia Bank
for Cooperatives as Loan Participant and Ford Motor Credit
Company as Owner Participant, dated December 30, 1985,
together with a Schedule identifying three other
substantially identical Participation Agreements. (Filed as
Exhibit 10.1.1(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.1.1(b) -- Supplemental Participation Agreement No. 2. (Filed as
Exhibit 10.1.1(a) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.1.1(c) -- Supplemental Participation Agreement No. 1, dated as of
June 30, 1987, among Oglethorpe as Lessee, IBM Credit
Financing Corporation as Owner Participant, Wilmington Trust
Company and The Citizens and Southern National Bank as Owner
Trustee, The First National Bank of Atlanta, as Indenture
Trustee, and Columbia Bank for Cooperatives, as
70
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
Loan Participant. (Filed as Exhibit 10.1.1(c) to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1987, File No. 33-7591.)
*10.1.2 -- General Warranty Deed and Bill of Sale No. 2 between
Oglethorpe, Grantor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees under Trust Agreement No.
2, dated December 30, 1985, with Ford Motor Credit Company,
Grantee, together with a Schedule identifying three
substantially identical General Warranty Deeds and Bills of
Sale. (Filed as Exhibit 10.1.2 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)
*10.1.3(a) -- Supporting Assets Lease No. 2, dated December 30, 1985,
between Oglethorpe, Lessor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees, under Trust Agreement
No. 2, dated December 30, 1985, with Ford Motor Credit
Company, Lessee, together with a Schedule identifying three
substantially identical Supporting Assets Leases. (Filed as
Exhibit 10.1.3 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.1.3(b) -- First Amendment to Supporting Assets Lease No. 2, dated as
of November 19, 1987, together with a Schedule identifying
three substantially identical First Amendments to Supporting
Assets Leases. (Filed as Exhibit 10.1.3(a) to the
Registrant's Form 10-K for the fiscal year ended December
31, 1987, File No. 33-7591.)
*10.1.4(a) -- Supporting Assets Sublease No. 2, dated December 30, 1985,
between Wilmington Trust Company and William J. Wade, as
Owner Trustees under Trust Agreement No. 2 dated December
30, 1985, with Ford Motor Credit Company, Sublessor, and
Oglethorpe, Sublessee, together with a Schedule identifying
three substantially identical Supporting Assets Subleases.
(Filed as Exhibit 10.1.4 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.1.4(b) -- First Amendment to Supporting Assets Sublease No. 2, dated
as of November 19, 1987, together with a Schedule
identifying three substantially identical First Amendments
to Supporting Assets Subleases. (Filed as Exhibit 10.1.4(a)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1987, File No. 33-7591.)
*10.1.5 -- Tax Indemnification Agreement No. 2, dated December 30,
1985, between Ford Motor Credit Company, Owner Participant,
and Oglethorpe, Lessee, together with a Schedule identifying
three substantially identical Tax Indemnification
Agreements. (Filed as Exhibit 10.1.5 to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.1.6 -- Assignment of Interest in Ownership Agreement and Operating
Agreement No. 2, dated December 30, 1985, between
Oglethorpe, Assignor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees under Trust Agreement No.
2, dated December 30, 1985, with Ford Motor Credit Company,
Assignee, together with Schedule identifying three
substantially identical Assignments of Interest in Ownership
Agreement and Operating Agreement. (Filed as Exhibit 10.1.6
to the Registrant's Form S-1 Registration Statement, File
No. 33-7591, filed on October 9, 1986.)
*10.1.7 -- Consent, Amendment and Assumption No. 2 dated December 30,
1985, among Georgia Power Company and Oglethorpe and
Municipal Electric Authority of Georgia and City of Dalton,
Georgia and Gulf Power Company and Wilmington Trust Company
and William
71
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
J. Wade, as Owner Trustees under Trust Agreement No. 2,
dated December 30, 1985, with Ford Motor Credit Company,
together with a Schedule identifying three substantially
identical Consents, Amendments and Assumptions. (Filed as
Exhibit 10.1.9 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.1.7(a) -- Amendment to Consent, Amendment and Assumption No. 2, dated
as of August 16, 1993, among Oglethorpe, Georgia Power
Company, Municipal Electric Authority of Georgia, City of
Dalton, Georgia, Gulf Power Company, Jacksonville Electric
Authority, Florida Power & Light Company and Wilmington
Trust Company and NationsBank of Georgia, N.A., as Owner
Trustees under Trust Agreement No. 2, dated December 30,
1985, with Ford Motor Credit Company, together with a
Schedule identifying three substantially identical
Amendments to Consents, Amendments and Assumptions. (Filed
as Exhibit 10.1.9(a) to the Registrant's Form 10-Q for the
quarterly period ended September 30, 1993, File No.
33-7591.)
*10.2.1 -- Section 168 Agreement and Election dated as of April 7,
1982, between Continental Telephone Corporation and
Oglethorpe. (Filed as Exhibit 10.2 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.2.2 -- Section 168 Agreement and Election dated as of April 9,
1982, between National Service Industries, Inc. and
Oglethorpe. (Filed as Exhibit 10.3 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.2.3 -- Section 168 Agreement and Election dated as of April 9,
1982, between Rollins, Inc. and Oglethorpe. (Filed as
Exhibit 10.4 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.2.4 -- Section 168 Agreement and Election dated as of December 13,
1982, between Selig Enterprises, Inc. and Oglethorpe. (Filed
as Exhibit 10.5 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.3.1(a) -- Plant Robert W. Scherer Units Numbers One and Two Purchase
and Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of
Georgia and City of Dalton, Georgia, dated as of May 15,
1980. (Filed as Exhibit 10.6.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.3.1(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and
Two Purchase and Ownership Participation Agreement among
Georgia Power Company, Oglethorpe, Municipal Electric
Authority of Georgia and City of Dalton, Georgia, dated as
of December 30, 1985. (Filed as Exhibit 10.1.8 to the
Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*10.3.1(c) -- Amendment Number Two to the Plant Robert W. Scherer Units
Numbers One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of July 1, 1986. (Filed as Exhibit 10.6.1(a) to the
Registrant's Form 10-K for the fiscal year ended December
31, 1987, File No. 33-7591.)
*10.3.1(d) -- Amendment Number Three to the Plant Robert W. Scherer Units
Numbers One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company,
72
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
Oglethorpe, Municipal Electric Authority of Georgia and
City of Dalton, Georgia, dated as of August 1, 1988. (Filed
as Exhibit 10.6.1(b) to the Registrant's Form 10-Q for the
quarterly period ended September 30, 1993, File No.
33-7591.)
*10.3.1(e) -- Amendment Number Four to the Plant Robert W. Scherer Units
Number One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of December 31, 1990. (Filed as Exhibit 10.6.1(c)
to the Registrant's Form 10-Q for the quarterly period ended
September 30, 1993, File No. 33-7591.)
*10.3.2(a) -- Plant Robert W. Scherer Units Numbers One and Two Operating
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of May 15, 1980. (Filed as Exhibit 10.6.2 to the
Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*10.3.2(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and
Two Operating Agreement among Georgia Power Company,
Oglethorpe, Municipal Electric Authority of Georgia and City
of Dalton, Georgia, dated as of December 30, 1985. (Filed as
Exhibit 10.1.7 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.3.2(c) -- Amendment Number Two to the Plant Robert W. Scherer Units
Numbers One and Two Operating Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia, dated as of December 31, 1990.
(Filed as Exhibit 10.6.2(a) to the Registrant's Form 10-Q
for the quarterly period ended September 30, 1993, File No.
33-7591.)
*10.3.3 -- Plant Scherer Managing Board Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of
Georgia, City of Dalton, Georgia, Gulf Power Company,
Florida Power & Light Company and Jacksonville Electric
Authority, dated as of December 31, 1990. (Filed as Exhibit
10.6.3 to the Registrant's Form 10-Q for the quarterly
period ended September 30, 1993, File No. 33-7591.)
*10.4.1(a) -- Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase
and Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia, dated as of August 27, 1976.
(Filed as Exhibit 10.7.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.4.1(b) -- Amendment Number One, dated January 18, 1977, to the Alvin
W. Vogtle Nuclear Units Numbers One and Two Purchase and
Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia. (Filed as Exhibit 10.7.3 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)
*10.4.1(c) -- Amendment Number Two, dated February 24, 1977, to the Alvin
W. Vogtle Nuclear Units Numbers One and Two Purchase and
Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia. (Filed as Exhibit 10.7.4 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)
73
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
*10.4.2 -- Alvin W. Vogtle Nuclear Units Numbers One and Two Operating
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of August 27, 1976. (Filed as Exhibit 10.7.2 to the
Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*10.5.1 -- Plant Hal Wansley Purchase and Ownership Participation
Agreement between Georgia Power Company and Oglethorpe,
dated as of March 26, 1976. (Filed as Exhibit 10.8.1 to the
Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*10.5.2 -- Plant Hal Wansley Operating Agreement between Georgia Power
Company and Oglethorpe, dated as of March 26, 1976. (Filed
as Exhibit 10.8.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.5.3 -- Plant Hal Wansley Combustion Turbine Agreement between
Georgia Power Company and Oglethorpe, dated as of August 2,
1982 and Amendment No. 1, dated October 20, 1982. (Filed as
Exhibit 10.18 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)
*10.6.1 -- Edwin I. Hatch Nuclear Plant Purchase and Ownership
Participation Agreement between Georgia Power Company and
Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit
10.9.1 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*10.6.2 -- Edwin I. Hatch Nuclear Plant Operating Agreement between
Georgia Power Company and Oglethorpe, dated as of January 6,
1975. (Filed as Exhibit 10.9.2 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)
*10.7.1 -- Rocky Mountain Pumped Storage Hydroelectric Project
Ownership Participation Agreement, dated as of November 18,
1988, by and between Oglethorpe and Georgia Power Company.
(Filed as Exhibit 10.22.1 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1988, File No. 33-7591.)
*10.7.2 -- Rocky Mountain Pumped Storage Hydroelectric Project
Operating Agreement, dated as of November 18, 1988, by and
between Oglethorpe and Georgia Power Company. (Filed as
Exhibit 10.22.2 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1988, File No. 33-7591.)
*10.8.1(a) -- Wholesale Power Contract dated September 5, 1974, between
Oglethorpe and Planters Electric Membership Corporation and
all schedules thereto, the Supplemental Agreement dated
September 5, 1974, between Oglethorpe and Planters Electric
Membership Corporation, relating to such Wholesale Power
Contract, and Amendment No. 1 to Wholesale Power Contract
dated May 12, 1980, between Oglethorpe and Planters Electric
Membership Corporation, together with a Schedule identifying
37 other substantially identical Wholesale Power Contracts,
and an additional Wholesale Power Contract that is not
substantially identical (filed herewith to reflect update to
Schedule A to Wholesale Power Contract). (Filed as Exhibit
10.10 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*10.8.1(b) -- Amended and Consolidated Wholesale Power Contract, dated as
of December 1, 1988, between Oglethorpe and Planters
Electric Membership Corporation and all schedules thereto,
and the Amended and Consolidated Supplemental Agreement,
dated December 1, 1988,
74
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
between Oglethorpe and Planters Electric Membership
Corporation, together with a Schedule identifying 37 other
substantially identical Wholesale Power Contracts, and an
additional Wholesale Power Contract that is not
substantially identical. (Filed as Exhibit 10.10(a) to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1988, File No. 33-7591.)
*10.9 -- Transmission Facilities Operation and Maintenance Contract
between Georgia Power Company and Oglethorpe dated as of
June 9, 1986. (Filed as Exhibit 10.13 to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.10(a) -- Joint Committee Agreement among Georgia Power Company,
Oglethorpe, Municipal Electric Authority of Georgia and the
City of Dalton, Georgia, dated as of August 27, 1976. (Filed
as Exhibit 10.14(b) to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)
*10.10(b) -- First Amendment to Joint Committee Agreement among Georgia
Power Company, Oglethorpe, Municipal Electric Authority of
Georgia and the City of Dalton, Georgia, dated as of June
19, 1978. (Filed as Exhibit 10.14(a) to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.11 -- Interconnection Agreement between Oglethorpe and Alabama
Electric Cooperative, Inc., dated as of November 12, 1990.
(Filed as Exhibit 10.16(a) to the Registrant's Form 10- K
for the fiscal year ended December 31, 1990, File No.
33-7591.)
*10.12 -- Oglethorpe Deferred Compensation Plan for Key Employees, as
Amended and Restated January, 1987. (Filed as Exhibit 10.19
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)
*10.13.1 -- Assignment of Power System Agreement and Settlement
Agreement, dated January 8, 1975, by Georgia Electric
Membership Corporation to Oglethorpe. (Filed as Exhibit
10.20.1 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)
*10.13.2 -- Power System Agreement, dated April 24, 1974, by and between
Georgia Electric Membership Corporation and Georgia Power
Company. (Filed as Exhibit 10.20.2 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)
*10.13.3 -- Settlement Agreement, dated April 24, 1974, by and between
Georgia Power Company, Georgia Municipal Association, Inc.,
City of Dalton, Georgia Electric Membership Corporation and
Crisp County Power Commission. (Filed as Exhibit 10.20.3 to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)
*10.14 -- Distribution Facilities Joint Use Agreement between
Oglethorpe and Georgia Power Company, dated as of May 12,
1986. (Filed as Exhibit 10.21 to the Registrant's Form 0-K
for the fiscal year ended December 31, 1986, File No.
33-7591.)
*10.15.1 -- Long Term Firm Power Purchase Agreement, dated as of July
19, 1989, by and between Oglethorpe and Big Rivers Electric
Corporation. (Filed as Exhibit 10.24.1 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1989, File
No. 33-7591.)
*10.15.2 -- Coordination Services Agreement, dated as of August 21,
1989, by and between Oglethorpe and Georgia Power Company.
(Filed as Exhibit 10.24.2 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1989, File No. 33-7591.)
75
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
*10.15.3 -- Long Term Firm Power Purchase Agreement between Big Rivers
Electric Corporation and Oglethorpe, dated as of
December 17, 1990. (Filed as Exhibit 10.24.3 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1990, File No. 33-7591.)
*10.15.4 -- Interchange Agreement between Oglethorpe and Big Rivers
Electric Corporation, dated as of November 12, 1990. (Filed
as Exhibit 10.24.4 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1990, File No. 33-7591.)
*10.16 -- Block Power Sale Agreement between Georgia Power Company and
Oglethorpe, dated as of November 12, 1990. (Filed as Exhibit
10.25 to the Registrant's Form 8-K, filed January 4, 1991,
File No. 33-7591.)
*10.17 -- Coordination Services Agreement between Georgia Power
Company and Oglethorpe, dated as of November 12, 1990.
(Filed as Exhibit 10.26 to the Registrant's Form 8-K, filed
January 4, 1991, File No. 33-7591.)
*10.18 -- Revised and Restated Integrated Transmission System
Agreement between Oglethorpe and Georgia Power Company,
dated as of November 12, 1990. (Filed as Exhibit 10.27 to
the Registrant's Form 8-K, filed January 4, 1991, File No.
33-7591.)
*10.19 -- ITSA, Power Sale and Coordination Umbrella Agreement between
Oglethorpe and Georgia Power Company, dated as of
November 12, 1990. (Filed as Exhibit 10.28 to the
Registrant's Form 8-K, filed January 4, 1991, File No.
33-7591.)
*10.20 -- Amended and Restated Nuclear Managing Board Agreement among
Georgia Power Company, Oglethorpe Power Corporation,
Municipal Electric Authority of Georgia and City of Dalton,
Georgia dated as of July 1, 1993. (Filed as Exhibit 10.36 to
the Registrant's 10-Q for the quarterly period ended
September 30, 1993, File No. 33-7591.)
*10.21 -- Supplemental Agreement by and among Oglethorpe, Tri-County
Electric Membership Cooperation and Georgia Power Company,
dated as of November 12, 1990, together with a Schedule
identifying 38 other substantially identical Supplemental
Agreements. (Filed as Exhibit 10.30 to the Registrant's
Form 8-K, filed January 4, 1991, File No. 33-7591.)
*10.22 -- Unit Capacity and Energy Purchase Agreement between
Oglethorpe and Entergy Power Incorporated, dated as of
October 11, 1990. (Filed as Exhibit 10.31 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1990, File No. 33-7591.)
*10.23 -- Interchange Agreement between Oglethorpe and Arkansas Power
& Light Company, Louisiana Power & Light Company,
Mississippi Power & Light Company, New Orleans Public
Service, Inc., Energy Services, Inc., dated as of
November 12, 1990. (Filed as Exhibit 10.32 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1990, File No. 33-7591.)
*10.24 -- Interchange Agreement between Oglethorpe and Seminole
Electric Cooperative, Inc., dated as of November 12, 1990.
(Filed as Exhibit 10.33 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1990, File No. 33-7591.)
76
<PAGE>
NUMBER DESCRIPTION
- ------ -----------
*10.25.1 -- Excess Energy and Short-term Power Agreement between
Oglethorpe and Tennessee Valley Authority, effective as of
January 23, 1991. (Filed as Exhibit 10.34.1 to the
Registrant's Form 10-K for the fiscal year ended
December 31, 1990, File No. 33-7591.)
*10.25.2 -- Transmission Service Agreement between Oglethorpe and
Tennessee Valley Authority, effective as of January 23,
1991. (Filed as Exhibit 10.34.2 to the Registrant's Form
10-K for the fiscal year ended December 31, 1990, File No.
33-7591.)
*10.26 -- Power Purchase Agreement between Oglethorpe and Hartwell
Energy Limited Partnership, dated as of June 12, 1992.
(Filed as Exhibit 10.35 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1992, File No. 33-7591).
22.1 -- Subsidiary of Oglethorpe (not included because the
subsidiary does not constitute a "significant subsidiary"
under Rule 1-02(v) of Regulation S-X).
- -------------------------
* Incorporated herein by reference.
+ Pursuant to 17 C.F.R. 229.601(b)(4)(iii), this document is not filed
herewith, however the registrant hereby agrees that such documents will be
provided to the Commission upon request.
++ For the reason stated in footnote (+), this document and eight other
substantially identical documents are not filed as exhibits to this
Registration Statement.
+++ For the reason stated in the footnote (+), this document and another
substantially identical document are not filed as exhibits to this
Registration Statement.
All other schedules and exhibits are omitted because of the absence of the
conditions under which they are required or because the required information is
included in the financial statements and related notes to financial statements.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by Oglethorpe for the quarter ended
December 31, 1993.
77
<PAGE>
SCHEDULE I
OGLETHORPE POWER CORPORATION
MARKETABLE SECURITIES--OTHER SECURITY INVESTMENTS
AS OF DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NAME OF ISSUER AND PRINCIPAL MARKET CARRYING
TITLE OF EACH ISSUE AMOUNT COST VALUE AMOUNT
------------------- --------- ---- ------ --------
<S> <C> <C> <C> <C>
BOND, RESERVE AND CONSTRUCTION FUNDS:
United States Government
securities . . . . . . . . . . . . . $ 58,416 $ 57,622 $ 59,247 $ 57,622
Repurchase agreements. . . . . . . . . 52,768 52,768 52,768 52,768
-------- -------- -------- --------
Total. . . . . . . . . . . . . . . $111,184 $110,390 $112,015 $110,390
-------- -------- -------- --------
-------- -------- -------- --------
DECOMMISSIONING FUND:
United States Government
securities . . . . . . . . . . . . . $ 37,112 $ 40,182 $ 39,694 $ 40,182
Corporate bonds. . . . . . . . . . . . 8,305 8,669 8,932 8,669
Cash and money market securities . . . 8,060 8,060 8,060 8,060
-------- -------- -------- --------
Total. . . . . . . . . . . . . . . $ 53,477 $ 56,911 $ 56,686 $ 56,911
-------- -------- -------- --------
-------- -------- -------- --------
CASH AND TEMPORARY CASH INVESTMENTS:
Financial institution commercial
paper. . . . . . . . . . . . . . . . $ 55,700 $ 55,593 $ 55,593 $ 55,593
Other corporate commercial paper . . . 160,920 152,793 152,793 152,793
CFC commercial paper . . . . . . . . . 9,935 9,935 9,935 9,935
Repurchase agreements. . . . . . . . . 25,549 25,549 25,549 25,549
Cash and money market securities . . . 303 303 303 303
-------- -------- -------- --------
Total. . . . . . . . . . . . . . . $252,407 $244,173 $244,173 $244,173
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
78
<PAGE>
SCHEDULE V
OGLETHORPE POWER CORPORATION
UTILITY PLANT, INCLUDING INTANGIBLES
FOR THE YEAR ENDED DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT OTHER BALANCE
BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD
- -------------- ---------- --------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Plant in service:
Intangible . . . . . . . . .$ 8,002 $ 1,214 $ - $ - $ 9,216
Production plant
Steam. . . . . . . . . . . 889,989 2,818 (354) (174)(4) 892,279
Nuclear. . . . . . . . . . 3,271,428 19,566 (2,553) (4,261)(4) 3,284,180
Hydro. . . . . . . . . . . 10,344 5 (8) - 10,341
Other. . . . . . . . . . . 3,665 - - - 3,665
Transmission plant . . . . . 469,275 7,455 (2,407) - 474,323
Distribution plant . . . . . 243,233 37,537 (5,727) - 275,043
General plant. . . . . . . . 72,624 13,971 (2,996) - 83,599
Construction work in
progress . . . . . . . . . . 322,628 128,337(2) - - 450,965
Plant held for future use. . . 11,720 3,375(3) - - 15,095
Plant acquisition
adjustments. . . . . . . . . 34,832 - - - 34,832
Nuclear fuel . . . . . . . . . 269,476 35,547 (73,773) - 231,250
---------- -------- -------- ------- ----------
Total Utility Plant. . . . .$5,607,216 $249,825 $(87,818) $(4,435) $5,764,788
---------- -------- -------- ------- ----------
---------- -------- -------- ------- ----------
- -----------------
<FN>
Notes:
(1) Retirements have been charged to accumulated provision for depreciation
(Schedule VI).
(2) CWIP additions represent transfers to plant in service of $(72,512) and
additions and other miscellaneous transfers of $200,849.
(3) Plant held for future use additions represent transfers to plant in service
of $(66) and additions and other miscellaneous transfers of $3,441.
(4) Amounts represents an adjustment related to a change in inventory methods
at jointly owned generating plants. Certain items of spare parts inventory
were originally charged to plant investment.
</TABLE>
79
<PAGE>
SCHEDULE V
OGLETHORPE POWER CORPORATION
UTILITY PLANT, INCLUDING INTANGIBLES
FOR THE YEAR ENDED DECEMBER 31, 1992
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT OTHER BALANCE
BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD
- -------------- ---------- --------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Plant in service:
Intangibles. . . . . . . . .$ 7,925 $ 77 $ - $ - $ 8,002
Production plant
Steam. . . . . . . . . . . 894,904 1,465 (2,017) (4,363)(4) 889,989
Nuclear. . . . . . . . . . 3,270,823 13,016 (3,348) (9,063)(4) 3,271,428
Hydro. . . . . . . . . . . 10,327 17 - - 10,344
Other. . . . . . . . . . . 3,867 (202) - - 3,665
Transmission plant . . . . . 444,678 28,342 (3,745) - 469,275
Distribution plant . . . . . 216,326 28,927 (2,020) - 243,233
General plant. . . . . . . . 69,328 3,764 (468) - 72,624
Construction work in
progress . . . . . . . . . . 178,980 143,648 (2) - - 322,628
Plant held for future use. . . 11,803 (83)(3) - - 11,720
Plant acquisition
adjustments. . . . . . . . . 34,796 36 - - 34,832
Nuclear fuel . . . . . . . . . 309,102 51,992 (91,618) - 269,476
---------- -------- --------- -------- ----------
Total Utility Plant. . . . .$5,452,859 $270,999 $(103,216) $(13,426) $5,607,216
---------- -------- --------- -------- ----------
---------- -------- --------- -------- ----------
- ------------------
<FN>
Notes:
(1) Retirements have been charged to accumulated provision for depreciation
(Schedule VI).
(2) CWIP additions represent transfers to plant in service of $(62,280) and
additions and other miscellaneous transfers of $205,928.
(3) Plant held for future use additions represent transfers to plant in service
of $(165) and additions and other miscellaneous transfers of $82.
(4) Amount represents an adjustment related to a change of inventory accounting
methods at jointly owned generating plants. Certain items of spare parts
inventory were originally charged to plant investment.
</TABLE>
80
<PAGE>
SCHEDULE V
OGLETHORPE POWER CORPORATION
UTILITY PLANT, INCLUDING INTANGIBLES
FOR THE YEAR ENDED DECEMBER 31, 1991
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT OTHER BALANCE
BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS(1) DEBIT/(CREDIT) OF PERIOD
- -------------- ---------- --------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Plant in service:
Intangibles. . . . . . . . .$ 7,642 $ 283 $ - $ - $ 7,925
Production plant
Steam. . . . . . . . . . . 894,045 872 (13) - 894,904
Nuclear. . . . . . . . . . 3,254,930 21,298 (5,405) - 3,270,823
Hydro. . . . . . . . . . . 9,482 845 - - 10,327
Other. . . . . . . . . . . 3,867 - - - 3,867
Transmission plant . . . . . 422,946 22,838 (1,106) - 444,678
Distribution plant . . . . . 175,012 46,030 (4,716) - 216,326
General plant. . . . . . . . 67,311 2,152 (135) - 69,328
Construction work in
progress . . . . . . . . . . 102,045 76,935 (2) - - 178,980
Plant held for future use. . . 22,325 (10,522)(3) - - 11,803
Plant acquisition
adjustments. . . . . . . . . 34,588 208 - - 34,796
Nuclear fuel . . . . . . . . . 309,643 41,229 (41,770) - 309,102
---------- -------- -------- ---- ----------
Total Utility Plant. . . . .$5,303,836 $202,168 $(53,145) $ - $5,452,859
---------- -------- -------- ---- ----------
---------- -------- -------- ---- ----------
- ----------------
<FN>
Notes:
(1) Retirements have been charged to accumulated provision for depreciation
(Schedule VI).
(2) CWIP additions represent transfers to plant in service of $(93,151) and
additions and other miscellaneous transfers of $170,086.
(3) Plant held for future use additions represent transfers to deferred debits
of $(21,131) and additions and other miscellaneous transfers of $10,609.
</TABLE>
81
<PAGE>
SCHEDULE VI
OGLETHORPE POWER CORPORATION
ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT
FOR THE YEAR ENDED DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE RETIREMENTS ADJUSTMENTS BALANCE
BEGINNING ANNUAL LESS NET AND AT END
DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD
- ----------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Production plant:
Steam. . . . . . . . . . . $ (285,448) $ (24,830) $ 402 $ - (309,876)
Nuclear. . . . . . . . . . (546,748) (85,612) 4,450 - (627,910)
Hydro. . . . . . . . . . . (1,261) (252) 8 - (1,505)
Other. . . . . . . . . . . (915) (40) - - (955)
Transmission plant . . . . . (103,602) (11,057) 2,027 - (112,632)
Distribution plant . . . . . (27,105) (6,681) 3,295 - (30,491)
General plant. . . . . . . . (18,887) (4,240) 2,931 - (20,196)
Nuclear fuel . . . . . . . . (145,850) (48,996) 73,773 - (121,073)
Plant acquisition
adjustments. . . . . . . . (26,435) (1,061) - - (27,496)
Other miscellaneous. . . . . (5,926) (805) - - (6,731)
----------- --------- ------- ---- -----------
Total Accumulated
Provision For
Depreciation . . . . . . $(1,162,177) $(183,574) $86,886 $ - $(1,258,865)
----------- --------- ------- ---- -----------
----------- --------- ------- ---- -----------
- ----------------
<FN>
Notes:
(1) Amount of annual accrual charged to:
Expense $(171,431)
Other accounts (12,143)
---------
$(183,574)
---------
---------
(2) Property Retirements:
Book cost $ 87,581
Removal cost 2,617
Salvage materials (3,312)
---------
$ 86,886
---------
---------
</TABLE>
82
<PAGE>
SCHEDULE VI
OGLETHORPE POWER CORPORATION
ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT
FOR THE YEAR ENDED DECEMBER 31, 1992
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE RETIREMENTS ADJUSTMENTS BALANCE
BEGINNING ANNUAL LESS NET AND AT END
DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD
- ----------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Production plant:
Steam. . . . . . . . . . . $ (262,639) $ (24,924) $ 2,115 $ - $ (285,448)
Nuclear. . . . . . . . . . (466,631) (84,093) 3,976 - (546,748)
Hydro. . . . . . . . . . . (1,010) (251) - - (1,261)
Other. . . . . . . . . . . (873) (42) - - (915)
Transmission plant . . . . . (96,070) (10,795) 3,263 - (103,602)
Distribution plant . . . . . (22,134) (6,165) 1,194 - (27,105)
General plant. . . . . . . . (15,469) (3,921) 503 - (18,887)
Nuclear fuel . . . . . . . . (181,833) (55,635) 91,618 - (145,850)
Plant acquisition
adjustments. . . . . . . . (25,229) (1,206) - - (26,435)
Other miscellaneous. . . . . (5,025) (901) - - (5,926)
----------- --------- -------- ---- -----------
Total Accumulated
Provision For
Depreciation . . . . . . . $(1,076,913) $(187,933) $102,669 $ - $(1,162,177)
----------- --------- -------- ---- -----------
----------- --------- -------- ---- -----------
- ----------------
<FN>
Notes:
(1) Amount of annual accrual charged to:
Expense $(170,916)
Other accounts (17,017)
---------
$(187,933)
---------
---------
(2) Property Retirements:
Book cost $103,215
Removal cost 1,538
Salvage materials (2,084)
---------
$102,669
---------
---------
</TABLE>
83
<PAGE>
SCHEDULE VI
OGLETHORPE POWER CORPORATION
ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT
FOR THE YEAR ENDED DECEMBER 31, 1991
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE RETIREMENTS ADJUSTMENTS BALANCE
BEGINNING ANNUAL LESS NET AND AT END
DESCRIPTION OF PERIOD ACCRUALS(1) SALVAGE(2) TRANSFERS OF PERIOD
- ----------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Production plant:
Steam. . . . . . . . . . . $(237,102) $ (25,603) $ 66 $ - $ (262,639)
Nuclear. . . . . . . . . . (379,311) (93,931) 6,611 - (466,631)
Hydro. . . . . . . . . . . (756) (254) - - (1,010)
Other. . . . . . . . . . . (829) (44) - - (873)
Transmission plant . . . . . (86,901) (10,301) 1,132 - (96,070)
Distribution plant . . . . . (19,493) (5,229) 2,588 - (22,134)
General plant. . . . . . . . (11,731) (3,856) 118 - (15,469)
Nuclear fuel . . . . . . . . (169,122) (54,481) 41,770 - (181,833)
Plant acquisition
adjustments. . . . . . . . (23,970) (1,259) - - (25,229)
Other miscellaneous. . . . . (4,137) (888) - - (5,025)
--------- --------- ------- ---- -----------
Total Accumulated
Provision For
Depreciation . . . . . . $(933,352) $(195,846) $52,285 $ - $(1,076,913)
--------- --------- ------- ---- -----------
--------- --------- ------- ---- -----------
- ----------------
<FN>
Notes:
(1) Amount of annual accrual charged to:
Expense $(184,094)
Other accounts (11,752)
---------
$(195,846)
---------
(2) Property Retirements:
Book cost $ 53,047
Removal cost 1,631
Salvage materials (2,393)
---------
$ 52,285
---------
---------
</TABLE>
84
<PAGE>
SCHEDULE X
OGLETHORPE POWER CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B
- -------- -----------------------
CHARGED TO COSTS AND EXPENSES
-----------------------------
ITEM 1993 1992 1991
---- ---- ---- ----
<S> <C> <C> <C>
Maintenance & repairs. . . . . . . . . . . . . . $67,572 $57,890 $74,050
Taxes other than payroll and income taxes:
Real & personal property taxes . . . . . . . . 21,992 14,640 22,431
</TABLE>
J
- -
85
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 31st day of
March, 1994.
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION)
By: /s/ J. CALVIN EARWOOD
-----------------------------------------
J. CALVIN EARWOOD, CHAIRMAN OF THE BOARD
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. CALVIN EARWOOD Chairman of the Board, March 31, 1994
- --------------------------- Director (Principal Executive
J. CALVIN EARWOOD Officer)
/s/ T. D. KILGORE President and Chief Executive March 31, 1994
- --------------------------- Officer (Principal Executive
T. D. KILGORE Officer)
/s/ JOHN S. DEAN, SR. Secretary-Treasurer (Principal March 31, 1994
- --------------------------- Financial Officer)
JOHN S. DEAN, SR.
/s/ EUGEN HECKL Senior Vice President and Chief March 31, 1994
- --------------------------- Financial Officer (Principal
EUGEN HECKL Financial Officer)
/s/ LARRY N. BROWNLEE Controller March 31, 1994
- --------------------------- (Principal Accounting Officer)
LARRY N. BROWNLEE
/s/ JMON WARNOCK Director March 31, 1994
- ---------------------------
JMON WARNOCK
/s/ CHARLES R. FENDLEY Director March 31, 1994
- ---------------------------
CHARLES R. FENDLEY
/s/ GEORGE C. MARTIN Director March 31, 1994
- ---------------------------
GEORGE C. MARTIN
</TABLE>
86
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. G. MCCALMON Director March 31, 1994
- ---------------------------
J. G. MCCALMON
/s/ D. A. ROBINSON, III Director March 31, 1994
- ---------------------------
D. A. ROBINSON, III
/s/ JAMES E. ESTES Director March 31, 1994
- ---------------------------
JAMES E. ESTES
/s/ LARRY N. CHADWICK Director March 31, 1994
- ---------------------------
LARRY N. CHADWICK
/s/ SIMMIE KING Director March 31, 1994
- ---------------------------
SIMMIE KING
/s/ W. F. FARR Director March 31, 1994
- ---------------------------
W. F. FARR
/s/ GARY T. DRAKE Alternate Director March 31, 1994
- ---------------------------
GARY T. DRAKE
/s/ JEFF S. PIERCE, JR. Director March 31, 1994
- ---------------------------
JEFF S. PIERCE, JR.
/s/ DONALD C. COOPER Director March 31, 1994
- ---------------------------
DONALD C. COOPER
/s/ HERBERT CHURCH Director March 31, 1994
- ---------------------------
HERBERT CHURCH
/s/ MAC F. OGLESBY Director March 31, 1994
- ---------------------------
MAC F. OGLESBY
/s/ BENNY W. DENHAM Director March 31, 1994
- ---------------------------
BENNY W. DENHAM
/s/ E. L. MCLOCKLIN Director March 31, 1994
- ---------------------------
E. L. MCLOCKLIN
/s/ SAM RABUN Director March 31, 1994
- ---------------------------
SAM RABUN
/s/ E. J. MARTIN, JR. Director March 31, 1994
- ---------------------------
E. J. MARTIN, JR.
</TABLE>
87
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. D. WILLIAMS Director March 31, 1994
- ---------------------------
J. D. WILLIAMS
/s/ RONNIE FLEEMAN Director March 31, 1994
- ---------------------------
RONNIE FLEEMAN
/s/ D. LAMAR COOPER Director March 31, 1994
- ---------------------------
D. LAMAR COOPER
/s/ BARRY H. MARTIN Director March 31, 1994
- ---------------------------
BARRY H. MARTIN
/s/ JOHN B. FLOYD, JR. Director March 31, 1994
- ---------------------------
JOHN B. FLOYD, JR.
/s/ STEVE RAWL, SR. Director March 31, 1994
- ---------------------------
STEVE RAWL, SR.
/s/ JAMES GRUBBS Director March 31, 1994
- ---------------------------
JAMES GRUBBS
/s/ SAMMY M. JENKINS Director March 31, 1994
- ---------------------------
SAMMY M. JENKINS
/s/ J. M. SHERRER Director March 31, 1994
- ---------------------------
J. M. SHERRER
/s/ JACK D. VICKERS Director March 31, 1994
- ---------------------------
JACK D. VICKERS
/s/ C. W. COX, JR. Director March 31, 1994
- ---------------------------
C. W. COX, JR.
/s/ JOHNNIE CRUMBLEY Director March 31, 1994
- ---------------------------
JOHNNIE CRUMBLEY
/s/ JARNETT W. WIGINGTON Director March 31, 1994
- ---------------------------
JARNETT W. WIGINGTON
/s/ BOB JERNIGAN Director March 31, 1994
- ---------------------------
BOB JERNIGAN
/s/ C. WILLARD MIMS Director March 31, 1994
- ---------------------------
C. WILLARD MIMS
/s/ JAMES E. DOOLEY Director March 31, 1994
- ---------------------------
JAMES E. DOOLEY
/s/ WILLIS T. WOODRUFF Director March 31, 1994
- ---------------------------
WILLIS T. WOODRUFF
</TABLE>
88
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ HUBERT HANCOCK Director March 31, 1994
- ---------------------------
HUBERT HANCOCK
/s/ BOB J. DICKENS Director March 31, 1994
- ---------------------------
BOB J. DICKENS
/s/ W. W. ARCHER Director March 31, 1994
- ---------------------------
W. W. ARCHER
</TABLE>
89
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant is a membership corporation and has no authorized or outstanding
equity securities. Proxies are not solicited from the holders of Oglethorpe's
public bonds. No annual report or proxy material has been sent to such
bondholders.
90
<PAGE>
United States Rural Washington
Department Electrification D.C.
of Agriculture Administration 20250
26 Aug 1993
Mr. Tom D. Kilgore
President and Chief Executive Officer
Oglethorpe Power Corporation
P.O. Box 1349
Tucker, Georgia 30085-1349
Dear Mr. Kilgore:
We are pleased to advise you that the United States of America (the
"Government"), acting through the Administrator of the Rural Electrification
Administration ("REA"), hereby consents, subject to the conditions set forth
below, to a Type II Pollution Control accommodation of the Government's mortgage
lien to Trust Company Bank ("Trustee") in its capacity as trustee under three
Trust Indentures. This lien accommodation will provide security for up to an
aggregate principal amount of $214,605,000 plus interest on long-term financing
in connection with the sale of the Development Authority of Appling County,
Georgia (the "Appling Development Authority"), fixed-rate Pollution Control
Revenue Bonds, Series 1993 (the "1993 Appling Bonds"); the Development
Authority of Burke County, Georgia (the "Burke Development Authority"),
fixed-rate Pollution Control Revenue Bonds, Series 1993B (the "1993B Burke
Bonds"); and the Development Authority of Heard County, Georgia (the "Heard
Development Authority"), fixed-rate Pollution Control Revenue Bonds, Series
1993 (the "1993 Heard Bonds") (collectively, the "1993 Refunding Bonds").
The proceeds of the sale of the 1993 Refunding Bonds, together with certain
other funds to be provided by Oglethorpe Power Corporation ("Oglethorpe") and
other available moneys, are to be used to pay the principal of, redemption,
premium and interest on the following issues of fixed rate Pollution Control
Revenue Bonds:
1. The Appling Development Authority, Series 1978, which mature on
January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999 and 2009
(the "1978 Appling Bonds").
2. The Appling Development Authority, Series 1984, which mature on
January 1 in the years 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2004,
2010, and 2013 (the "1984 Appling Bonds").
<PAGE>
Page 2
Mr. Tom D. Kilgore
3. The Burke Development Authority, Series 1984, which mature on January
1 in the years 1994, 1995, 1996, and 1997 (the "1984 Burke Bonds").
4. The Burke Development Authority, Series 1984B, which mature on January
1 in the years 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2004, and
2010 (the "1984B Burke Bonds").
5. The Heard Development Authority, Series 1978, which mature on January
1 in the years 1994, 1995, 1996, 1997, 1998, 1999, and 2009 (the "1978
Heard Bonds").
The 1993 Refunding Bonds are intended to be redeemed on January 3, 1994.
REA understands that:
1. The following documents will be used to effectuate the sale of the
1993 Refunding Bonds:
a. Trust Indenture between the Appling Development Authority and
Trust Company Bank, as trustee, dated as of October 1, 1993;
b. Trust Indenture between the Burke Development Authority and Trust
Company Bank, as trustee, dated as of October 1, 1993;
c. Trust Indenture between the Heard Development Authority and Trust
Company Bank, as trustee, dated as of October 1, 1993;
d. Loan Agreement between the Appling Development Authority and
Oglethorpe, dated as of October 1, 1993;
e. Loan Agreement between the Burke Development Authority and
Oglethorpe, dated as of October 1, 1993;
f. Loan Agreement between the Heard Development Authority and
Oglethorpe, dated as of October 1, 1993;
g. Purchase Contract between Smith Barney Shearson Inc. ("Smith
Barney") and the Appling Development Authority, dated the date of
the sale of the 1993 Refunding Bonds;
h. Purchase Contract between Smith Barney and the Burke Development
Authority, dated the date of the sale of the 1993 Refunding
Bonds;
<PAGE>
Page 3
Mr. Tom D. Kilgore
i. Purchase Contract between Smith Barney and the Heard Development
Authority, dated the date of the sale of the 1993 Refunding
Bonds;
j. Letter of Representation from Oglethorpe to Smith Barney and the
Appling Development Authority, dated the date of the sale of the
1993 Refunding Bonds;
k. Letter of Representation from Oglethorpe to Smith Barney and the
Burke Development Authority, dated the date of the sale of the
1993 Refunding Bonds;
l. Letter of Representation from Oglethorpe to Smith Barney and the
Heard Development Authority, dated the date of the sale of the
1993 Refunding Bonds;
m. 1993 Note from Oglethorpe to the Trustee as assignee and pledgee
of the Appling Development Authority, dated as of October 1, 1993
(the "1993 Appling Note");
n. 1993B Note from Oglethorpe to the Trustee as assignee and pledgee
of the Burke Development Authority, dated as of October 1, 1993
(the "1993B Burke Note"); and
o. 1993 Note from Oglethorpe to the Trustee as assignee and pledgee
of the Heard Development Authority, dated as of October 1, 1993
(the "1993 Heard Note").
(The above listed documents, as executed and delivered and as the same may
hereafter be substituted, amended or supplemented, shall hereinafter
collectively be referred to as the "Financing Documents".)
2. The following document will be used to secure the 1993 Appling Note,
the 1993B Burke Note and the 1993 Heard Note:
Consolidated Mortgage and Security Agreement (hereinafter called
the "Mortgage"), dated as of October 1, 1993, made by and among
Oglethorpe, as Mortgagor, and the Government, the National Bank
for Cooperatives, Credit Suisse, acting by and through its New
York Branch, and Trust Company Bank, as trustee under the bond
indentures referenced therein, as Mortgagees.
The Government, acting through the Administrator of the REA (the
"Administrator"), hereby also consents, subject to the conditions set forth
below, to the pollution control financing
<PAGE>
Page 4
Mr. Tom D. Kilgore
transaction described in the Financing Documents and to the execution, delivery
and performance by Oglethorpe of those Financing Documents to which it is a
party.
The effectiveness of REA's approvals set forth herein are hereby made subject to
the following conditions:
1. That each of the Financing Documents are executed and delivered with
only such changes from the drafts of those documents indicated on
Enclosure 1 as REA may approve, and which approval shall be evidenced
by the delivery by REA of a written consent to the execution and
delivery of the 1993 Appling Note, 1993B Burke Note and the 1993 Heard
Note;
2. That Oglethorpe provides to REA such legal opinions as the
Administrator may desire; and
3. That Oglethorpe provides to REA certified board resolutions
authorizing the execution, delivery and performance of each of the
Financing Documents to which Oglethorpe is a party.
REA's approvals set forth herein are also made subject to the condition that
Oglethorpe accept the following provisions, which provisions shall amend and
supplement that certain Amended and Consolidated Loan Contract, dated as of June
1, 1984, between Oglethorpe and the Government, as heretofore amended and
supplemented (the "REA Loan Contract"):
1. Oglethorpe agrees that all provisions of the REA Loan Contract shall
be applicable to the pollution control bond financing transaction
described in the Financing Documents, except to the extent that the
Administrator determines such provisions to be inapplicable;
2. Oglethorpe agrees that it will not, without the prior written approval
of the Administrator, enter into or consent to any amendment or
supplement to, or any assignment, modification or waiver of, any of
the Financing Documents;
3. Oglethorpe shall comply with all of the material terms, obligations
and conditions of the Financing Documents and shall not permit there
to exist any default or event of default on its part under any of the
Financing Documents;
4. Oglethorpe shall, as soon as practicable, after it has actual notice
of the following events, inform the Administrator of such event and
shall, if the Administrator so requests, provide information
concerning such event in form and substance satisfactory to the
Administrator:
<PAGE>
Page 5
Mr. Tom D. Kilgore
a. That a default or event of default has occurred under any of the
Financing Documents;
b. That a default or event of default under any of the Financing
Documents has been cured;
c. That Oglethorpe has been called upon to protect, indemnify or
otherwise hold harmless any person or entity pursuant to any of
the Financing Documents; and
d. That any of the Financing Documents have been terminated or
partially terminated, amended or assigned.
5. Oglethorpe shall not request reimbursement from either insured or
guaranteed loan funds of the general fund expenditures made by
Oglethorpe for fees and expenses for which Oglethorpe is obligated
under any of the Financing Documents and for which REA approval is
herein given;
6. Oglethorpe will, by March 31, 1994, provide REA with a report on the
amount of the 1993 Refunding Bonds sold, the interest rate, the level
of the Debt Service Reserve Fund, and certification that the 1978 and
1984 Appling Bonds, the 1984 and 1984B Burke Bonds, and the 1978 Heard
Bonds have been redeemed;
7. Oglethorpe will provide REA, as an attachment to its year-ending REA
Form 12 Operating Report - Financial, an annual report relative to the
amount of the 1993 Refunding Bonds outstanding; and
8. Oglethorpe agrees that the information contained in any Preliminary
Offering Statement and any Offering Statement used in connection with
the sale of the Refunding Bonds shall be correct in all material
respects and shall not contain any untrue statement of material fact
necessary to make the statements made therein not misleading;
9. Oglethorpe hereby reaffirms its obligation to consider and negotiate
in good faith with the REA appropriate additional or alternative
financial coverage ratios to be incorporated into Oglethorpe's
mortgage or the REA Loan Contract (as the REA may determine).
If the date of Closing (as such term is defined in the Purchase Contract) does
not occur on or prior to March 31, 1994, then the approvals set forth herein
shall expire.
<PAGE>
Page 6
Mr. Tom D. Kilgore
Oglethorpe's execution and return of the second copy of this letter shall
constitute its acknowledgement and acceptance of the provisions and conditions
of this letter as amendments to the REA Loan Contract.
Within 90 days of Closing (as such term is defined in the Purchase Contract),
please promptly furnish us with three complete bound volumes containing all
documents, certificates, opinions, exhibits and schedules executed or delivered
in connection with the transaction described in the Financing Documents. One
volume should contain executed copies of the documents; the other two volumes
may contain conformed copies.
Copies of this letter are being sent to Trust Company Bank and to Mr. J. Calvin
Earwood, Chairman of the Board of Oglethorpe.
Sincerely,
/s/ James B. Huff, Sr.
JAMES B. HUFF, SR.
Administrator
Enclosure
<PAGE>
ENCLOSURE I
DRAFT FINANCING DOCUMENTS TO BE EXECUTED AND DELIVERED TO REA AS PART OF THE
SALE OF THE FOLLOWING FIXED-RATE POLLUTION CONTROL REVENUE BONDS: APPLING COUNTY
DEVELOPMENT AUTHORITY, SERIES 1993; BURKE COUNTY DEVELOPMENT AUTHORITY, SERIES
1993B; AND HEARD COUNTY DEVELOPMENT AUTHORITY, SERIES 1993 (COLLECTIVELY, THE
"1993 REFUNDING BONDS") AS SUCH FINANCING DOCUMENTS ARE REFERENCED AND
INCORPORATED IN THE ADMINISTRATOR'S LETTER APPROVING THE SALE OF THE 1993
REFUNDING BONDS.
1. Trust Indenture - 1993 Appling Bonds, draft dated May 26, 1993
2. Trust Indenture - 1993B Burke Bonds, draft dated May 26, 1993
3. Trust Indenture - 1993 Heard Bonds, draft dated May 26, 1993
4. Loan Agreement - 1993 Appling Bonds, draft dated May 26, 1993
5. Loan Agreement - 1993B Burke Bonds, draft dated May 26, 1993
6. Loan Agreement - 1993 Heard Bonds, draft dated May 26, 1993
7. 1993 Appling Note, draft dated May 26, 1993
8. 1993B Burke Note, draft dated May 26, 1993
9. 1993 Heard Note, draft dated May 26, 1993
10. Purchase Contract - 1993 Appling Bonds, draft dated April 30, 1993
11. Purchase Contract - 1993B Burke Bonds, draft dated April 30, 1993
12. Purchase Contract - 1993 Heard Bonds, draft dated April 30, 1993
13. Letter of Representation - 1993 Appling Bonds, draft dated April 30, 1993
14. Letter of Representation - 1993B Burke Bonds, draft dated April 30, 1993
15. Letter of Representation - 1993 Heard Bonds, draft dated April 30, 1993
<PAGE>
[CONFORMED COPY]
PURSUANT TO SECTION 44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS
INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER-ACQUIRED PROPERTY OF THE MORTGAGOR.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
REA PROJECT DESIGNATION:
GEORGIA 109 OPC
CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT
MADE BY AND AMONG
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION),
MORTGAGOR
AND
UNITED STATES OF AMERICA,
NATIONAL BANK FOR COOPERATIVES,
CREDIT SUISSE, ACTING BY AND THROUGH
ITS NEW YORK BRANCH,
AND
TRUST COMPANY BANK,
as trustee under, respectively, the within-mentioned Oglethorpe-
Appling 1978 Bond Indenture, Oglethorpe-Appling 1984 Bond Indenture,
Oglethorpe-Appling 1985 Bond Indenture, Oglethorpe-Appling 1993 Bond Indenture,
Oglethorpe-Burke 1982 Bond Indenture, Oglethorpe-Burke 1984 Bond Indenture,
Oglethorpe-Burke 1984B Bond Indenture, Oglethorpe-Burke 1985 Bond Indenture,
Oglethorpe-Burke 1989 Bond Indenture, Oglethorpe-Burke 1992A Bond Indenture,
Oglethorpe-Burke 1992 (1993A) Bond Indenture, Oglethorpe-Burke 1992 (1994A) Bond
Indenture,
Oglethorpe-Burke 1993B Bond Indenture, Oglethorpe-Heard 1978 Bond Indenture,
Oglethorpe-Heard 1993 Bond Indenture, Oglethorpe-Monroe 1982 Bond Indenture
and Oglethorpe-Monroe 1992A Bond Indenture,
MORTGAGEES
Dated as of September 1, 1993
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THIS INSTRUMENT CONSTITUTES A DEED TO SECURE DEBT AND SECURITY AGREEMENT
COVERING BOTH REAL AND PERSONAL PROPERTY OF A CORPORATION ENGAGED IN THE
PRODUCTION AND TRANSMISSION OF ELECTRICITY AND IS TO BE CROSS-INDEXED, PURSUANT
TO (S)(S) 44-14-36 AND 11-9-302(3)(C) OF OFFICIAL CODE OF GEORGIA ANNOTATED, IN
ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR OTHER ENCUMBRANCES ON
PERSONAL PROPERTY.
<PAGE>
TABLE OF CONTENTS
(The Table of Contents for this Consolidated Mortgage and Security
Agreement is for convenience of reference only and is not intended to define,
limit or describe the scope or intent of any provision of this Consolidated
Mortgage and Security Agreement.)
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
GRANTING CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PROPERTY DESCRIPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 12
HABENDUM CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
ARTICLE I. Additional Notes
Section 1. Additional Notes; Future Advances. . . . . . . . . . . 98
Section 2. Supplemental Mortgages . . . . . . . . . . . . . . . . 99
ARTICLE II. Particular Covenants of the Mortgagor
Section 1. Transactions Authorized. . . . . . . . . . . . . . . . 99
Section 2. Ownership of Property; Discharge of Liens. . . . . . . 99
Section 3. Additional Encumbrances and Indebtedness . . . . . . . 101
Section 4. Payment of Principal, Interest and Other Amounts Due;
Prepayments Permitted. . . . . . . . . . . . . . . . . 102
Section 5. Preservation of Franchises, Etc.; Preservation of
Corporate Existence; Mergers or Consolidations; Sales
of Assets; Releases of Property. . . . . . . . . . . . 102
Section 6. Maintenance of Property. . . . . . . . . . . . . . . . 105
Section 7. Purchase of Assets; Long-Term Leases . . . . . . . . . 107
Section 8. Insurance. . . . . . . . . . . . . . . . . . . . . . . 107
Section 9. Advances by Mortgagees for Unpaid Taxes, Insurance,
Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 10. Extension of System; Certain Contracts, Expenses and
Investments. . . . . . . . . . . . . . . . . . . . . . 109
Section 11. Salaries and Wages . . . . . . . . . . . . . . . . . . 110
Section 12. Maintenance of Records; Financial Information. . . . . 110
Section 13. Further Assurances; Additional Security Upon Deficit
in Net Income. . . . . . . . . . . . . . . . . . . . . 110
Section 14. Extensions of Time; Consent of Mortgagor . . . . . . . 111
Section 15. TIER, DSC. . . . . . . . . . . . . . . . . . . . . . . 111
Section 15A. ADSCR. . . . . . . . . . . . . . . . . . . . . . . . . 112
Section 16. Limit on Distributions . . . . . . . . . . . . . . . . 113
Section 17. Applications of Proceeds - Eminent Domain. . . . . . . 113
Section 18. General Manager. . . . . . . . . . . . . . . . . . . . 114
Section 19. No Defaults under Other Agreements; Notice of
Amendments and Limitations of Remedies under Bond
Instruments. . . . . . . . . . . . . . . . . . . . . . 114
Section 20. Location of Certain Records. . . . . . . . . . . . . . 114
Section 21. Rights of Way, Easements . . . . . . . . . . . . . . . 114
Section 22. Limit on Investments . . . . . . . . . . . . . . . . . 114
Section 23. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . 115
Section 24. Enforcement of Contracts; Provision of Electric Power
and Energy . . . . . . . . . . . . . . . . . . . . . . 115
i
<PAGE>
ARTICLE III. Remedies of the Mortgagees and Noteholders . . . . . . . 116
Section 1. Events of Default; Remedies of Government. . . . . . . 116
Events of Default
(a) default in payment under notes. . . . . . . . 116
(b) event of default under loan agreements. . . . 116
(c) default in observance of certain covenants. . 116
(d) default in observance of other covenants. . . 116
(e) bankruptcy. . . . . . . . . . . . . . . . . . 116
(f) receiver or liquidator appointed. . . . . . . 116
(g) forfeiture of charter or certain franchises,
permits, etc. . . . . . . . . . . . . . . . . 116
(h) final judgment unsatisfied. . . . . . . . . . 116
(i) default re subordinated indebtedness. . . . . 116
Remedies of Government -
(aa) acceleration. . . . . . . . . . . . . . . . . 117
(bb) possession. . . . . . . . . . . . . . . . . . 117
(cc) enforcement of legal and equitable rights . . 117
(dd) sale of property. . . . . . . . . . . . . . . 117
(ee) sale under power pursuant to Georgia Law. . . 117
Section 2. Remedies of Other Mortgagees and Noteholders. . . . . 118
(a) after 30 days . . . . . . . . . . . . . . . . 118
(b) inability of Government to act; right of
CoBank to act; right of Credit Bank to act. . 119
(c) acceleration by Trustees. . . . . . . . . . . 120
(d) receiver after one year . . . . . . . . . . . 120
Section 3. Notice of Defaults and Remedies . . . . . . . . . . . 121
Section 4. Purchase of Property by Noteholders . . . . . . . . . 121
Section 5. Application of Proceeds . . . . . . . . . . . . . . . 121
Section 6. Remedies Cumulative; No Election. . . . . . . . . . . 122
Section 7. No Interference with Exercise of Remedies . . . . . . 122
Section 8. Waiver of Default after Cure. . . . . . . . . . . . . 122
Section 9. Mortgagees as Attorney in Fact. . . . . . . . . . . . 122
Section 10. No Consent to Reorganizations, Arrangements or
Compositions. . . . . . . . . . . . . . . . . . . . . 122
Section 11. Actions in Name of Mortgagees . . . . . . . . . . . . 122
ARTICLE IV. Possession Until Default - Defeasance Clause. . . . . . . 122
Section 1. Possession until Default. . . . . . . . . . . . . . . 122
Section 2. Legal Effect of Assignment. . . . . . . . . . . . . . 123
Section 3. Defeasance. . . . . . . . . . . . . . . . . . . . . . 123
ARTICLE V. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 123
Section 1. All Property as Realty. . . . . . . . . . . . . . . . 123
Section 2. Binding Effect on Successors and Assigns. . . . . . . 124
Section 3. Headings for Convenience Only . . . . . . . . . . . . 124
Section 4. Notices . . . . . . . . . . . . . . . . . . . . . . . 124
Section 5. Severability. . . . . . . . . . . . . . . . . . . . . 125
Section 6. Glossary of Terms . . . . . . . . . . . . . . . . . . 125
Section 7. Security Agreement and Financing Statement. . . . . . 148
Section 8. Indemnification of Mortgagees . . . . . . . . . . . . 149
Section 9. Government as Noteholder. . . . . . . . . . . . . . . 149
Section 10. Administrator . . . . . . . . . . . . . . . . . . . . 149
Section 11. Execution Counterparts. . . . . . . . . . . . . . . . 149
Section 12. Amendments of Certain Provisions Not Requiring Consent of
ii
<PAGE>
Trustees, Credit Bank or CoBank. . . . . . . . . . 149
Section 13. Amendments for Certain Purposes Not Requiring Consent of
Trustees, Credit Bank or CoBank. . . . . . . . . . 150
Section 14. Amendments or Substitution Not Requiring Consent of Certain
Trustees . . . . . . . . . . . . . . . . . . . . . 150
Section 15. Document Constitutes Deed to Secure Debt. . . . . . . 151
Section 16. Governing Law . . . . . . . . . . . . . . . . . . . . 151
Section 17. Effect of Failure to Issue Certain Note . . . . . . . 151
Section 18. Amendment if Government No Longer a Noteholder. . . . 152
Section 19. Liability of Mortgagees . . . . . . . . . . . . . . . 153
Section 20. Effect Prior to Advance Under Certain Note. . . . . . 153
Section 21. Effect of Failure to Authenticate and Deliver Certain
Bonds. . . . . . . . . . . . . . . . . . . . . . . 154
Section 22. Effect While Letter of Credit Outstanding . . . . . . 154
Section 23. Substitute Letter of Credit Provider. . . . . . . . . 155
TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
iii
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT, dated as of September 1,
1993, made by and among OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION CORPORATION), an electric membership corporation
organized and existing under the laws of the State of Georgia, formerly known as
Oglethorpe Electric Membership Corporation (hereinafter called the "Mortgagor"),
the UNITED STATES OF AMERICA (hereinafter called the "Government"), acting
through the Administrator of the Rural Electrification Administration
(hereinafter called "REA"), NATIONAL BANK FOR COOPERATIVES (hereinafter called
"CoBank"), a bank chartered by the Government and supervised and examined by the
Farm Credit Administration, an independent agency of the Government (successor
by merger effective January 1, 1989, to Columbia Bank for Cooperatives), Credit
Suisse (hereinafter called the "Credit Bank"), a banking corporation organized
and existing under the laws of Switzerland, acting by and through its New York
Branch, and TRUST COMPANY BANK, a banking corporation organized and existing
under the laws of the State of Georgia, as trustee under, respectively, the
Oglethorpe-Appling 1978 Bond Indenture, the Oglethorpe-Appling 1984 Bond
Indenture, the Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling
1993 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the
Oglethorpe-Burke 1984 Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture,
the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond
Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992
(1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the
Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture,
the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond
Indenture and the Oglethorpe-Monroe 1992A Bond Indenture, as such indentures are
defined in the Glossary of Terms contained hereinbelow (hereinafter called the
"Trustees") (the Government, CoBank, the Credit Bank and the Trustees
hereinafter sometimes called the "Mortgagees").
RECITALS
WHEREAS, the Mortgagor has incurred or may incur, from time to time,
pursuant to the Act and under the REA Loan Contract certain indebtedness and
other obligations to the Government or to third parties and guaranteed by the
Government (including indebtedness incurred by the assumption by the Mortgagor
of the indebtedness of third parties to the Government or to other third parties
and guaranteed by the Government), which indebtedness and other obligations are
or are to be evidenced, as applicable, by Outstanding Notes, Additional
Guaranteed Notes and Additional REA Notes; and
WHEREAS, pursuant to the Oglethorpe-Appling 1978 Loan Agreement, the
Oglethorpe-Appling 1984 Loan Agreement, the Oglethorpe-Appling 1985 Loan
Agreement, the Oglethorpe-Burke 1982 Loan Agreement, the Oglethorpe-Burke 1984
Loan Agreement, the Oglethorpe-Burke 1984B Loan Agreement, the Oglethorpe-Burke
1985 Loan Agreement, the Oglethorpe-Burke 1989 Loan Agreement, the
Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke 1992 (1993A) Loan
Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement, the
Oglethorpe-Heard 1978 Loan Agreement, the Oglethorpe-Monroe 1982 Loan Agreement
and the Oglethorpe-Monroe 1992A Loan Agreement, Appling Authority, Burke
Authority, Heard Authority and Monroe Authority agreed to issue the
Oglethorpe-Appling (1978 Bond Indenture) Bonds, the Oglethorpe-Appling (1984
Bond Indenture) Bonds, the Oglethorpe-Appling (1985 Bond Indenture) Bonds, the
Oglethorpe-Burke (1982 Bond Indenture) Bonds, the Oglethorpe-Burke (1984 Bond
Indenture) Bonds, the Oglethorpe-Burke (1984B Bond Indenture) Bonds, the
Oglethorpe-Burke (1985 Bond Indenture) Bonds, the Oglethorpe-Burke (1989 Bond
Indenture) Bonds, the Oglethorpe-Burke (1992A Bond Indenture) Bonds, the
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992
(1994A) Bond Indenture) Bonds, the Oglethorpe-Heard (1978 Bond Indenture) Bonds,
the Oglethorpe-Monroe (1982 Bond Indenture) Bonds and the Oglethorpe-Monroe
(1992A Bond Indenture) Bonds, respectively, and to loan the proceeds thereof to
the Mortgagor in accordance with the terms and conditions of the
Oglethorpe-Appling 1978 Loan Agreement, the Oglethorpe-Appling 1984 Loan
Agreement, the Oglethorpe-Appling 1985 Loan Agreement, the Oglethorpe-Burke 1982
Loan Agreement, the Oglethorpe-Burke 1984 Loan Agreement, the Oglethorpe-Burke
1984B Loan Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the
Oglethorpe-Burke 1989 Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement,
the Oglethorpe-Burke 1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992
(1994A) Loan Agreement, the Oglethorpe-Heard 1978 Loan Agreement, the
Oglethorpe-Monroe 1982 Loan Agreement and the Oglethorpe-Monroe 1992A Loan
Agreement, respectively, which loans are or are to be evidenced by the execution
and delivery of Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
<PAGE>
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, respectively
[, including the First Oglethorpe-Appling (1978 Loan Agreement) Pollution
Control Note, the First Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Note, the First Oglethorpe-Appling (1985 Loan Agreement) Pollution
Control Note, the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control
Note, the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note,
the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, the
First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note, the First
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note], from time to
time by the Mortgagor to the Oglethorpe-Appling 1978 Trustee, the
Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the
Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the
Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A)
Trustee, the Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Monroe 1982 Trustee
and the Oglethorpe-Monroe 1992A Trustee, respectively; and
WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor, pursuant to the REA Loan Contract,
heretofore has duly authorized, executed and delivered the First REA
Transmission Note; and
WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor, pursuant to the REA Loan Contract,
heretofore has duly authorized, executed and delivered the Second REA
Transmission Note; and
WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor heretofore has entered into the First
CoBank Transmission Loan Agreement and has accordingly duly authorized, executed
and delivered to CoBank the First CoBank Transmission Note; and
WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor heretofore has entered into the Second
CoBank Transmission Loan Agreement and has accordingly duly authorized, executed
and delivered to CoBank the Second CoBank Transmission Note; and
WHEREAS, to finance a portion of the cost of its facilities, the Mortgagor,
pursuant to the REA Loan Contract, heretofore has duly authorized, executed and
delivered the Outstanding Guaranteed Notes; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes and Oglethorpe-Heard (1978 Loan Agreement) Pollution
Control Notes, the Mortgagor heretofore has authorized, executed and delivered
to the Government, the Oglethorpe-Appling 1978 Trustee and the Oglethorpe-Heard
1978 Trustee, the 1978 Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution
Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes
and Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the
Mortgagor heretofore has authorized, executed and delivered to the Government,
the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1982
Mortgage; and
2
<PAGE>
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution
Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank
Notes, the Mortgagor heretofore has authorized, executed and delivered to the
Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Burke
1982 Trustee, the Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982
Trustee, the 1984 June Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Heard (1978 Loan
Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement)
Pollution Control Notes and the CoBank Notes, the Mortgagor heretofore has
authorized, executed and delivered to the Government, CoBank, the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the
Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Heard 1978 Trustee and the
Oglethorpe-Monroe 1982 Trustee, the 1984 December Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution
Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes
and the CoBank Notes, the Mortgagor heretofore has authorized, executed and
delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the
Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the
Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1985
Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution
Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes
and the CoBank Notes, the Mortgagor heretofore has authorized, executed and
delivered to the Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the
Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1984 Trustee, the
Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Heard 1978 Trustee and the Oglethorpe-Monroe 1982 Trustee, the 1988
Supplemental Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank
Notes, the Mortgagor heretofore has authorized, executed and delivered to the
Government, CoBank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling
1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982
Trustee, the Oglethorpe-Burke 1984 Trustee,
3
<PAGE>
the Oglethorpe-Burke 1984B Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Heard 1978 Trustee and the
Oglethorpe-Monroe 1982 Trustee, the 1989 Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized,
executed and delivered to the Government, CoBank, the Credit Bank, the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Heard 1978 Trustee and the
Oglethorpe-Monroe 1982 Trustee, the 1992 April Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized,
executed and delivered to the Government, CoBank, the Credit Bank, the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Heard 1978 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee, the 1992
October Mortgage; and
WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement)
Pollution Control Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes, the Mortgagor heretofore has authorized,
executed and delivered to the Government, CoBank, the Credit Bank, the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee, the 1992
December Mortgage; and
WHEREAS, to provide for security for the timely payment of principal and
interest on the 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds and to
provide for the payment of the tender purchase price
4
<PAGE>
thereof in the event of an optional or mandatory tender for purchase pursuant to
the Oglethorpe-Burke 1992A Bond Indenture, the Mortgagor has entered into the
Credit Agreement and has duly authorized, executed and delivered to the Credit
Bank the First Credit Bank Note; and
WHEREAS, to refinance a portion of the cost of construction, acquisition
and improvement of certain pollution control systems and facilities appertaining
to the Edwin I. Hatch Plant, the Mortgagor desires to enter into the
Oglethorpe-Appling 1993 Loan Agreement pursuant to which Appling Authority
agrees to issue the Oglethorpe-Appling (1993 Bond Indenture) Bonds, and to loan
the proceeds thereof to the Mortgagor in accordance with the terms and
conditions of the Oglethorpe-Appling 1993 Loan Agreement, such loan to be
evidenced by the execution and delivery of the Oglethorpe-Appling (1993 Loan
Agreement) Pollution Control Notes [, including the First Oglethorpe-Appling
(1993 Loan Agreement) Pollution Control Note,] from time to time by the
Mortgagor to the Oglethorpe-Appling 1993 Trustee; and
WHEREAS, pursuant to the Oglethorpe-Appling 1993 Loan Agreement and the
Oglethorpe-Appling 1993 Bond Indenture, the Mortgagor will apply the proceeds of
the loan evidenced by the First Oglethorpe-Appling (1993 Loan Agreement)
Pollution Control Note, together with amounts from other sources, in partial
prepayment of the First Oglethorpe-Appling (1978 Loan Agreement) Pollution
Control Note and the First Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Note, by paying such amounts to the Oglethorpe-Appling 1978 Trustee and
the Oglethorpe-Appling 1984 Trustee pursuant to Section 8.1 of the
Oglethorpe-Appling 1978 Loan Agreement and Section 8.1 of the Oglethorpe-Appling
1984 Loan Agreement, respectively, for the purpose of refunding certain
maturities of the outstanding Oglethorpe-Appling (1978 Bond Indenture) Bonds and
Oglethorpe-Appling (1984 Bond Indenture) Bonds pursuant to Sections 308 and 402
of the Oglethorpe-Appling 1978 Bond Indenture and Sections 308 and 402 of the
Oglethorpe-Appling 1984 Bond Indenture, respectively; and
WHEREAS, as a result of such prepayment, the aggregate outstanding
principal amount of the First Oglethorpe-Appling (1978 Loan Agreement) Pollution
Control Note and the First Oglethorpe-Appling (1984 Loan Agreement) Pollution
Control Note will be reduced by an amount greater than the original principal
amount outstanding under the First Oglethorpe-Appling (1993 Loan Agreement)
Pollution Control Note; and
WHEREAS, to refinance a portion of the cost of construction, acquisition
and improvement of certain pollution control systems and facilities appertaining
to the Alvin W. Vogtle Plant, the Mortgagor desires to enter into the
Oglethorpe-Burke 1993B Loan Agreement pursuant to which Burke Authority agrees
to issue the Oglethorpe-Burke (1993B Bond Indenture) Bonds, and to loan the
proceeds thereof to the Mortgagor in accordance with the terms and conditions of
the Oglethorpe-Burke 1993B Loan Agreement, such loan to be evidenced by the
execution and delivery of the Oglethorpe-Burke (1993B Loan Agreement) Pollution
Control Notes [, including the First Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Note,] from time to time by the Mortgagor to the
Oglethorpe-Burke 1993B Trustee; and
WHEREAS, pursuant to the Oglethorpe-Burke 1993B Loan Agreement and the
Oglethorpe-Burke 1993B Bond Indenture, the Mortgagor will apply the proceeds of
the loan evidenced by the First Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Note, together with amounts from other sources, in partial
prepayment of the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control
Note and the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control
Note, by paying such amounts to the Oglethorpe-Burke 1984 Trustee and the
Oglethorpe-Burke 1984B Trustee pursuant to Section 8.1 of the Oglethorpe-Burke
1984 Loan Agreement and Section 8.1 of the Oglethorpe-Burke 1984B Loan
Agreement, respectively, for the purpose of refunding certain maturities of the
outstanding Oglethorpe-Burke (1984 Bond Indenture) Bonds and Oglethorpe-Burke
(1984B Bond Indenture) Bonds pursuant to Sections 308 and 402 of the
Oglethorpe-Burke 1984 Bond Indenture and Sections 308 and 402 of the
Oglethorpe-Burke 1984B Bond Indenture, respectively; and
WHEREAS, as a result of such prepayment, the aggregate outstanding
principal amount of the First Oglethorpe-Burke (1984 Loan Agreement) Pollution
Control Note and the First Oglethorpe-Burke (1984B Loan Agreement) Pollution
Control Note will be reduced by an amount greater than the original principal
amount outstanding under the First Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Note; and
5
<PAGE>
WHEREAS, to refinance a portion of the cost of construction, acquisition
and improvement of certain pollution control systems and facilities appertaining
to the Hal B. Wansley Plant, the Mortgagor desires to enter into the
Oglethorpe-Heard 1993 Loan Agreement pursuant to which Heard Authority agrees to
issue the Oglethorpe-Heard (1993 Bond Indenture) Bonds, and to loan the proceeds
thereof to the Mortgagor in accordance with the terms and conditions of the
Oglethorpe-Heard 1993 Loan Agreement, such loan to be evidenced by the execution
and delivery of the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control
Notes [, including the First Oglethorpe-Heard (1993 Loan Agreement) Pollution
Control Note,] from time to time by the Mortgagor to the Oglethorpe-Heard 1993
Trustee; and
WHEREAS, pursuant to the Oglethorpe-Heard 1993 Loan Agreement and the
Oglethorpe-Heard 1993 Bond Indenture, the Mortgagor will apply the proceeds of
the loan evidenced by the First Oglethorpe-Heard (1993 Loan Agreement) Pollution
Control Note, together with amounts from other sources, in partial prepayment of
the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note, by
paying such amounts to the Oglethorpe-Heard 1978 Trustee pursuant to Section 8.1
of the Oglethorpe-Heard 1978 Loan Agreement for the purpose of refunding certain
maturities of the outstanding Oglethorpe-Heard (1978 Bond Indenture) Bonds
pursuant to Sections 308 and 402 of the Oglethorpe-Heard 1978 Bond Indenture;
and
WHEREAS, as a result of such prepayment, the outstanding principal amount
of the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note will
be reduced by an amount greater than the original principal amount outstanding
under the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note;
and
WHEREAS, to secure the Outstanding Notes, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes, and to secure equally and ratably therewith
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes and
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes, and to establish
certain rights and remedies of the Mortgagees as secured creditors, the
Mortgagor, the Government, CoBank, the Credit Bank and the Trustees desire to
execute and deliver this instrument; and
WHEREAS, certain instruments referred to in the preceding recitals are
identified as follows:
INSTRUMENTS RECITAL
REA Loan Contract: Amended and Consolidated Loan Contract dated as of June 1,
1984 (as heretofore and hereafter amended or supplemented), which amended and
consolidated the Loan Contract dated as of January 7, 1975, between the
Mortgagor and the Government (as such Loan Contract had theretofore been amended
or supplemented).
6
<PAGE>
Outstanding Guaranteed Notes: Ten (10) certain mortgage notes of the Mortgagor
payable to the Guaranteed Lender in an aggregate original principal amount of
$5,421,403,000, as follows:
<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL FINAL
DATE AMOUNT MATURITY DATE
---- -------------- -------------
<S> <C> <C>
Jan. 8, 1975 . . . . . . . . . . $ 513,082,000 Dec. 31, 2016
July 14, 1975 . . . . . . . . . $ 101,700,000 Dec. 31, 2016
Sept. 13, 1976 . . . . . . . . . $ 19,935,000 Dec. 31, 2017
Jan. 6, 1977 . . . . . . . . . . $ 822,606,000 Dec. 31, 2018
Jan. 21, 1980 . . . . . . . . . $ 684,354,000 Dec. 31, 2021
Nov. 1, 1984 . . . . . . . . . . $ 9,796,000 Dec. 31, 2015
Nov. 1, 1984 . . . . . . . . . . $ 42,150,000 Dec. 31, 2021
Apr. 14, 1986 . . . . . . . . . $ 721,000,000 Dec. 31, 2019
Oct. 10, 1988 . . . . . . . . . $ 706,780,000 Dec. 31, 2023
Aug. 21, 1989* . . . . . . . . . $1,800,000,000 Dec. 31, 2016
<FN>
- ---------
* This mortgage note amends and substitutes for that certain mortgage note
dated November 8, 1982, in the original principal amount of $1,800,000,000
with a final maturity date of December 31, 2023. All terms of the 1982
mortgage note remain in full force and effect as to any outstanding advance
under that note until such advance matures or is the subject of a maturity
extension.
</TABLE>
Outstanding REA Notes: Two (2) certain mortgage notes of the Mortgagor payable
to REA (and known as the First REA Transmission Note and the Second REA
Transmission Note, respectively) as follows:
<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL FINAL
DATE AMOUNT MATURITY DATE
---- -------------- -------------
<S> <C> <C>
June 1, 1984 . . . . . . . . . . . . $ 5,543,000 May 31, 2019
Nov. 1, 1984 . . . . . . . . . . . . $ 20,987,000 Oct. 31, 2019
</TABLE>
1978 Mortgage: Consolidated Mortgage and Security Agreement dated as of November
1, 1978, between the Mortgagor, the Government and Trust Company Bank as trustee
under certain outstanding pollution control bond indentures designated therein,
as supplemented by a First Amendment dated as of January 11, 1979 and a
Supplement and Second Amendment dated April 30, 1980, between the Mortgagor, the
Government and Trust Company Bank as trustee under certain outstanding pollution
control bond indentures designated therein.
1982 Mortgage: Consolidated Mortgage and Security Agreement dated as of
September 15, 1982, between the Mortgagor, the Government and Trust Company Bank
as trustee under certain outstanding pollution control bond indentures
designated therein.
1984 June Mortgage: Consolidated Mortgage and Security Agreement dated as of
June 1, 1984, between the Mortgagor, the Government, CoBank and Trust Company
Bank as trustee under certain outstanding pollution control bond indentures
designated therein.
1984 December Mortgage: Consolidated Mortgage and Security Agreement dated as of
December 1, 1984, between the Mortgagor, the Government, CoBank and Trust
Company Bank as trustee under certain outstanding pollution control bond
indentures designated therein.
1985 Mortgage: Consolidated Mortgage and Security Agreement dated as of October
15, 1985, between the Mortgagor, the Government, CoBank and Trust Company Bank
as trustee under certain outstanding pollution control bond indentures
designated therein.
7
<PAGE>
1988 Supplemental Mortgage: First Supplement and Amendment to Consolidated
Mortgage and Security Agreement dated as of November 1, 1988, between the
Mortgagor, the Government, CoBank and Trust Company Bank as trustee under
certain outstanding pollution control bond indentures designated therein.
1989 Mortgage: Consolidated Mortgage and Security Agreement dated as of December
1, 1989, between the Mortgagor, the Government, CoBank and Trust Company Bank as
trustee under certain outstanding pollution control bond indentures designated
therein, as supplemented by a Supplement to Consolidated Mortgage and Security
Agreement dated as of November 21, 1990, between the Mortgagor, the Government,
CoBank and Trust Company Bank as trustee under certain outstanding pollution
control bond indentures designated therein.
1992 April Mortgage: Consolidated Mortgage and Security Agreement dated as of
April 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank
and Trust Company Bank as trustee under certain outstanding pollution control
bond indentures designated therein.
1992 October Mortgage: Consolidated Mortgage and Security Agreement dated as of
October 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank
and Trust Company Bank as trustee under certain outstanding pollution control
bond indentures designated therein.
1992 December Mortgage: Consolidated Mortgage and Security Agreement dated as of
December 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank
and Trust Company Bank as trustee under certain outstanding pollution control
bond indentures designated therein.
First CoBank Transmission Loan Agreement: Loan Agreement dated as of December
30, 1983, between the Mortgagor and CoBank.
Second CoBank Transmission Loan Agreement: Loan Agreement dated as of September
14, 1984, between the Mortgagor and CoBank.
First CoBank Transmission Note: Mortgage note of the Mortgagor dated as of June
1, 1984, in the original principal amount of $2,376,000, maturing on or before
November 1, 2018.
Second CoBank Transmission Note: Mortgage note of the Mortgagor dated as of
November 1, 1984, in the original principal amount of $8,995,000, maturing on or
before September 1, 2019.
Credit Agreement: First Amended and Restated Letter of Credit Reimbursement
Agreement dated as of June 1, 1992, between the Mortgagor and the Credit Bank.
First Credit Bank Note: Mortgage note of the Mortgagor dated as of April 1,
1992, in the original principal amount of $232,983,475.69, maturing on or before
January 1, 2025 (subject to acceleration under certain circumstances referred to
in the Credit Agreement).
Oglethorpe-Appling 1978 Loan Agreement: Loan Agreement dated as of November 1,
1978, between the Mortgagor and Appling Authority.
Oglethorpe-Appling 1984 Loan Agreement: Loan Agreement dated as of November 1,
1984, between the Mortgagor and Appling Authority.
Oglethorpe-Appling 1985 Loan Agreement: Loan Agreement dated as of October 15,
1985, between the Mortgagor and Appling Authority.
Oglethorpe-Appling 1993 Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Appling Authority.
Oglethorpe-Burke 1982 Loan Agreement: Loan Agreement dated as of September 15,
1982, between the Mortgagor and Burke Authority.
8
<PAGE>
Oglethorpe-Burke 1984 Loan Agreement: Loan Agreement dated as of November 1,
1984, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1984B Loan Agreement: Loan Agreement dated as of December 1,
1984, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1985 Loan Agreement: Loan Agreement dated as of October 15,
1984, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1989 Loan Agreement: Loan Agreement dated as of December 1,
1989, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1992A Loan Agreement: Loan Agreement dated as of April 1, 1992,
between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1992 (1993A) Loan Agreement: Loan Agreement dated as of
December 1, 1992, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1992 (1994A) Loan Agreement: Loan Agreement dated as of
December 1, 1992, between the Mortgagor and Burke Authority.
Oglethorpe-Burke 1993B Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Burke Authority.
Oglethorpe-Heard 1978 Loan Agreement: Loan Agreement dated as of November 1,
1978, between the Mortgagor and Heard Authority.
Oglethorpe-Heard 1993 Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Heard Authority.
Oglethorpe-Monroe 1982 Loan Agreement: Loan Agreement dated as of September 15,
1982, between the Mortgagor and Monroe Authority.
Oglethorpe-Monroe 1992A Loan Agreement: Loan Agreement dated as of October 1,
1992, between the Mortgagor and Monroe Authority.
First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of December 1, 1978, in the original principal
amount of $10,540,000, maturing on or before January 1, 2009 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Appling
1978 Loan Agreement).
First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of November 1, 1984, in the original principal
amount of $24,000,000, maturing on or before January 1, 2013 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Appling
1984 Loan Agreement).
First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 15, 1985, in the original principal
amount of $25,000,000, maturing on or before January 1, 2016 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Appling
1985 Loan Agreement).
First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in original principal
amount not exceeding $28,495,000, maturing on or before January 1, 2015 (subject
to acceleration under certain circumstances referred to in the
Oglethorpe-Appling 1993 Loan Agreement).
9
<PAGE>
First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 15, 1982, in the original principal
amount of $110,000,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1982 Loan Agreement).
First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of November 1, 1984, in the original principal
amount of $416,000,000, maturing on or before January 1, 2014 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1984 Loan Agreement).
First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of December 1, 1984, in the original principal
amount of $174,000,000, maturing on or before January 1, 2014 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1984B Loan Agreement).
First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 15, 1985, in the original principal
amount of $200,000,000, maturing on or before January 1, 2017 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1985 Loan Agreement).
First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of December 1, 1989, in the original principal
amount of $92,130,000, maturing on or before January 1, 2022 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1989 Loan Agreement).
First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of April 1, 1992, in the original principal
amount of $216,925,000, maturing on or before January 1, 2025 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1992A Loan Agreement).
First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note:
Mortgage note of the Mortgagor dated as of December 1, 1992, in the original
principal amount of $199,690,000, maturing on or before January 1, 2016 (subject
to acceleration under certain circumstances referred to in the Oglethorpe-Burke
1992 (1993A) Loan Agreement).
First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note:
Mortgage note of the Mortgagor dated as of December 1, 1992, in the original
principal amount of $122,740,000, maturing on or before January 1, 2019 (subject
to acceleration under certain circumstances referred to in the Oglethorpe-Burke
1992 (1994A) Loan Agreement).
First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in an original principal
amount not exceeding $172,050,000, maturing on or before January 1, 2015
(subject to acceleration under certain circumstances referred to in the
Oglethorpe-Burke 1993B Loan Agreement).
First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of December 1, 1978, in the original principal
amount of $18,460,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Heard
1978 Loan Agreement).
First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in an original principal
amount not exceeding $14,100,000, maturing on or before January 1, 2015 (subject
to acceleration under certain circumstances referred to in the Oglethorpe-Heard
1993 Loan Agreement).
First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 15, 1982, in the original principal
amount of $190,000,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Monroe
1982 Loan Agreement).
First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 1, 1992, in the original principal
amount of $143,710,000, maturing on or before January 1, 2012
10
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(subject to acceleration under certain circumstances referred to in the
Oglethorpe-Monroe 1992A Loan Agreement); and
WHEREAS, pursuant to the Agricultural Credit Act of 1987, and the Plan of
Merger contained in the Proxy Statement, dated May 9, 1988, delivered to the
Banks for Cooperatives pursuant to such Act, the Columbia Bank for Cooperatives
merged with other Banks for Cooperatives, effective as of January 1, 1989, and
thereupon became a part of and known as the National Bank for Cooperatives,
which operates under the tradename "CoBank"; and
WHEREAS, for purposes of this Mortgage, all references to CoBank shall be
deemed a reference to the Columbia Bank for Cooperatives for any time period
before January 1, 1989; and
WHEREAS, the Government, CoBank, the Credit Bank and the Trustees are
authorized to enter into this Consolidated Mortgage and Security Agreement; and
WHEREAS, all acts, things, and conditions prescribed by law and by the
articles of incorporation and bylaws of the Mortgagor have been duly performed
and complied with to authorize the execution and delivery hereof by the
Mortgagor and to make this Consolidated Mortgage and Security Agreement a valid
and binding mortgage to secure the Outstanding Notes, Additional Guaranteed
Notes, Additional REA Notes, CoBank Notes, Credit Bank Notes and Pollution
Control Notes; and
WHEREAS, to the extent that any of the property described or referred to
herein is governed by the provisions of the Uniform Commercial Code of any state
(hereinafter called the "Uniform Commercial Code"), the parties hereto desire
that this Consolidated Mortgage and Security Agreement be regarded as a security
agreement and as a financing statement for said security agreement under the
Uniform Commercial Code.
NOW, THEREFORE, in consideration of the premises and the sum of $5 in hand
paid by the Mortgagees to the Mortgagor, the receipt whereof by the Mortgagor
prior to the execution and delivery of this Consolidated Mortgage and Security
Agreement is hereby acknowledged, this Consolidated Mortgage and Security
Agreement (hereinafter called "this Mortgage").
W I T N E S S E T H:
That, subject to the provisions of section 17 of article V hereof, this
Mortgage hereby provides as follows:
IN ORDER TO SECURE the payment of the principal of and interest on the notes,
according to their tenor and effect, and further to secure the due performance
of the covenants, agreements and provisions contained therein (including, in the
case of Guaranteed Notes, the promise to pay and other covenants and agreements
of the Mortgagor to the Government), in this Mortgage, the REA Loan Contract,
the CoBank Loan Agreements, the Credit Agreement and the Pollution Control Loan
Agreements, and to declare the terms and conditions upon which the notes and
such performance are to be secured, the Mortgagor, in consideration of the
premises, has executed and delivered this Mortgage, and has granted, bargained,
sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set
over, and by these presents does hereby grant, bargain, sell, convey, warrant,
assign, transfer, mortgage, pledge and set over, unto the Mortgagees, and their
respective assigns, all and singular the following-described property
(hereinafter sometimes called the "Mortgaged Property"):
I
All right, title and interest of the Mortgagor in and to the electric
generating plants and facilities and electric transmission and distribution
lines and facilities now owned by the Mortgagor and located in the Counties of
Appling, Atkinson, Baker, Baldwin, Banks, Barrow, Bartow, Ben Hill, Berrien,
Bibb, Bleckley, Brantley, Brooks, Bryan, Bulloch, Burke, Butts, Calhoun, Camden,
Candler, Carroll, Charlton, Cherokee, Clarke, Clayton, Clinch, Cobb, Coffee,
Colquitt, Columbia, Cook, Coweta, Crawford, Dade, Dawson, Decatur, DeKalb,
Dodge, Dooly,
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Dougherty, Douglas, Early, Echols, Effingham, Elbert, Emanuel, Fayette, Floyd,
Forsyth, Franklin, Fulton, Gilmer, Glynn, Grady, Greene, Gwinnett, Habersham,
Hall, Hancock, Haralson, Harris, Hart, Heard, Henry, Houston, Irwin, Jackson,
Jasper, Jeff Davis, Jefferson, Jenkins, Johnson, Jones, Lamar, Laurens, Lee,
Liberty, Lincoln, Long, Lowndes, Lumpkin, Macon, Madison, Marion, McDuffie,
McIntosh, Meriwether, Miller, Mitchell, Monroe, Montgomery, Morgan, Murray,
Muscogee, Newton, Oconee, Oglethorpe, Paulding, Peach, Pickens, Pierce, Pike,
Polk, Pulaski, Putnam, Quitman, Rabun, Randolph, Richmond, Rockdale, Screven,
Seminole, Spalding, Stephens, Stewart, Sumter, Tattnall, Taylor, Telfair,
Terrell, Thomas, Tift, Toombs, Treutlen, Troup, Turner, Twiggs, Upson, Walton,
Ware, Warren, Washington, Wayne, Webster, Wheeler, White, Wilcox, Wilkes,
Wilkinson, and Worth, State of Georgia, or hereafter constructed or acquired by
the Mortgagor, wherever located, and in and to all extensions and improvements
thereof and additions thereto, including all substations, service and connecting
lines (both overhead and underground), poles, towers, posts, cross arms, wires,
cables, conduits, mains, pipes, tubes, transformers, insulators, meters,
electrical connections, lamps, fuses, junction boxes, fixtures, appliances,
generators, dynamos, water turbines, water wheels, boilers, steam turbines,
motors, switch boards, switch racks, pipe lines, machinery, tools, supplies,
switching and other equipment, and any and all other property of every nature
and description, used or acquired for use by the Mortgagor in connection
therewith and including, without limitation, the following described property,
now owned or hereafter acquired, to-wit:
1. That certain tract or parcel of land known as the "Big Creek Substation"
containing 2.07 acres, more or less, in Land Lot 102 of the 2nd District of
Appling County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Georgia Power Company, Land Department, recorded in Plat Book 7,
Page 91, Appling County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 165, Page 408, in the
Office of Clerk of Superior Court of Appling County, Georgia.
2. A 30% undivided interest in those certain tracts or parcels of land
containing, in the aggregate, 1337.43 acres, more or less, in Land Lots 618,
619, 620, 580 and 581 of the 2nd District of Appling County, Georgia, being more
particularly shown and delineated as Tracts 1, 2 and 3 on Plat of Survey
prepared by C. H. Wright and certified by C. H. Wright (Registered Land Surveyor
No. 1333), designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT, Property Map
of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties, Georgia, for
Oglethorpe Electric Membership Corporation and Georgia Power Company, dated
December 9, 1974," said plat recorded in Plat Book 8, Page 35, in the Office of
Clerk of Superior Court of Appling County, Georgia.
3. That certain tract or parcel of land known as the "Lanes Bridge
Substation" containing 0.932 acres, more or less, in Land Lot 392 of the 3rd
District of Appling County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Satilla Rural Electric Membership
Corporation, dated September 21, 1990, and recorded in Deed Book 250, Page 564,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 250, Page 567, in the Office of Clerk of Superior
Court of Appling County, Georgia.
4. That certain tract or parcel of land known as the "Pine Grove Substation"
containing 1.1653 acres, more or less, in Land Lot 395 of the 2nd District of
Appling County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 250, Page 547, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page
557, and by Substation Easement from Satilla Rural Electric Membership
Corporation, dated June 21, 1991, and recorded in Deed Book 254, Page 53, in the
Office of Clerk of Superior Court of Appling County, Georgia.
5. That certain tract or parcel of land known as the "Plant Hatch Substation"
containing 53.44 acres, more or less, in Land Lots 392, 488, 521, 536, 569 and
570 of the 2nd District of Appling County, Georgia, being more particularly
shown and delineated on Plat of Survey prepared by Riley, Park, Hayden &
Associates, Inc., Georgia Registered Land Surveyor No. 1749, recorded in Plat
Book 8, Pages 36-38, in the Office of Clerk of Superior Court of Appling County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated January 16, 1975,
and recorded in Deed Book 173, Folio 186, in the Office of Clerk of Superior
Court of Appling County, Georgia, and being that property conveyed to
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Oglethorpe Electric Membership Corporation from Georgia Power Company by General
Warranty Deed and Bill of Sale recorded in Deed Book 163, Page 352, in the
Office of Clerk of Superior Court of Appling County, Georgia.
6. That certain tract or parcel of land known as the "Union School
Substation" containing 4.80 acres, more or less, in Land Lot 55 of the 3rd
District of Appling County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 10, Page 88, Appling County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
B. J. Tyre, dated March 10, 1981, and recorded in Deed Book 193, Page 675, in
the Office of Clerk of Superior Court of Appling County, Georgia.
7. That certain tract or parcel of land known as the "Willacoochee
Substation" containing 0.81 acres, more or less, in Land Lot 27 of the 6th
District of Atkinson County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 104, Page 11, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
104, Page 21, in the Office of Clerk of Superior Court of Atkinson County,
Georgia.
8. That certain tract or parcel of land known as the "Cedar Creek Substation"
containing 3.683 acres, more or less, in Land Lots 105 and 119 of the 318th
G.M.D. of Baldwin County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor
No. 1752, dated June 25, 1977, recorded in Plat Book I, Page 180, in the Office
of Clerk of Superior Court of Baldwin County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from William G. Stiles and Joseph T. Stiles, dated August 25, 1977, and recorded
in Deed Book 125, Page 134, in the Office of Clerk of Superior Court of Baldwin
County, Georgia.
9. That certain tract or parcel of land known as the "Pancras a/k/a Pancrest
Substation" containing 2.6051 acres, more or less, in the 322nd G.M.D. of
Baldwin County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Byron L. Farmer, Surveyor, Georgia Registration No. 1679,
dated January 18, 1976, recorded in Deed Book 110, Page 638, Office of Clerk of
Superior Court of Baldwin County, Georgia, and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by Warranty Deed from Dr. Larry T.
Torrence, dated February 19, 1976, and recorded in Deed Book 110, Page 719, and
by Warranty Deed from Tri-County Electric Membership Corporation, dated April
16, 1976, and recorded in Deed Book 112, Page 542, in the Office of Clerk of
Superior Court of Baldwin County, Georgia.
10. That certain tract or parcel of land known as the "Homer Substation"
containing 0.2236 acres, more or less, in the 265th G.M.D. of Banks County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 62, Page 769, and by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book 62, Page 779, in the Office
of Clerk of Superior Court of Banks County, Georgia.
11. That certain tract or parcel of land known as the "Russell Substation"
containing 1.4312 acres, more or less, in the 246th G.M.D. of Barrow County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 159, Page 15, and by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book 159, Page 25, in the Office
of Clerk of Superior Court of Barrow County, Georgia.
12. That certain tract or parcel of land known as the "Winder Substation"
containing 0.1908 acres, more or less, in the 243rd G.M.D. of Barrow County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 159, Page 32, and by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book 159, Page 42, in the Office
of Clerk of Superior Court of Barrow County, Georgia.
13. That certain tract or parcel of land known as the "Winder Substation"
containing 5.07 acres, more or less, in the 243rd G.M.D. of Barrow County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 7, 1990,
last revised May 31, 1991, recorded in Plat Book 37, Page 202, Barrow County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from James L. Craft and Andrea B. Craft, dated August 8, 1991, and recorded in
13
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Deed Book 172, Page 334, in the Office of the Clerk of Superior Court of Barrow
County, Georgia.
14. That certain tract or parcel of land known as the "Allatoona Substation"
containing 4.45 acres, more or less, in Land Lots 1220 and 1229 of the 21st
District, 2nd Section, of Bartow County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 261,
Page 34, in the Office of Clerk of Superior Court of Bartow County, Georgia.
15. That certain tract or parcel of land known as the "Swakers Substation"
containing 4.73 acres, more or less, in Land Lot 299 of the 4th District of Ben
Hill County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 8, Page 264, Ben Hill County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Audrey D. Jordan,
dated October 29, 1981, and recorded in Deed Book 168, Pages 12-13, in the
Office of Clerk of Superior Court of Ben Hill County, Georgia.
16. That certain tract or parcel of land known as the "Nashville No. 2
Substation" containing 1 acre, more or less, in Land Lot 185 of the 10th
District of Berrien County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by General Warranty Deed and Bill of Sale Made by Georgia Power
Company, dated May 11, 1988, and recorded in Deed Book 182, Pages 78-89, in the
Office of Clerk of Superior Court of Berrien County, Georgia.
17. That certain tract or parcel of land known as the "Bass Road Substation"
containing 6.01 acres, more or less, in Land Lots 317 and 318 of the 13th
District of Bibb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated December 18, 1987, recorded in Plat Book 73, Page 98, in the Office
of Clerk of Superior Court of Bibb County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Hubert A. Williams, dated
December, 1987, and recorded in Deed Book 1689, Page 260 in the Office of Clerk
of Superior Court of Bibb County, Georgia.
18. That certain tract or parcel of land known as the "Forrest Road Switching
Station" containing in the aggregate 3.434 acres, more or less, in Land Lot 297
of the 13th District of Bibb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1244,
Page 831, in the Office of Clerk of Superior Court of Bibb County, Georgia.
19. That certain tract or parcel of land known as the "Fulton Hill
Substation" containing 3.925 acres, more or less, in Land Lot 12 of the 4th
District of Bibb County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor
No. 1956, dated June 9, 1978, recorded in Plat Book 59, Page 79, in the Office
of Clerk of Superior Court of Bibb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Nellie L. Ward, dated August 4, 1978, and recorded in Deed Book 1334, Page 223,
in the Office of Clerk of Superior Court of Bibb County, Georgia.
20. That certain tract or parcel of land known as the "St. Dennis Substation"
containing 6.19 acres, more or less, in Land Lot 110 of the 3rd District of Bibb
County, Georgia, being more particularly shown and delineated
14
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on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated September 23, 1991, recorded in Plat Book 87, Page 380, Bibb County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from George Ann S. Brown and Loya C. Brown, dated September 30, 1992, and
recorded in Deed Book 2203, Pages 105-106, in the Office of the Clerk of
Superior Court of Bibb County, Georgia.
21. That certain tract or parcel of land known as the "Bleckley Substation"
containing 8.21 acres, more or less, in Land Lot 387 of the 2nd District of
Bleckley County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 5, Page 245, Bleckley County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Marjorie Williams
Wimberly, f/k/a Marjorie Williams, dated July 28, 1989, and recorded in Deed
Book D-93, Pages 251-252, in the Office of Clerk of Superior Court of Bleckley
County, Georgia.
22. That certain tract or parcel of land known as the "Cochran Substation"
containing 0.2296 acres, more or less, in Land Lot 171 of the 21st District of
Bleckley County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book D-102, Page 265, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book D-102,
Page 275, in the Office of Clerk of Superior Court of Bleckley County, Georgia.
23. That certain tract or parcel of land known as the "West Side Substation"
containing 0.856 acres, more or less, in Land Lots 171 and 190 of the 21st
District of Bleckley County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated February 8, 1983, recorded in Plat Book 5, Page
344, Bleckley County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Leo L. Phillips, Jr. and John Robert
Phillips, dated March 12, 1993, and recorded in Deed Book D-122, Page 50, in the
office of the Clerk of Superior Court of Bleckley County, Georgia.
24. That certain tract or parcel of land known as the "Lake Windy Substation"
(formerly "Central Estates Substation") containing 7.593 acres, more or less, in
Land Lots 9 and 38 of the 9th District of Brantley County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated October 27, 1978, recorded in
Plat Book 8, Page 148, in the Office of Clerk of Superior Court of Brantley
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Dr. Wynton L. Hall, dated December 1, 1978, and recorded in
Deed Book 35, Page 599, in the Office of Clerk of Superior Court of Brantley
County, Georgia; LESS AND EXCEPT: .93 acres, more or less, conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Brantley County, Georgia,
dated February 10, 1986, and recorded in Deed Book 43, Page 323, in the Office
of Clerk of Superior Court of Brantley County, Georgia.
25. That certain tract or parcel of land known as the "Nahunta Substation"
containing 2.3 acres of land, more or less, in Land Lot 104 of the 2nd District
of Brantley County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 9, Page 246, Brantley County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from E. L. Sears, Jr.,
dated March 3, 1982, and recorded in Deed Book 38, Pages 506-507, in the Office
of Clerk of Superior Court of Brantley County, Georgia.
26. That certain tract or parcel of land known as the "Quitman Substation"
containing 0.492 acres, more or less, in Land Lot 353 of the 12th District of
Brooks County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Colquitt Electric Membership Corporation, dated
September 18, 1990, and recorded in Deed Book 174, Page 228, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 174, Page 231, in the Office of Clerk of Superior Court of Brooks
County, Georgia.
15
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27. That certain tract or parcel of land known as the "South Brooks
Substation" containing 0.81 acres, more or less, in Land Lot 393 of the 12th
District of Brooks County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 174, Page 211, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
174, Page 221, in the Office of Clerk of Superior Court of Brooks County,
Georgia.
28. That certain tract or parcel of land known as the "Burnt Church
Substation" containing 3.64 acres, more or less, in the 20th G.M.D. of Bryan
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November
15, 1988, and recorded in Deed Book 7-P, Page 514, in the Office of the Clerk of
Superior Court of Bryan County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Rayonier Timberlands Operating
Company, dated May 26, 1989, and recorded in Deed Book 7-P, Folio 513, in the
Office of the Clerk of Superior Court of Bryan County, Georgia, and by Quitclaim
Deed from Rayonier Timberlands Operating Company, dated May 26, 1989, and
recorded in Deed Book 7-P, Folio 515, in the Office of the Clerk of Superior
Court of Bryan County, Georgia.
29. That certain tract or parcel of land known as the "Daniel Siding
Substation" containing 2.527 acres, more or less, in the 20th G.M.D. of Bryan
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 4-G, Page 323, in the Office of Clerk of
Superior Court of Bryan County, Georgia.
30. That certain tract or parcel of land known as the "River Substation"
containing 3.544 acres, more or less, in the 1380th G.M.D. of Bryan County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, dated March
26, 1976, revised May 3, 1976, recorded in Plat Book G-2, Page 86, in the Office
of Clerk of Superior Court of Bryan County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from George C. Martin, Elizabeth S. Martin, Janice S. Martin a/k/a Janice Martin
Brown, dated May 20, 1976, and recorded in Deed Book 4-J, Page 77, in the Office
of Clerk of Superior Court of Bryan County, Georgia; LESS AND EXCEPT: 0.160
acres, more or less, conveyed by undated Right-of-Way Deed from Oglethorpe
Electric Membership Corporation to Georgia Department of Transportation.
31. That certain tract or parcel of land known as the "Clito Substation"
containing 3.57 acres, more or less, in the 48th G.M.D. of Bulloch County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 7,
1979, recorded in Plat Book 19, Page 90, in the Office of Clerk of Superior
Court of Bulloch County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from W. C. Hodges, Jr., dated January 3, 1980, and
recorded in Deed Book 398, Page 797, in the Office of Clerk of Superior Court of
Bulloch County, Georgia.
32. That certain tract or parcel of land known as the "Highway 301
Substation" containing 0.3650 acres, more or less, in the 44th G.M.D. of Bulloch
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 560, Page 60, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 560, Page 72, in
the Office of Clerk of Superior Court of Bulloch County, Georgia.
33. That certain tract or parcel of land known as the "Highway 301
Substation" containing .18 acres, more or less, in the 44th G.M.D. of Bulloch
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
2, 1991, last revised March 3, 1992, recorded in Plat Book 40, Page 142, Bulloch
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Tony M. Nevil, dated May 20, 1992, and recorded in Deed Book
619, Page 385, in the Office of the Clerk of Superior Court of Bulloch County,
Georgia.
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34. That certain tract or parcel of land known as the "Langston Substation"
containing 4.82 acres, more or less, in the 1209th G.M.D. of Bulloch County,
Georgia, being more particularly shown and delineated on a Plat of Survey
prepared by Raoul N. Arrayo, Georgia Registered Land Surveyor No. 1336, dated
December 18, 1979, recorded in Plat Book 19, Page 89, in the Office of Clerk of
Superior Court of Bulloch County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mary A. Joiner, dated January 3,
1980, and by Warranty Deed from Dianne B. Brunson and C. Ed Brunson, dated
January 4, 1980, and recorded respectively in Deed Book 398, Page 782, and Deed
Book 398, Page 787, in the Office of Clerk of Superior Court of Bulloch County,
Georgia.
35. That certain tract or parcel of land known as the "Southeast Bulloch
Substation" containing 3.58 acres, more or less, in the 1523rd G.M.D. of Bulloch
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February
24, 1988, recorded in Plat Book 32, Page 7, in the Office of Clerk of Superior
Court of Bulloch County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Hunter M. Robertson, III, dated May 25, 1988,
and recorded in Deed Book 497, Page 352, in the Office of Clerk of Superior
Court of Bulloch County, Georgia.
36. That certain tract or parcel of land known as the "Alexander Substation"
containing 4.25 acres, more or less, in the 63rd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15,
1988, recorded in Plat Book A-5777, Burke County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Jesse C. Palmer,
III, and Pamela Palmer Hummel, f/k/a Betty Pamela Palmer, dated December 6,
1988, and recorded in Deed Book 166, Folio 377 in the Office of Clerk of
Superior Court of Burke County, Georgia.
37. A 30% undivided interest in those certain tracts or parcels of land
containing in the aggregate 3,043.11 acres, more or less, in the 66th and 68th
G.M.D. of Burke County, Georgia, being more particularly shown and delineated as
Tract One on Plat of Survey prepared by C. H. Wright (Registered Land Surveyor
No. 1333), designated as "Boundary Survey of Alvin W. Vogtle Plant Site and
Combustion Turbine Site" dated March 15, 1976, revised December 13, 1976, said
plat being filed in File No. A-3120, in the Office of Clerk of Superior Court of
Burke County, Georgia; and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by General Warranty Deed and Bill of Sale from
Georgia Power Company and recorded in Deed Book 107, Page 100 of Burke County
Records; LESS AND EXCEPT: 3.079 acres, more or less, conveyed by Right-of-Way
Deed, dated December 13, 1982, from Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) to Burke County, Georgia,
recorded in Deed Book 124, Page 740, Burke County Records.
38. That certain tract or parcel of land known as the "Gough Substation"
containing 1.70 acres, more or less, in the 72nd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
George M. Ingram, Georgia Registration No. 799, dated August 23, 1972, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in
Deed Book 101, Page 105, in the Office of Clerk of Superior Court of Burke
County, Georgia.
39. That certain tract or parcel of land known as the "Greenscut Substation"
containing 3.62 acres, more or less, in the 67th G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983, dated
November 5, 1976, recorded in Plat Book A, Page 3199, in the Office of Clerk of
Superior Court of Burke County, Georgia, and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by Warranty Deed from Mrs.
Sterling J. Usher, Jr. a/k/a Thelma D. Usher and Mrs. R. M. Laffitte a/k/a
Elizabeth Usher Laffitte, dated March 4, 1977, and recorded in Deed Book 106,
Page 707, in the Office of Clerk of Superior Court of Burke County, Georgia.
40. That certain tract or parcel of land known as the "Mills Road Substation"
containing 1.848 acres, more or less, in the 62nd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 15, 1986,
and being
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that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Schwank,
Inc., dated March 26, 1987, and recorded in Deed Book 156, Page 764 in the
Office of Clerk of Superior Court of Burke County, Georgia, and by Warranty Deed
from Planters EMC, dated January 29, 1987, and recorded in Deed Book 158, Page
336 in the Office of Clerk of Superior Court of Burke County, Georgia.
41. That certain tract or parcel of land known as the "Plant Vogtle Railroad"
containing 111.346 acres, more or less, being in the 66th and 67th G.M.D. of
Burke County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Riley, Park, Hayden & Associates, Inc., Georgia Registered
Land Surveyor No. 1749, recorded in the Office of Clerk of Superior Court of
Burke County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company, and
recorded in Deed Book 107, Page 100, in the Office of Clerk of Superior Court of
Burke County, Georgia.
42. That certain tract or parcel of land known as the "Arlington Substation"
containing 1.861 acres, more or less, in Land Lot 187 of the 4th District of
Calhoun County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 33, Page 680, in the Office of
Clerk of Superior Court of Calhoun County, Georgia.
43. That certain tract or parcel of land known as the "Kingsland a/k/a Hi Hat
Substation" containing 2.784 acres, more or less, in the 31st G.M.D. of Camden
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 123, Page 175, in the Office of Clerk of
Superior Court of Camden County, Georgia.
44. That certain tract or parcel of land known as the "Metter Substation"
containing 0.3426 acres, more or less, in the 1685th G.M.D. of Candler County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 99, Page 624, and by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book 99, Page 635, in the Office
of Clerk of Superior Court of Candler County, Georgia.
45. That certain tract or parcel of land known as the "Stillmore Substation"
containing 2.74 acres, more or less, in the 1734th G.M.D. of Candler County,
Georgia, and being more particularly shown and delineated on Plat of Survey made
by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 12,
1992, recorded in Plat Book 6, Page 268, Candler County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Georgia-Pacific
Corporation, a Georgia corporation, dated August 4, 1992, and recorded in Deed
Book 108, Page 210, in the Office of the Clerk of Superior Court of Candler
County, Georgia.
46. That certain tract or parcel of land known as the "Buck Creek Substation"
containing 7.49 acres, more or less, in Land Lots 188 and 189 of the 10th
District, Carroll County, Georgia, and being more particularly shown and
delineated on a Plat of Survey prepared by Roland McCann, Georgia Registered
Land Surveyor No. 1752, dated May 21, 1979, recorded in Deed Book 392, Page 840,
in the Office of Clerk of Superior Court of Carroll County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from West
Georgia Industrial Group, Ltd., dated June 21, 1979, and recorded in Deed Book
392, Page 837, in the Office of Clerk of Superior Court of Carroll County,
Georgia.
47. That certain tract or parcel of land known as the "Clem Substation"
containing 0.2447 acres, more or less, in Land Lot 9 of the 4th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 685, Page 472, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 685, Page
482, in the Office of Clerk of Superior Court of Carroll County, Georgia.
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48. That certain tract or parcel of land known as the "Highpoint Road
Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd
District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of
Carroll County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of Clerk of
Superior Court of Douglas County, Georgia, and in Plat Book 32, Page 127, in the
Office of Clerk of Superior Court of Carroll County, Georgia, being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from W. R. Willoughby,
Jr., dated February 19, 1987, and recorded in Deed Book 549, Page 188, in the
Office of Clerk of Superior Court of Douglas County, Georgia, and by Warranty
Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart, dated September 2,
1987, and recorded in Deed Book 574, Page 315, in the Office of Clerk of
Superior Court of Carroll County, Georgia.
49. That certain tract or parcel of land known as the "Jonesville Substation"
containing 4.42 acres, more or less, in Land Lot 117 of the 9th District of
Carroll County, Georgia, being more particularly shown on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 2, 1990,
revised January 4, 1991, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Judgment of Court from Philip A. McIntyre, Larry A. McIntyre, Barry J.
McIntyre and Clarice McIntyre, dated June 17, 1991, and recorded in Deed Book
703, Page 189, in the Office of the Clerk of Superior Court of Carroll County,
Georgia.
50. That certain tract or parcel of land known as the "Moose Lodge
Substation" containing 4.66 acres, more or less, in Land Lot 182 of the 5th
District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 11, 1983, recorded in Plat Book 24, Page 125,
Carroll County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed and Quit Claim Deed from R. Griffin White (a/k/a Griffin White)
and A. M. Ingram, dated September 21, 1983, and recorded in Deed Book 457, Pages
337-340, in the Office of Clerk of Superior Court of Carroll County, Georgia;
and a Warranty Deed from Carrollton East, LTD., by General Partner, P.P.G.
Properties, dated August 25, 1983, and recorded in Deed Book 457, Pages 341-343,
in the Office of Clerk of Superior Court of Carroll County, Georgia.
51. That certain tract or parcel of land known as the "Mount Zion Substation"
containing 7.34 acres, more or less, in Land Lot 246 of the 10th District of
Carroll County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
December 12, 1986, recorded in Plat Book 30, Page 288, in the Office of Clerk of
Superior Court of Carroll County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mary Leslie Earnest, dated
February 19, 1987, and recorded in Deed Book 197, Page 723, in the Office of
Clerk of Superior Court of Carroll County, Georgia.
52. That certain tract or parcel of land known as the "Mount Zion Substation"
containing 1.2550 acres, more or less, in Land Lot 246 of the 10th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 685, Page 489, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 685, Page
500, in the Office of Clerk of Superior Court of Carroll County, Georgia.
53. That certain tract or parcel of land known as the "North Carrollton
Substation" containing 2.36 acres, more or less, in Land Lot 161 of the 10th
District of Carroll County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the
Office of Clerk of Superior Court of Carroll County, Georgia.
54. That certain tract or parcel of land known as the "North Carrollton
Substation" containing 0.526 acres, more or less, in Land Lot 161 of the 10th
District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 9,
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1991, recorded in Plat Book 41, Page 90, Carroll County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Carroll Electric
Membership Corporation, dated October 16, 1991, and recorded in Deed Book 717,
Page 53, in the Office of the Clerk of Superior Court of Carroll County,
Georgia.
55. That certain tract or parcel of land known as the "Oak Mountain
Substation" containing 2.242 acres of land, more or less, in Land Lot 228 of the
5th District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 22, Page 168, Carroll County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Dorsey A. Duffey, dated October 6, 1981, and recorded in Deed Book 426, Page
849, in the Office of Clerk of Superior Court of Carroll County, Georgia.
56. That certain tract or parcel of land known as the "Sand Hill Substation"
containing 2.60 acres, more or less, in Land Lot 111 of the 5th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the Office of
Clerk of Superior Court of Carroll County, Georgia.
57. That certain tract or parcel of land known as the "Tisinger Substation"
containing 9.393 acres, more or less, in Land Lot 93 of the 10th District of
Carroll County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
June 14, 1991, last revised March 26, 1992, Carroll County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Judgment of Court from
Mozelle Edmondson Stone, dated August 19, 1992, and recorded in Deed Book 749,
Page 685, in the Office of the Clerk of Superior Court of Carroll County,
Georgia.
58. That certain tract or parcel of land known as the "Tyus Substation"
containing 0.7637 acres, more or less, in Land Lots 198, 199, 218 and 219 of the
11th District of Carroll County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Carroll Electric
Membership Corporation, dated September 28, 1990, and recorded in Deed Book 685,
Page 507, and by Quitclaim Deed from Georgia Power Corporation, dated December
19, 1990, and recorded in Deed Book 685, Page 510, in the Office of Clerk of
Superior Court of Carroll County, Georgia.
59. A 30% undivided interest in those certain tracts or parcels of land
containing, in the aggregate, 2,144.44 acres, more or less, in Land Lots 154,
153, 152, 151, 150, 149, 155, 156, 157, 158, 159, 160 and 161 of the 4th
District of Carroll County, Georgia, being more particularly shown and
delineated as Tract One, on Plat of Survey prepared by George M. Ingram,
Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY, LAND
DEPARTMENT, perimeter survey of Yellowdirt (Wansley) Plant Area, Carroll and
Heard Counties, Georgia, dated June 19th, 1972, revised December 9th, 1975,"
(known as Plant Wansley), said plat being recorded in Plat Book 16, Page 26, in
the Office of Clerk of Superior Court of Carroll County, Georgia; and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by General
Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power Company
and recorded in Deed Book 342, Page 382, Carroll County Records.
60. That certain tract or parcel of land known as the "St. George Substation"
containing 2.06 acres, more or less, in the 959th G.M.D. of Charlton County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
D, Page 10, Charlton County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from George E. Bell, dated March 29, 1989, and
recorded in Deed Book 35, Pages 462-463, in the Office of Clerk of Superior
Court of Charlton County, Georgia, and by Quit Claim Deed from Charlton County,
Georgia, dated July 6, 1989, and recorded in Deed Book 35, Pages 739-741, in the
Office of Clerk of Superior Court of Charlton County, Georgia.
61. That certain tract or parcel of land known as the "Briarpatch Substation"
containing 0.534 acres, more or less, in Land Lot 143 of the 14th District, 2nd
Section of Cherokee County, Georgia, being that certain tract
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conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated February 21, 1978, and recorded in Deed Book 236,
Page 827, in the Office of Clerk of Superior Court of Cherokee County, Georgia.
62. That certain tract or parcel of land known as the "Cherokee Water
Substation" containing 0.52 acres, more or less, in Land Lot 442 of the 3rd
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 9, 1985, last revised December 17, 1985,
recorded in Plat Book 28, Page 157, in the Office of Clerk of Superior Court of
Cherokee County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Cherokee County Water And Sewer Authority, dated January
7, 1986, and recorded in Deed Book 504, Page 27, in the Office of Clerk of
Superior Court of Cherokee County, Georgia.
63. That certain tract or parcel of land known as the "Lake Arrowhead
Substation" containing 8.545 acres, more or less, in Land Lot 162 of the 22nd
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 37, Page 120, Cherokee County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Mary Jean Payne, Individually, as Executrix under the Last Will and Testament of
Noel Payne and as Executrix under the Last Will and Testament of Estelle E.
Payne, dated July 12, 1989, and recorded in Deed Book 803, Page 665, in the
Office of Clerk of Superior Court of Cherokee County, Georgia; LESS AND EXCEPT:
property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to
Department of Transportation dated December 8, 1989 and recorded in Deed Book
839, Page 289, in the Office of Clerk of Superior Court of Cherokee County,
Georgia.
64. That certain tract or parcel of land known as the "New Light Church
Substation" containing 5.84 acres, more or less, in Land Lot 311 of the 15th
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 12, 1987, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Judgment from Richard B. Bradshaw, dated March 4, 1988, and
recorded in Deed Book 694, Page 320, in the Office of Clerk of Superior Court of
Cherokee County, Georgia; LESS AND EXCEPT: .10 acres, more or less, conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Cherokee County, Georgia,
dated July 29, 1988, and recorded in Deed Book , Page , in the Office of
Clerk of Superior Court of Cherokee County, Georgia.
65. That certain tract or parcel of land known as the "Ridge Road Substation"
containing .902 acres, more or less, in Land Lot 345 of the 15th District, 2nd
Section of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 26, 1991, last revised January 22, 1992,
recorded in Plat Book 41, Page 189, Cherokee County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from W. D. "Bud"
Childers as Executor of the Last Will and Testament of Annie Johnson Childers,
dated February 28, 1992, and recorded in Deed Book 1160, Page 16, in the Office
of the Clerk of Superior Court of Cherokee County, Georgia.
66. That certain tract or parcel of land known as the "West Oak Substation"
containing 5.192 acres, more or less, in Land Lot 1180 of the 21st District, 2nd
Section of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 27, 1988, recorded in Plat Book 36, Page 146,
Cherokee County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from H. Ray McPhail, dated January 11, 1989, and recorded in
Deed Book 763, Folio 611, in the Office of Clerk of Superior Court of Cherokee
County, Georgia.
67. That certain tract or parcel of land known as the "Woodstock Substation"
containing 15.414 acres, more or less, in Land Lot 1210 of the 15th District,
2nd Section, of Cherokee County, Georgia, 6.67 acres of said parcel being more
particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated July 17, 1985, recorded in Plat
Book 28, Page 19, Cherokee County Records, and 8.744
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acres of said parcel being more particularly shown on a Plat of Survey by Lamar
B. Beach, Registered Land Surveyor for Georgia Power Company, dated October,
1972, said tracts were conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Estate
of W. T. Brooks, Evelyn Elizabeth Brooks and Estate of William Pickens Brooks,
Sr., dated August 26, 1985, and recorded in Deed Book 479, Pages 62-64, in the
Office of Clerk of Superior Court of Cherokee County, Georgia, and by General
Warranty Deed and Bill of Sale from Georgia Power Company, dated May 11, 1988,
and recorded in Deed Book 710, Page 96, in the Office of Clerk of Superior Court
of Cherokee County, Georgia.
68. That certain tract or parcel of land known as the "Hull Road Substation"
containing 5.57 acres, more or less, in the 219th G.M.D. of Clarke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
25, Page 395, Clarke County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Coggins Land Company, A Georgia Corporation,
dated September 19, 1989, and recorded in Deed Book 968, Page 329, in the Office
of Clerk of Superior Court of Clarke County, Georgia.
69. That certain tract or parcel of land known as the "Lavendar Road
Substation" containing 2.81 acres, more or less, in the 1347th G.M.D. of Clarke
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January
11, 1988, recorded in Plat Book 24, Page 118, in the Office of Clerk of Superior
Court of Clarke County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Mary Lester Taylor, dated February 9, 1988,
and recorded in Deed Book 814, Page 106, in the Office of Clerk of Superior
Court of Clarke County, Georgia.
70. That certain tract or parcel of land known as the "Tallassee Hydro Dam"
containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke
County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, being more
particularly shown and delineated on a Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated
October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of Clerk
of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65, in the
Office of Clerk of Superior Court of Jackson County, Georgia.
71. That certain tract or parcel of land known as the "Woolsey Substation"
containing 5.737 acres, more or less, in Land Lots 47, 48 & 18 of the 5th
District of Clayton County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 18, 1988, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Crawford Bailey, dated August 10, 1988, and
recorded in Deed Book 1491, Page 790 in the Office of Clerk of Superior Court of
Clayton County, Georgia, and by Judgment from Helen W. Smith, dated September
26, 1988, and recorded in Deed Book 1500, Folio 253, in the Office of Clerk of
Superior Court of Clayton County, Georgia.
72. That certain tract or parcel of land known as the "Fargo Substation"
containing 0.2296 acres, more or less, in Land Lot 323 of the 13th District of
Clinch County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 4C, Page 1, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 4C, Page 11, in
the Office of Clerk of Superior Court of Clinch County, Georgia.
73. That certain tract or parcel of land known as the "West Homerville
Substation" containing 5.06 acres, more or less, in Land Lot 496, of the 7th
District of Clinch County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated July 20, 1990, recorded in Plat Book F, Page 177, in the Office of
the Clerk of Superior Court of Clinch County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Brockway Standard,
Inc., dated December 12,
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1990, and recorded in Deed Book 4C, Page 30, in the Office of the Clerk of
Superior Court of Clinch County, Georgia.
74. That certain tract or parcel of land known as the "Brookstone Substation"
containing 7.420 acres, more or less, in Land Lot 195 of the 20th District of
Cobb County, Georgia, being more particularly shown and delineated on Plats of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 133, Page 86, and in Plat Book 133, Page 87, in the Office
of the Clerk of Superior Court of Cobb County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Leone Hall Johnson
Price f/k/a Leone Hall Johnson dated November 15, 1990, and recorded in Deed
Book 5933, Folio 429 in the Office of the Clerk of Superior Court of Cobb
County, Georgia.
75. That certain tract or parcel of land known as the "Cobb Place Substation"
containing 0.33 acres, more or less, in Land Lot 501 of the 16th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 20, 1985, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Georgia Power Company, dated June 6, 1986, and recorded in
Deed Book 4041, Page 26 in the Office of Clerk of Superior Court of Cobb County,
Georgia.
76. That certain tract or parcel of land known as the "Due West Substation"
containing 7.71 acres, more or less, in Land Lot 296 of the 20th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 24, 1986, last revised May 28, 1986, recorded in Plat Book 110, Page
68, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from E. T.
Brown, as Executor of the Last Will and Testament of William Carl Brown, dated
September 5, 1986, and recorded in Deed Book 4129, Page 396 in the Office of
Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Easement for
Ingress and Egress from Oglethorpe Power Corporation to Cobb County, Georgia
dated August 28, 1989 and recorded in Deed Book 5486, Page 366, Cobb County
Records, AND Slope Easement from Oglethorpe Power Corporation to Cobb County,
Georgia, dated April 8, 1988, and recorded in Deed Book 4966, Page 402, Cobb
County Records.
77. That certain tract or parcel of land known as the "Fair Oaks Substation"
containing 2.30 acres, more or less, in Land Lot 13 of the 17th District, 2nd
Section, Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the
Office of Clerk of Superior Court of Cobb County, Georgia.
78. That certain tract or parcel of land known as the "Five Points
Substation" containing 3.597 acres, more or less, in Land Lot 898 of the 16th
District, 2nd Section of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Wammock & Company, dated August 15, 1980, and recorded in Deed Book 2222, Page
547, in the Office of Clerk of Superior Court of Cobb County, Georgia; LESS AND
EXCEPT: 0.146 acres of land, more or less, in Land Lot 898 of the 16th District,
2nd Section of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records,
and being that certain tract conveyed from Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed to
Cobb County, Georgia, dated October 13, 1980, and recorded in Deed Book 2267,
Page 434, in the Office of Clerk of Superior Court of Cobb County, Georgia.
79. That certain tract or parcel of land known as the "Flint Hill Substation"
containing 2.174 acres, more or less, in Land Lot 1137 of the 19th District of
Cobb County, Georgia, being more particularly shown on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 20, 1990,
recorded in Plat Book 5866, Page 380, Cobb County Records, and being that
certain tract conveyed to Oglethorpe Power
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Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from ECLA Loan Fund, dated September 11, 1990, and recorded in
Deed Book 5866, Page 378-379, in the Office of the Clerk of Superior Court of
Cobb County, Georgia.
80. That certain tract or parcel of land known as the "Fontaine Substation"
containing 2.015 acres, more or less, in Land Lots 184 and 185 of the 17th
District, 2nd Section of Cobb County, Georgia, and being more particularly shown
and delineated on Plat of Survey prepared by Ronnie L. Ray, Georgia Registered
Land Surveyor No. 1781, dated July 1, 1975, revised March 24, 1976, recorded at
Plat Book 66, Page 33, in the Office of Clerk of Superior Court of Cobb County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Douglas County Electric Membership
Corporation, dated July 16, 1976, and recorded in Deed Book 1702, Page 726, in
the Office of Clerk of Superior Court of Cobb County, Georgia.
81. That certain tract or parcel of land known as the "Hawkins Store Road
Substation" containing 3.76 acres, more or less, in Land Lots 211 and 212 of the
16th District of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 3, 1987, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Sue W. Davis, dated September
15, 1987, and recorded in Deed Book 4645, Page 183, in the Office of Clerk of
Superior Court of Cobb County, Georgia; LESS AND EXCEPT: property conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia,
dated November 28, 1989, and recorded in Deed Book 5585, Page 225, Cobb County
Records.
82. That certain tract or parcel of land known as the "Lassiter Substation"
containing 6.50 acres, more or less, in Land Lots 401 and 464 of the 16th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by James E. Mallett, Jr., Surveyor, Georgia Registration
No. 1983, dated May 13, 1976, recorded in Plat Book 66, Page 170, in the Office
of Clerk of Superior Court of Cobb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Harriett F. Reeves,
dated November 16, 1976, and recorded in Deed Book 1733, Page 77, in the Office
of Clerk of Superior Court of Cobb County, Georgia.
83. That certain tract or parcel of land known as the "Lithia Springs
Substation" containing 9.21 acres, more or less, in Land Lots 127 and 106 of the
18th District, 2nd Section, Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by W.L. Bishop, Surveyor, dated June,
1969, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book 1623, Page 231, in the Office of Clerk of Superior
Court of Cobb County, Georgia.
84. That certain tract or parcel of land known as the "Lost Mountain
Substation" containing 4.9804 acres, more or less, in Land Lot 82 of the 19th
District of Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Cobb Electric Membership Corporation,
dated August 28, 1990, and recorded in Deed Book 5963, Page 1, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 5963, Page 4, in the Office of Clerk of Superior Court of Cobb County,
Georgia.
85. That certain tract or parcel of land known as the "Macland Substation"
containing 9.665 acres, more or less, in Land Lots 685 and 722 of the 19th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated May 12, 1988, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from James E. Stokes and Willie H. Stokes, dated May 19, 1988,
and recorded in Deed Book 4945, Page 140, in the Office of Clerk of Superior
Court of Cobb County, Georgia; LESS AND EXCEPT: .329 acres, more or less,
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia dated June 12, 1992 and filed for record in Deed Book 6916, Page 534,
Cobb County Records.
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86. That certain tract or parcel of land known as the "Maybreeze Substation"
containing 4.164 acres, more or less, in Land Lots 203 and 230 of the 16th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated June 30, 1987, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Steven B. Leebow, dated August 7, 1987, and recorded in
Deed Book 4596, Page 268, in the Office of Clerk of Superior Court of Cobb
County, Georgia; SUBJECT TO: Easement from Oglethorpe Power Corporation to
Georgia Power Company dated May 3, 1988, and recorded in Deed Book 5027, Page
146, in the Office of Clerk of Superior Court of Cobb County, Georgia.
87. That certain tract or parcel of land known as the "Mountain Park
Substation" containing 4.59 acres, more or less, in Land Lot 38 of the 16th
District, 2nd Section of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Parkwood Properties (Ltd. Partnership), dated November 19,
1980, and recorded in Deed Book 2278, Page 480, in the Office of Clerk of
Superior Court of Cobb County, Georgia; LESS AND EXCEPT: 0.112 acres, more or
less, conveyed by Warranty Deed dated July 13, 1981, from Oglethorpe Power
Corporation to Cobb County, Georgia; AND .051 acres, more or less, conveyed by
Right-of-Way Deed dated March 16, 1992, from Oglethorpe Power Corporation to
Georgia Department of Transportation and recorded in Deed Book , Page , Cobb
County Records.
88. That certain tract or parcel of land known as the "McPherson Road
Substation" containing 7.416 acres, more or less, in Land Lots 54 and 100 of the
1st District, 2nd Section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 20, 1984, recorded in Plat Book 95, Page 59, Cobb
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Eugene M. Clary, dated September 5, 1984, and recorded in
Deed Book 3274, Page 92, in the Office of Clerk of Superior Court of Cobb
County, Georgia: .47 acres, more or less, conveyed by Right-of-Way Deed from
Oglethorpe Power Corporation to Cobb County, Georgia, dated December 8, 1984,
and recorded in Deed Book 3365, Page 516, Cobb County Records; AND .05 acres,
more or less, conveyed by Oglethorpe Power Corporation to Cobb County, Georgia,
dated December 10, 1984, and recorded in Deed Book 3365, Page 518, Cobb County
Records.
89. That certain tract or parcel of land known as the "North Marietta
Substation" containing 9.21 acres, more or less, in Land Lot 1143 of the 16th
District of Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in the
Office of Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: Easement
from Oglethorpe Power Corporation to Louie H. Simmons and Melba J. Simmons dated
March 28, 1991 and recorded in Deed Book 6124, Page 391, in the Office of Clerk
of Superior Court of Cobb County, Georgia.
90. That certain tract or parcel of land known as the "North Marietta
Substation" containing 1.22 acres, more or less, in Land Lot 1143 of the 16th
District of Cobb County, Georgia and being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated September 9, 1991 recorded in Plat Book 136, Page 10 in
Cobb County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from John H. Fitts, dated November 19, 1990, and recorded in Deed
Book 5935, Pages 160-161, and Warranty Deed from Homer Lee Burge, dated November
19, 1990, and recorded in Deed Book 5935, Pages 162-163 and Warranty Deed from
Eugene King and Dessie King, dated November 19, 1990, and recorded in Deed Book
5935, Pages 167-168, and Warranty Deed from Louie H. Simmons, dated December 19,
1990, and recorded in Deed Book 6013, Pages 0423-0424, and Warranty Deed from
Hazel S. Saine, dated December 14, 1990, and recorded in Deed Book 6013, Page
0425 in the Office of the Clerk of Superior Court of Cobb County, Georgia.
91. That certain tract or parcel of land known as the "Oakdale Substation"
containing 1.377 acres, more or less, in Land Lot 756 of the 17th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 11, 1985,
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last revised September 19, 1985, recorded in Plat Book 103, Page 90, in the
Office of Clerk of Superior Court of Cobb County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Louise Gray Howard
as Trustee Under Agreement (6-1-73) with James W. Howard for the Benefit of
James Walton Howard, Jr., Anne Gray Howard and John Winston Howard, dated
September 20, 1985, and recorded in Deed Book 3684, Page 109, in the Office of
Clerk of Superior Court of Cobb County, Georgia.
92. That certain tract or parcel of land known as the "Parkaire Substation"
in Land Lot 215 of the 1st District, 2nd Section of Cobb County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 1623, Page 231, in the Office of Clerk of Superior Court of Cobb
County, Georgia.
93. That certain tract or parcel of land known as the "Roberts Road
Substation" containing 0.23 acres, more or less, in Land Lots 172 and 173 of the
20th District of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 20, 1985, recorded in Deed Book 4041, Page 25,
in the Office of Clerk of Superior Court of Cobb County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Georgia Power
Company, dated June 6, 1986, and recorded in Deed Book 4041, Page 24, in the
Office of Clerk of Superior Court of Cobb County, Georgia.
94. That certain tract or parcel of land known as the "South Acworth
Substation" containing 4.41 acres, more or less, in Land Lot 49 of the 20th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated October 31, 1986, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Henry J. Yee, David R. Clarke, Ngkam Tongi
and Jason Kwok Wai Chan, dated August 6, 1987, and recorded in Deed Book 4596,
Page 259, in the Office of Clerk of Superior Court of Cobb County, Georgia, and
by Judgment from Warren L. Day and Jack Diemer, et al., dated November 28, 1987,
and recorded in Deed Book 4724, Page 8, in the Office of Clerk of Superior Court
of Cobb County, Georgia.
95. That certain tract or parcel of land known as the "Terrell Mill
Substation" containing 5.163 acres, more or less, in Land Lot 924 of the 17th
District, 2nd Section of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered
Land Surveyor No. 1956, dated June 25, 1978, and recorded in Deed Book 71, Page
101, in the Office of Clerk of Superior Court of Cobb County, Georgia, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from W. H. Hutcheson and Vernice Hutcheson, dated August 9, 1978,
and recorded in Deed Book 1916, Page 347, in the Office of Clerk of Superior
Court of Cobb County, Georgia; LESS AND EXCEPT: .143 acre, more or less,
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia dated September 13, 1978, and recorded in Deed Book 1928, Page 592, Cobb
County Records; AND 1.17 acres, more or less, conveyed by Warranty Deed, dated
June 13, 1984, from Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) to William Marcus Reed, II, recorded in
Deed Book 3156, Pages 196-200, Cobb County Records.
96. That certain tract or parcel of land known as the "Tritt Road Substation"
containing 6.354 acres, more or less, in Land Lots 599 and 626 of the 16th
District, 2nd section of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 133, Page 98, in the Office of the
Clerk of Superior Court of Cobb County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by (1) Warranty Deed from Joan Penelope Strait dated
October 4, 1990, and recorded in Deed Book 5889, Folio 236, (2) Quitclaim Deed
from James R. Strait a/k/a James Randall Strait dated October 4, 1990, and
recorded in Deed Book 5889, Folio 242, (3) Quitclaim Deed from Helen M. Strait
dated September 4, 1990, and recorded in Deed Book 5889, Folio 240, and (4)
Quitclaim Deed from Brenda K. Barlow Strait dated October 4, 1990 and recorded
in Deed Book 5889, Folio 238, all having been recorded in the Office of the
Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: Property
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia dated January 25, 1990, and recorded in Deed Book 5683,
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Page 28, Cobb County Records, AND .716 acres, more or less, conveyed by
Quitclaim Deed from Oglethorpe Power Corporation to Alicia Smith a/k/a William
L. Smith dated October 2, 1992 and recorded in Deed Book 6946, Page 324, Cobb
County Records; AND SUBJECT TO: Easement from Oglethorpe Power Corporation to
Cobb Electric Membership Corporation dated October 5, 1990 and recorded in Deed
Book 5918, Page 52, Cobb County Records.
97. That certain tract or parcel of land known as the "West Marietta
Substation" containing 30.752 acres, more or less, in Land Lot 625 of the 19th
District, 2nd Section of Cobb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company dated August 11, 1975, and recorded in Deed Book 1623,
Page 231, in the Office of Clerk of Superior Court of Cobb County, Georgia;
SUBJECT TO: Sewer Line Easement from Oglethorpe Power Corporation to Cobb
County, Georgia, dated March 18, 1986, and recorded in Deed Book 3927, Page 10,
in the Office of Clerk of Superior Court of Cobb County, Georgia.
98. That certain tract or parcel of land known as the "Baker Highway
Substation" containing 1.882 acres, more or less, in Land Lot 103 of the 6th
District of Coffee County, Georgia, being more particularly shown and delineated
on Plat of Survey made by George M. Ingram, Georgia Registered Land Surveyor No.
799, dated July 26, 1972, recorded in Plat Book 7, Page 159, Coffee County
Records, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book RE-75, Page 1362, in the Office of Clerk of Superior
Court of Coffee County, Georgia.
99. That certain tract or parcel of land known as the "Bushnell Substation"
containing 2.60 acres, more or less, in Land Lot 88 of the 6th District of
Coffee County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
March 15, 1984, recorded in Plat Book 35, Page 60, Coffee County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by two Warranty Deeds from
Rexford Batten, the first dated April 17, 1984, and recorded in Real Estate Book
84, Page 1091, in the Office of Clerk of Superior Court of Coffee County,
Georgia, and the second dated July 17, 1984, and recorded in Real Estate Book
84, Page 1947, in the Office of Clerk of Superior Court of Coffee County,
Georgia; LESS AND EXCEPT: 0.10 acres, more or less, conveyed by Oglethorpe Power
Corporation to Coffee County, Georgia, by Rural Post Roads Right-of-Way Deed,
dated November 15, 1988, and recorded in Deed Book 300, Page 248, in the Office
of Clerk of Superior Court of Coffee County, Georgia.
100. That certain tract or parcel of land known as the "Douglas Substation"
in Land Lot 145 of the 6th District of Coffee County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty
Deed from Georgia Power Company, dated August 13, 1975, and recorded in Reel 75,
Page 1365, in the Office of Clerk of Superior Court of Coffee County, Georgia.
101. That certain tract or parcel of land known as the "Oak Park Substation"
containing 1.14 acres, more or less, in Land Lot 236 of the 6th District of
Coffee County, Georgia, being more particularly shown as Tract Two of survey
made by George M. Ingram, Georgia Registered Land Surveyor No. 799, dated
November 23, 1973, recorded in Plat Book 8, Page 107, Coffee County Records, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company dated August 11, 1975, and recorded
in Deed Book RE-75, Page 1362, in the Office of Clerk of Superior Court of
Coffee County, Georgia.
102. That certain tract or parcel of land known as the "Wilsonville
Substation" containing 8.60 acres, more or less, in Land Lot 445 of the 6th
District of Coffee County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated September 3, 1987, recorded in Plat Book 46, Page 13, in the Office
of Clerk of Superior Court of Coffee County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from James L. Carter,
dated October 21, 1987, and recorded in Deed Book 271, Page 23, in the Office of
Clerk of Superior Court of Coffee County, Georgia.
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103. That certain tract or parcel of land known as the "Berlin Substation"
containing 0.456 acres, more or less, in Land Lot 487 of the 9th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Georgia Power Company, Land Department, recorded in Plat
Book 3, Page 148, in the Office of Clerk of Superior Court of Colquitt County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed
from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book
445, Page 343, in the Office of Clerk of Superior Court of Colquitt County,
Georgia.
104. That certain tract or parcel of land known as the "Cool Springs
Substation" containing 0.9413 acres, more or less, in Land Lots 109 and 122 of
the 9th District of Colquitt County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Georgia Power Company, dated January
25, 1978, recorded in Plat Book 10, Page 124, in the Office of Clerk of Superior
Court of Colquitt County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 445, Page 308, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
445, Page 319, in the Office of Clerk of Superior Court of Colquitt County,
Georgia.
105. That certain tract or parcel of land known as the "Doerun Substation"
containing 3.50 acres, more or less, in Land Lot 41 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 14, 1988, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Judgment from James C. Williams and Charles Everett, dated August 1, 1988, and
recorded in Deed Book 418, Page 521, in the Office of Clerk of Superior Court of
Colquitt County, Georgia.
106. That certain tract or parcel of land known as the "Rose Hill Substation"
containing 0.954 acres, more or less, in Land Lot 319 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by W. L. Bishop, Surveyor, dated April, 1966, recorded in
Plat Book 4, Page 283, in the Office of Clerk of Superior Court of Colquitt
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 445, Page 326, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page 336,
in the Office of Clerk of Superior Court of Colquitt County, Georgia.
107. That certain tract or parcel of land known as the "Sunset Substation"
containing 4.541 acres, more or less, in Land Lot 383 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 26, 1980, and recorded in Plat Book 13, Page 134, in the Office of
Clerk of Superior Court, Colquitt County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from C. O. Smith, Jr. Farms, A
Limited Partnership, dated April 22, 1980, and recorded in Deed Book 344, Page
401, in the Office of Clerk of Superior Court, Colquitt County, Georgia.
108. That certain tract or parcel of land known as the "Tallokus Substation"
containing 0.7504 acres, more or less, in Land Lot 432 of the 8th District of
Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 445, Page 290, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page
301, in the Office of Clerk of Superior Court of Colquitt County, Georgia.
109. That certain tract or parcel of land known as the "Berzelia Substation"
containing 4.33 acres, more or less, in the 125th G.M.D. of Columbia County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 17,
1988, recorded in Plat Book B, Slide 29 #3, Columbia County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Ronnie
N. Horseman, dated January 4, 1989, and recorded in Deed Book 724, Folio 151, in
the Office of Clerk of Superior Court of Columbia County, Georgia.
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110. That certain tract or parcel of land known as the "Deere Substation"
containing 0.16 acres, more or less, in the 126th and 1285th G.M.D. of Columbia
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November
12, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Easement for
Pole Mounted Substation from John Deere Commercial Products, Inc., dated March
13, 1991, and recorded in Deed Book 931, Page 269, in the Office of the Clerk of
Superior Court of Columbia County, Georgia.
111. That certain tract or parcel of land known as the "Cecil Substation"
containing 1.3422 acres, more or less, in Land Lot 458 of the 9th District of
Cook County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 208, Page 349, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 208, Page 359,
in the Office of Clerk of Superior Court of Cook County, Georgia.
112. That certain tract or parcel of land known as the "Cecil Substation"
containing 0.27 acres, more or less, in Land Lot 458 of the 9th District of Cook
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 18, 1991, last revised February 5, 1992, recorded in Plat Book 47,
Page 7, Cook County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from William Davis Fulp, dated February 28, 1992, and recorded
in Deed Book 221, Page 336, in the Office of the Clerk of Superior Court of Cook
County, Georgia.
113. That certain tract or parcel of land known as the "Mountain Creek
Substation" containing 4.103 acres, more or less, in Land Lot 36 of the 5th
District of Coweta County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 27, Page 93, Coweta County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Lindsey H. Barron,
dated May 12, 1980, and recorded in Deed Book 316, Pages 719-720, in the Office
of Clerk of Superior Court of Coweta County, Georgia.
114. That certain tract or parcel of land known as the "North Coweta
Substation" containing 2.93 acres, more or less, in Land Lot 98 of the 7th
District of Coweta County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated July 12, 1982, and being that certain tract transferred to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Final Judgment in Civil Action, File No. 12645, the Condemnation
Proceeding Order of said Civil Action being dated November 2, 1982, and recorded
in Deed Book 343, Pages 455-458, in the Office of Clerk of Superior Court of
Coweta County, Georgia.
115. That certain tract or parcel of land known as the "Senoia Substation"
containing 2.79 acres, more or less, in Land Lot 286 of the 1st District of
Coweta County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 257, Page 32, in the Office of
Clerk of Superior Court of Coweta County, Georgia.
116. That certain tract or parcel of land known as the "Sharpsburg
Substation" containing 10.0 acres, more or less, in the Land Lot 122 of the 1st
District of Coweta County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No.
2178, dated May 26, 1992, recorded in Plat Book 54, Page 239, Coweta County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Leslie M. Alden a/k/a Leslie Alden, dated January 12, 1993, and recorded in
Deed Book 729, Pages 500-501, in the office of the Clerk of Superior Court of
Coweta County, Georgia.
117. That certain tract or parcel of land known as the "Dawsonville
Substation" containing 1.6463 acres, more or less, in Land Lot 254 of the 13th
District of Dawson County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation
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Easement from Sawnee Electric Membership Corporation, dated September 20, 1990,
and recorded in Deed Book 138, Page 241, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 138, Page
244, in the Office of Clerk of Superior Court of Dawson County, Georgia.
118. That certain tract or parcel of land known as the "Juno Substation"
containing 4.508 acres, more or less, in Land Lot 1171 of Dawson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated March 24,
1989, recorded in Plat Book 24, Page 159, Dawson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Winston H. Harben,
dated April 13, 1989, and recorded in Deed Book 119, Folio 516, in the Office of
Clerk of Superior Court of Dawson County, Georgia, and by Quitclaim Deed from
Winston H. Harben, dated May 10, 1989, and recorded in Deed Book 120, Folio 229,
in the Office of Clerk of Superior Court of Dawson County, Georgia.
119. That certain tract or parcel of land known as the "Attapulgus
Substation" containing 2.98 acres, more or less, in Land Lots 184 and 185 of the
20th District of Decatur County, Georgia, and being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 28, 1992, recorded in Cabinet B, Slide 92-1,
Decatur County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from H. A. Laird and Jean F. Laird, dated June 15, 1992, and
recorded in Deed Book F-17, Pages 133-134, in the Office of the Clerk of
Superior Court of Decatur County, Georgia.
120. That certain tract or parcel of land known as the "Attapulgus
Substation" containing 1.0127 acres, more or less, in Land Lots 184 and 185 of
the 20th District of Decatur County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Grady County Electric
Membership Corporation, dated September 5, 1990, and recorded in Deed Book L-16,
Page 511, and by Quitclaim Deed from Georgia Power Corporation, dated December
19, 1990, and recorded in Deed Book L-16, Page 514, in the Office of Clerk of
Superior Court of Decatur County, Georgia.
121. That certain tract or parcel of land known as the "Pine Hill Substation"
containing 2.73 acres, more or less, in Land Lot 452 of the 15th District of
Decatur County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 15, 1986, recorded in Plat Book D, Page 76, in the Office of Clerk of
Superior Court of Decatur County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Owen Aultman, dated November 21,
1986, and recorded in Deed Book N14, Page 311, in the Office of Clerk of
Superior Court of Decatur County, Georgia; and by Warranty Deed from Decatur
County, Georgia, dated November 21, 1986, and recorded in Deed Book N14, Page
313, in the Office of Clerk of Superior Court of Decatur County, Georgia.
122. That certain tract or parcel of land known as the "Recovery Substation"
containing 0.90 acres, more or less, in Land Lot 352 of the 21st District of
Decatur County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book D, Page 151, Decatur County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Myrtle B. Johnson,
dated October 10, 1989, and recorded in Deed Book W-15, Page 743, in the Office
of Clerk of Superior Court of Decatur County, Georgia.
123. That certain tract or parcel of land known as the "Recovery Substation"
containing 1.3742 acres, more or less, in Land Lot 352 of the 21st District of
Decatur County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Grady County Electric Membership Corporation, dated
September 5, 1990, and recorded in Deed Book L-16, Page 521, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book L-16, Page 524, in the Office of Clerk of Superior Court of Decatur
County, Georgia.
124. That certain tract or parcel of land known as the "Mimosa Substation"
containing 9.28 acres, more or less, in Land Lot 4 of the 15th District of
DeKalb County, Georgia, being more particularly shown and delineated on
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Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 12, 1988, recorded in Plat Book 86, Page 63, in the Office of
Clerk of Superior Court of DeKalb County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mrs. Neva D. Warren, dated
January 27, 1988, and recorded in Deed Book 6081, Page 642, in the Office of
Clerk of Superior Court of DeKalb County, Georgia; LESS AND EXCEPT: property
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to DeKalb
County, Georgia, recorded in Deed Book 6119, Page 344, in the Clerk of Superior
Court of DeKalb County, Georgia.
125. That certain tract or parcel of land known as the "OPC New Corporate
Headquarters Facility" containing 20.76 acres, more or less, in Land Lots 188
and 189 of the 18th District of DeKalb County, Georgia, being more particularly
shown and delineated on Plat of Survey made by George T. White, Georgia
Registered Land Surveyor No. 1929, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Southern Realty Equities, Inc., dated
July 15, 1981, and recorded in Deed Book 4503, Pages 114-115, in the Office of
Clerk of Superior Court of DeKalb County, Georgia.
126. That certain tract or parcel of land known as the "Dodge Substation"
containing 5.11 acres, more or less, in Land Lot 17 of the 15th District of
Dodge County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 11, 1986, revised April 25, 1986, recorded in Plat Book 20, Page 223, in
the Office of Clerk of Superior Court of Dodge County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Executor's Deed from John S. Candler,
II, Executor, dated May 9, 1986, and recorded in Deed Book 190, Page 92, in the
Office of Clerk of Superior Court of Dodge County, Georgia.
127. That certain tract or parcel of land known as the "Eastman Substation"
containing 4.749 acres, more or less, in Land Lot 279 of the 16th District of
Dodge County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 140, Page 656, in the Office of
Clerk of Superior Court of Dodge County, Georgia.
128. That certain tract or parcel of land known as the "Milan Substation"
containing 0.79 acres, more or less, and being in Land Lot 67 of the 14th
District of Dodge County, Georgia, being more particularly shown and delineated
on a topographic map of said property entitled "Ocmulgee EMC No. 3 44/12 kV
Substation" prepared by the Georgia Power Company Engineering Department, dated
November 14, 1955, and being that certain tract conveyed by a General Warranty
Deed and Bill of Sale made by Georgia Power Company to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation),
dated April 4, 1980, and recorded in Deed Book 163, Page 589, in the Office of
Clerk of Superior Court of Dodge County, Georgia.
129. That certain tract or parcel of land known as the "Plainfield
Substation" containing 2.065 acres, more or less, in Land Lot 133 of the 16th
District of Dodge County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Carey E. Treadwell, Georgia Registered Land Surveyor
No. 1538, dated May 19, 1973, recorded in Plat Book 11, Page 290, Dodge County
Records, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book 140, Page 656, in the Office of Clerk of Superior
Court of Dodge County, Georgia.
130. That certain tract or parcel of land known as the "Roddy Substation"
containing 1.065 acres, more or less, in Land Lot 254 of the 19th District of
Dodge County, Georgia, being more particularly shown and delineated and
described as "Ga. Power Co." on Plat of Survey prepared by W. L. Bishop,
Surveyor, dated April, 1966, recorded in Plat Book 7, Page 68, in the Office of
Clerk of Superior Court of Dodge County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from Georgia Power Company,
dated December 19, 1990, and recorded in Deed Book 217, Page 265, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 217, Page 275, in the Office of Clerk of Superior Court of
Dodge County, Georgia.
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131. That certain tract or parcel of land known as the "Bratcher Creek
Substation" containing 1.967 acres, more or less, in Land Lot 224 of the 3rd
District of Dooly County, Georgia, being more particularly shown and delineated
on Plat of Survey made by James R. Littlefield, Surveyor, Georgia Registration
No. 1304, dated September 19, 1975, recorded at Plat Book 4, Page 204, Dooly
County Land Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from T. J. Watson and Lillie D.
Watson, dated December 1, 1975, and recorded in Deed Book 120, Page 299, in the
Office of Clerk of Superior Court of Dooly County, Georgia.
132. That certain tract or parcel of land known as the "Peavey Substation"
containing 5.03 acres, more or less, in Land Lot 50 of the 3rd District of Dooly
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April
27, 1990, recorded in Plat Book 8, Page 213, Dooly County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Jack
Brannen Farms, Inc., dated July 25, 1990, and recorded in Deed Book 178, Page
862, in the Office of the Clerk of Superior Court of Dooly County, Georgia, and
by Quitclaim Deed from Jack Brannen Farms, Inc., dated July 25, 1990, and
recorded in Deed Book 178, Page 863, in the Office of the Clerk of Superior
Court of Dooly County, Georgia.
133. That certain tract or parcel of land known as the "Gillionville Road
Substation" containing 3.391 acres, more or less, in Land Lot 87 of the 2nd
District of Dougherty County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 29, 1979, and recorded in Deed Book 636, Page
150, in the Office of Clerk of Superior Court of Dougherty County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from T. J.
McDowell, dated June 6, 1979, and recorded in Deed Book 636, Page 148, in the
Office of Clerk of Superior Court of Dougherty County, Georgia.
134. That certain tract or parcel of land known as the "Hardup Substation"
containing 0.15 acres, more or less, being part of Lot 9 of the Acker-Headrick
Subdivision in Dougherty County, Georgia, as shown and delineated on Plat of
Survey recorded in Plat Book 2, Page 140, Dougherty County Records, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Mitchell Electric Membership Corporation, dated August 14,
1975, and recorded in Deed Book 553, Page 566, in the Office of Clerk of
Superior Court of Dougherty County, Georgia.
135. That certain tract or parcel of land known as the "Pecan City
Substation" containing 6.56 acres, more or less, in Land Lots 93 and 94 of the
1st District of Dougherty County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 9, 1985, last revised November 11, 1985, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deeds from Mrs.
Frances Wellman, dated October 15, 1985, and recorded in Deed Book 781, Page 289
in the Office of Clerk of Superior Court of Dougherty County, Georgia, and from
Lobarton Investments, Inc., dated January 16, 1986, and recorded in Deed Book
779, Pages 217-219 in the Office of Clerk of Superior Court of Dougherty County,
Georgia.
136. That certain tract or parcel of land known as the "Bankhead Park
Substation" containing 5.53 acres, more or less, in Land Lot 542 of the 18th
District, 2nd Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 21, 1984, recorded in Plat Book 13, Page 121,
Douglas County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Quitclaim Deed from Rebecca Jane Riley, Carolyn Elizabeth Garrett and Dorothy
Gail Watson, dated July 30, 1984, and recorded in Deed Book 450, Pages 528-529,
in the Office of Clerk of Superior Court of Douglas County, Georgia.
137. That certain tract or parcel of land known as the "Cedar Mountain
Substation" containing 12.10 acres, more or less, in Land Lot 222 of the 2nd
District of Douglas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated December 9, 1982, recorded in Plat Book 12, Page 191,
Douglas County Records, and being that certain tract
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conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mrs. Evie L. Wellham, dated
March 3, 1983, and recorded in Deed Book 412, Pages 141-142, in the Office of
Clerk of Superior Court of Douglas County, Georgia.
138. That certain tract or parcel of land known as the "Central Church Road
Substation" containing 3.83 acres, more or less, in Land Lot 97 of the 2nd
District, 5th Section of Douglas County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed dated
August 11, 1975, and recorded in Deed Book 278, Page 386, in the Office of Clerk
of Superior Court of Douglas County, Georgia.
139. That certain tract or parcel of land known as the "Douglasville
Substation" in Land Lots 541 and 542 of the 18th District of Douglas County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book 278, Page 386, in the Office of Clerk of Superior
Court of Douglas County, Georgia; LESS AND EXCEPT: 3.65 acres, more or less,
conveyed to Douglas County Electric Membership Corporation dated October 8,
1986, and recorded in Deed Book 572, Page 332, in the Office of the Clerk of
Superior Court of Douglas County, Georgia.
140. That certain tract or parcel of land known as the "Fairplay Substation"
containing 0.925 acres, more or less, in Land Lot 115 of the 3rd District of
Douglas County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 704, Page 535, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 704, Page
545, in the Office of Clerk of Superior Court of Douglas County, Georgia.
141. That certain tract or parcel of land known as the "Groover Lake
Substation" containing 7.15 acres, more or less, in Land Lot 670 of the 18th
District of Douglas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 28, 1988, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Guy A. Sears, Sr., dated June
22, 1988, and recorded in Deed Book 608, Page 652, in the Office of Clerk of
Superior Court of Douglas County, Georgia.
142. That certain tract or parcel of land known as the "Highpoint Road
Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd
District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of
Carroll County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of Clerk of
Superior Court of Douglas County, Georgia, and in Plat Book 32, Page 127, in the
Office of Clerk of Superior Court of Carroll County, Georgia, being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from W. R. Willoughby,
Jr., dated February 19, 1987, and recorded in Deed Book 549, Page 188, in the
Office of Clerk of Superior Court of Douglas County, Georgia, and by Warranty
Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart, dated September 2,
1987, and recorded in Deed Book 574, Page 315, in the Office of Clerk of
Superior Court of Carroll County, Georgia; SUBJECT TO: Easement from Oglethorpe
Power Corporation to Southern Bell Telephone and Telegraph Company, dated May 5,
1990, recorded in Deed Book 558, Page 797, in the Office of the Clerk of
Superior Court of Douglas County, Georgia.
143. That certain tract or parcel of land known as the "Mason Creek
Substation" containing 5.89 acres, more or less, in Land Lot 102 of the 2nd
District, 5th Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from John O. Warren, dated November 21, 1988, and recorded in Deed
Book 627, Page 293, in the Office of Clerk of Superior Court of Douglas County,
Georgia.
144. That certain tract or parcel of land known as the "Mount Carmel
Substation" containing 7.49 acres, more or less, in Land Lot 1010 of the 18th
District, 2nd Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752,
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dated November 22, 1988, recorded in Plat Book 16, Page 288, Douglas County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Paul H. Robinson, Jr., dated December 29, 1988, and recorded in Deed Book
629, Page 528, in the Office of Clerk of Superior Court of Douglas County,
Georgia.
145. That certain tract or parcel of land known as the "North Damascus
Substation" containing 0.58 acres, more or less, in Land Lot 252, of the 6th
District of Early County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated March 7, 1991, recorded in Plat Book 170, Page 164, in the Office of
the Clerk of Superior Court of Early County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Freda Daniel
McArthur, dated April 4, 1991, and recorded in Deed Book 178, Page 318, in the
Office of the Clerk of Superior Court of Early County, Georgia.
146. That certain tract or parcel of land known as the "Sawhatchee
Substation" containing 0.6258 acres, more or less, in Land Lot 344 of the 28th
District of Early County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 177, Page 355, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
177, Page 365, in the Office of Clerk of Superior Court of Early County,
Georgia.
147. That certain tract or parcel of land known as the "Wright's Chapel
Substation" containing 5.45 acres, more or less, in Land Lot 133 of the 16th
District of Echols County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No.
2178, dated April 23, 1993, recorded in PC 1, Slide 60, Page 3, Echols County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Patricia J. Strickland and Sherrel Lavon Strickland, dated June 22, 1993,
and recorded in Deed Book 35, Page 309, in the office of the Clerk of Superior
Court of Echols County, Georgia.
148. That certain tract or parcel of land known as the "Egypt Substation"
containing 6.744 acres, more or less, being Tract "A" and Tract "B," in the 12th
G.M.D. of Effingham County, Georgia, and being more particularly shown and
delineated on Plat of Survey made by James E. Mallett, Jr., Surveyor, dated
August 17, 1976, and recorded in Plat Book 10, Page 16, Effingham County
Records, and being those certain tracts conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deeds from Edwin J. Wheeler, Jr., dated
September 15, 1976, and recorded in Deed Book 176, Page 320; and also being a
portion of that certain tract retained by Oglethorpe Electric Membership
Corporation in a Warranty Deed from Mrs. Electra M. Hurst a/k/a Mrs. E. M.
Hurst, dated June 4, 1976, and recorded in Deed Book 175, Page 421, in the
Office of Clerk of Superior Court of Effingham County, Georgia; LESS AND EXCEPT:
5.310 acres, more or less, conveyed by Warranty Deed from Oglethorpe Electric
Membership Corporation to Edwin J. Wheeler, dated August 27, 1976, and recorded
in Deed Book 176, Page 318, in the Office of Clerk of Superior Court of
Effingham County, Georgia.
149. That certain tract or parcel of land known as the "Dewey Rose
Substation" containing 0.2291 acres, more or less, in the 197th G.M.D. of Elbert
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 179, Page 548, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 179, Page 558,
in the Office of Clerk of Superior Court of Elbert County, Georgia.
150. That certain tract or parcel of land known as the "Elberton Substation"
containing 3.8413 acres, more or less, in the 496th G.M.D. of Elbert County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed (.413 acres) from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 179, Page 565, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 179, Page
576, in the Office of Clerk of Superior Court of Elbert County, Georgia, and by
Easement Agreement (3.8 acres) from Georgia Power Company, dated December 3,
1992, and recorded in Deed Book 195, Page 662-667, in the office of the Clerk of
Superior Court of Elbert County, Georgia.
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151. That certain tract or parcel of land known as the "Elberton 115/46 KV
Substation" containing 3.8 acres, more or less, in the 196 G.M.D. of Elbert
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated
November 8, 1991, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Easement Agreement from Georgia Power Company, dated December 3, 1992, and
recorded in Deed Book 195, Page 662-667, in the office of the Clerk of Superior
Court of Elbert County, Georgia.
152. That certain tract or parcel of land known as the "Twin Lakes
Substation" containing 0.5447 acres, more or less, in Land Lot 34 of the 190th
G.M.D. of Elbert County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 179, Page 531, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
179, Page 541, in the Office of Clerk of Superior Court of Elbert County,
Georgia.
153. That certain tract or parcel of land known as the "Nunez Substation"
containing 3.251 acres, more or less, of the 53rd G.M.D. of Emanuel County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
12, Page 28, Emanuel County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Emanuel County Development Authority, dated
December 16, 1981, and recorded in Deed Book H.U., Pages 802-803, in the Office
of Clerk of Superior Court of Emanuel County, Georgia.
154. That certain tract or parcel of land known as the "Northeast Emanuel
Substation" containing 4.469 acres, more or less, in the 57th G.M.D. of Emanuel
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October
21, 1991, last revised April 27, 1992, recorded in Plat Book 16, Page 7, Emanuel
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Richard M. McNeely, dated June 11, 1992, and recorded in Deed
Book 40, Pages 511-512, in the Office of the Clerk of Superior Court of Emanuel
County, Georgia.
155. That certain tract or parcel of land known as the "Swainsboro
Substation" containing 0.1146 acres, more or less, in the 53rd G.M.D. of Emanuel
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 26, Page 377, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 26, Page 387, in
the Office of Clerk of Superior Court of Emanuel County, Georgia.
156. That certain tract or parcel of land known as the "Wadley Substation"
containing 0.1039 acres, more or less, in the 1208th G.M.D. of Emanuel County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Jefferson Electric Membership Corporation, dated August 29, 1990,
and recorded in Deed Book 26, Page 394, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 26, Page 397, in
the Office of Clerk of Superior Court of Emanuel County, Georgia.
157. That certain tract or parcel of land known as the "Bernhard Road
Substation" containing 3.44 acres, more or less, in Land Lot 224 of the 4th
District of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 1, 1983, recorded in Plat Book 14, Page 131,
Fayette County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Evie Price Robinson, James E. Price, Prince O. Price, Mary
G. Blackburn and Senior Price, dated January 19, 1984, and recorded in Deed Book
298, Pages 642-644, in the Office of Clerk of Superior Court of Fayette County,
Georgia.
158. That certain tract or parcel of land known as the "Brook Substation"
containing 4.793 acres, more or less, in Land Lot 123 of the 4th District,
1293rd G.M.D. of Fayette County, Georgia, being more particularly shown
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and delineated on Plat of Survey prepared by Harris J. Romero, Georgia
Registered Land Surveyor No. 1956, dated November 2, 1977, recorded in Plat Book
10, Page 133, of the Office of Clerk of Superior Court of Fayette County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Allen G. Putnam, dated May 5, 1978, and
recorded in Deed Book 180, Page 47, in the Office of Clerk of Superior Court of
Fayette County, Georgia.
159. That certain tract or parcel of land known as the "Highway 54
Substation" containing 6.51 acres, more or less, in Land Lot 25 of the 7th
District of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 20, 1988, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Judgment of Court from John Addison Lester,
Jr., et al. dated December 12, 1988, and recorded in Deed Book 532, Page 769, in
the Office of the Clerk of Superior Court of Fayette County, Georgia.
160. That certain tract or parcel of land known as the "New Hope Substation"
containing 7.514 acres, more or less, in Land Lot 188 of the 5th District of
Fayette County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956,
recorded in Plat Book 10, Page 64, of the Office of Clerk of Superior Court of
Fayette County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Eva Jackson Dixon, dated
October 14, 1977, and recorded in Deed Book 170, Page 708, in the Office of
Clerk of Superior Court of Fayette County, Georgia.
161. That certain tract or parcel of land known as the "Tyrone Substation"
containing 6.14 acres, more or less, in Land Lot 116, 7th District of Fayette
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
31, 1990, recorded in Plat Book 21, Page 111, in the Office of the Clerk of
Superior Court of Fayette County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Phillip R. Seay, dated October
1, 1990, and recorded in Deed Book 626, Page 421, in the Office of the Clerk of
the Superior Court of Fayette County, Georgia.
162. All of the undivided interests and undivided executory, future interests
of the Mortgagor in and to the "Rocky Mountain Hydroelectric Property"
containing 4,876.966 acres, more or less, in the 4th Section, 4th and 5th
Districts of Floyd County, Georgia, granted or arising under that certain
General Warranty Deed, Assignment and Bill of Sale from Piedmont-Forrest
Corporation to Oglethorpe Power Corporation and Georgia Power Company, dated as
of December 15, 1988, recorded December 15, 1988, in Deed Book 1053, Page 1,
Floyd County, Georgia records; ALSO, fee simple interest in the "Rocky Mountain
Switching Station Property" and easement interests in and to the "Rocky Mountain
Primary Transmission Line Easement Property" and the "Rocky Mountain
Distribution and Transmission Line Property" in aforesaid Section and Districts
of Floyd County, Georgia, granted or arising under that certain General Warranty
Deed, Assignment and Bill of Sale from Piedmont-Forrest Corporation to
Oglethorpe Power Corporation, dated as of December 15, 1988, recorded December
15, 1988, in Deed Book 1052, Page 779, Floyd County, Georgia Records; SUBJECT TO
(i) the terms, conditions, covenants and limitations set forth in that certain
Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, between
Oglethorpe Power Corporation and Georgia Power Company, dated as of November 18,
1988, (ii) the terms, conditions, covenants and limitations set forth in that
certain Rocky Mountain Pumped Storage Hydroelectric Project Ownership
Participation Agreement, between Oglethorpe Power Corporation and Georgia Power
Company, dated as of November 18, 1988; (iii) reservation of exclusive easement
for Distribution and Transmission Lines, exclusive Temporary Easement for
Transmission Lines, General Easement, easement across the Switching Station and
easement for Distribution Substation, as contained in the General Warranty Deed,
Assignment and Bill of Sale by and between Georgia Power Company and
Piedmont-Forrest Corporation, dated as of December 14, 1988, recorded in Deed
Book 1052, Page 399, Floyd County, Georgia records; and (iv) reservation of
Project Switching Station easement and Primary Transmission Line Crossing
Easement as contained in that certain General Warranty Deed, Assignment and Bill
of Sale by and between Piedmont-Forrest Corporation and Oglethorpe Power
Corporation, dated as of December 15, 1988, recorded in Deed Book 1052, Page
779, Floyd County, Georgia records.
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163. That certain tract or parcel of land known as the "Ducktown (Cuba)
Substation" containing 4.248 acres, more or less, in Land Lots 860 and 869 of
the 3rd District, 1st Section of Forsyth County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by General Warranty Deed and Bill of Sale
from Georgia Power Company dated May 11, 1988, and recorded in Deed Book 409,
Pages 164-175, in the Office of Clerk of Superior Court of Forsyth County,
Georgia.
164. That certain tract or parcel of land known as the "Hammond's Crossing
Substation" containing 3.759 acres, more or less, in Land Lots 346 and 347 of
the 14th District, 1st Section of Forsyth County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated June 13, 1979, recorded in Plat
Book 14, Page 220, of the Office of Clerk of Superior Court of Forsyth County,
Georgia, being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
D. J. Akin, dated September 25, 1979, and recorded in Deed Book 194, Page 47, in
the Office of Clerk of Superior Court of Forsyth County, Georgia.
165. That certain tract or parcel of land known as the "Highway 371
Substation" containing 5.052 acres, more or less, in Land Lot 94 of the 2nd
District of Forsyth County, Georgia, being more particularly shown on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 19, 1990, recorded in Plat Book 32, Page 139, Forsyth County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from J. G.
Harris dated October 15, 1990, and recorded in Deed Book 513, Page 476, in the
Office of the Clerk of Superior Court of Forsyth County, Georgia.
166. That certain tract or parcel of land known as the "Matt Substation"
containing 2.106 acres, more or less, in Land Lot 384 of the 3rd District of
Forsyth County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by General Warranty Deed and Bill of Sale from Georgia Power Company, dated May
11, 1988, and recorded in Deed Book 409, Pages 152-163, in the Office of Clerk
of Superior Court of Forsyth County, Georgia.
167. That certain tract or parcel of land known as the "Carnesville
Substation" containing 0.6314 acres, more or less, in the 812th G.M.D. of
Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 278, Page 735, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page
745, in the Office of Clerk of Superior Court of Franklin County, Georgia.
168. That certain tract or parcel of land known as the "Lavonia Substation"
containing 1.2893 acres, more or less, in the 206th G.M.D. of Franklin County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 278, Page 752, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page 762,
in the Office of Clerk of Superior Court of Franklin County, Georgia.
169. That certain tract or parcel of land known as the "Sandy Cross
Substation" containing 0.111 acres, more or less, in the 1420th G.M.D. of
Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Hart Electric Membership Corporation, dated
September 13, 1990, and recorded in Deed Book 278, Page 769, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 278, Page 772, in the Office of Clerk of Superior Court of Franklin
County, Georgia.
170. That certain tract or parcel of land known as the "Adamsville
Substation" containing 9.47 acres, more or less, in Land Lot 244 of the 14th
District of Fulton County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 6322, Page 401, in the
Office of Clerk of Superior Court of Fulton County, Georgia.
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171. That certain tract or parcel of land known as the "Arnold Mill
Substation" containing 7.50 acres, more or less, in Land Lots 999 and 1000 of
the 2nd District of Fulton County, Georgia, being more particularly shown on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 6, 1989, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Clay Cup, Inc. dated May 7, 1990, and recorded in Deed Book
13392, Page 082, in the Office of the Clerk of Superior Court of Fulton County,
Georgia.
172. That certain tract or parcel of land known as the "Birmingham
Substation" containing 4.333 acres, more or less, in Land Lot 380 of the 2nd
District, 2nd Section of Fulton County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 7583, Page 189, Fulton County Records,
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from H. A.
Buice, dated June 30, 1980, and recorded in Deed Book 7583, Page 183, in the
Office of Clerk of Superior Court of Fulton County, Georgia; SUBJECT TO:
Easement for Right-of-Way from Oglethorpe Power Corporation to Southern Bell,
dated July 7, 1989, recorded at Deed Book 12838, Page 56, in the Office of Clerk
of Superior Court of Fulton County, Georgia.
173. That certain tract or parcel of land known as the "Hopewell Substation"
containing 11.416 acres, more or less, in Land Lot 319 of the 2nd District, 2nd
Section of Old Milton County, now Fulton County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Homer E. Hubbard,
Registered Land Surveyor, dated July, 1973, and revised August 18, 1973, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 6322, Page 406, in the Office of Clerk of Superior Court of Fulton
County, Georgia.
174. That certain tract or parcel of land known as the "Martin's Landing
Substation" containing 2.985 acres, more or less, in Land Lots 785 and 786 of
the 1st District, 2nd Section of Fulton County, Georgia, being more particularly
shown and delineated on Plat of Survey prepared by Roland McCann, Georgia
Registered Land Surveyor No. 1752, recorded in Plat Book 111, Page 107, in the
Office of Clerk of Superior Court of Fulton County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty
Deed from Sawnee Electric Membership Corporation, dated November 23, 1977, and
recorded in Deed Book 6844, Page 21, in the Office of Clerk of Superior Court of
Fulton County, Georgia.
175. That certain tract or parcel of land known as the "Ocee Substation"
containing 6.43 acres, more or less, in Land Lots 128 and 129 of the 1st
District, 1st Section of Fulton County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 123, Page 45, Fulton County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Paul Gerber, Attorney-in-Fact, dated August 28, 1981, and recorded in Deed Book
7939, Pages 229-232, in the Office of Clerk of Superior Court of Fulton County,
Georgia; LESS AND EXCEPT: property conveyed by Quitclaim Deed from Oglethorpe
Power Corporation to Big Creek Primative Baptist Church, dated September 19,
1986, recorded in Deed Book 10367, Page 222, in the Office of Clerk of Superior
Court of Fulton County, Georgia.
176. That certain tract or parcel of land known as the "Ono Substation"
containing 1.47 acres, more or less, in Land Lot 105 of the 7th District of
Fulton County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 29, 1979, and recorded in Plat Book 116, Page 90, in the Office of
Clerk of Superior Court of Fulton County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Georgia Power Company, dated
June 25, 1979, and recorded in Deed Book 7281, Page 423, Corrective Warranty
Deed being dated September 28, 1979, and recorded in Deed Book 7370, Page 470,
Condemnation Award and Judgment regarding property of Alice Faye Henry, dated
July 27, 1979, and recorded in Deed Book 7312, Page 390, in the Office of Clerk
of Superior Court of Fulton County, Georgia.
177. That certain tract or parcel of land known as the "Union City
Substation" containing 91.57 acres, more or less, in Land Lot 40 of the 9th
District and in Land Lot 192 of the 13th District of Fulton County, Georgia,
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conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6322,
Page 407, in the Office of Clerk of Superior Court of Fulton County, Georgia;
LESS AND EXCEPT: 14.45 acres in Land Lot 192 of the 13th District of Fulton
County, Georgia, conveyed by Oglethorpe Electric Membership Corporation to
Georgia Power Company by Warranty Deed dated September 5, 1978.
178. That certain tract or parcel of land known as the "Boardtown Substation"
containing 3.32 acres, more or less, in Land Lot 26 of the 11th District of
Gilmer County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
December 9, 1986, recorded in Plat Book 15, Page 89, in the Office of Clerk of
Superior Court of Gilmer County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Amicalola Electric Membership
Corporation, dated February 26, 1987, and recorded in Deed Book 197, Page 723,
in the Office of Clerk of Superior Court of Gilmer County, Georgia.
179. That certain tract or parcel of land known as the "Quill Substation"
containing 1.432 acres, more or less, in Land Lot 183 of the 6th District, 2nd
Section, Gilmer County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 68, Page 107, in the
Office of Clerk of Superior Court of Gilmer County, Georgia.
180. That certain tract or parcel of land known as the "Zuta Substation"
containing 2.07 acres, more or less, in the 1356th G.M.D. of Glynn County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
H. W. Williams, Jr., Land Surveyor, dated February 22, 1974, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty
Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed
Book 180, Page 61, in the Office of Clerk of Superior Court of Glynn County,
Georgia.
181. That certain tract or parcel of land known as the "Boydville Substation"
containing 2.00 acres, more or less, in Land Lot 66 of the 19th District of
Grady County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by James E. Mallett, Surveyor, Georgia Registration No. 1983,
recorded in Plat Book 14, Page 12, in the Office of Clerk of Superior Court of
Grady County, Georgia, and being that certain tract awarded to Oglethorpe
Electric Membership Corporation by Civil Action, File No. 1336, the Condemnation
Proceeding Order of said Civil Action being dated October 27, 1976, and recorded
in Deed Book 158, Page 615, in the Office of Clerk of Superior Court of Grady
County, Georgia.
182. That certain tract or parcel of land known as the "Brumbley Creek
Substation" containing 9.2 acres, more or less, in Land Lot 67 of the 18th
District of Grady County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 16, Page 147, Grady County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Paulene Mimms
Harrell, Individually, and as Executrix of the Estate of Robert A. Harrell, Sr.,
dated August 3, 1989, and recorded in Deed Book 246, Page 268, in the Office of
Clerk of Superior Court of Grady County, Georgia.
183. That certain tract or parcel of land known as the "El Pino Substation"
containing 1.8681 acres, more or less, in Land Lot 219 of the 17th District of
Grady County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Grady County EMC dated December 6, 1989, and recorded in Deed
Book 251, Page 45, by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 268, Page 165, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 268, Page 175, in the Office of Clerk of Superior Court of Grady
County, Georgia.
184. That certain tract or parcel of land known as the "Reno Substation"
containing 4.09 acres, more or less, in Land Lots 247 and 274 of the 19th
District of Grady County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated October 31, 1986, last revised February 18, 1987, recorded in Plat
Book 21, Page 52, in the Office of Clerk of Superior
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Court of Grady County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Grady County Electric Membership Corporation,
dated May 7, 1987, and recorded in Deed Book 216, Page 796, in the Office of
Clerk of Superior Court of Grady County, Georgia, and by Warranty Deed from
Jimmy L. Maxwell, dated March 18, 1987, and recorded in Deed Book 216, Page 151,
in the Office of Clerk of Superior Court of Grady County, Georgia.
185. That certain tract or parcel of land known as the "Roddenbery
Substation" containing 5.56 acres, more or less, in Land Lots 40 and 1 of the
16th District of Grady County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 31, 1986, recorded in Plat Book 21, Page 62, in
the Office of Clerk of Superior Court of Grady County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from J. B. Roddenbery,
dated March 25, 1987, and recorded in Deed Book 216, Page 148, in the Office of
Clerk of Superior Court of Grady County, Georgia, and by Warranty Deed from John
B. Wight, Jr., dated February 24, 1987, and recorded in Deed Book 216, Page 146,
in the Office of Clerk of Superior Court of Grady County, Georgia, and by
Warranty Deed from Paul Brooks Roddenbery, dated March 25, 1987, and recorded in
Deed Book 216, Page 142, in the Office of Clerk of Superior Court of Grady
County, Georgia.
186. That certain tract or parcel of land known as the "Greensboro Lumber
Company Substation" containing 0.57 acres, more or less, in the 143rd G.M.D. of
Greene County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
May 1, 1989, recorded in Plat Book 16, Page 207, Greene County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Greensboro Lumber Company, Inc., dated May 10, 1989, and recorded in Deed Book
154, Folio 167, in the Office of Clerk of Superior Court of Greene County,
Georgia.
187. That certain tract or parcel of land known as the "Lickskillet
Substation" containing 4.87 acres, more or less, in the 143rd G.M.D. of Greene
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 7,
1985, and last revised April 10, 1985, recorded in Plat Book 13, Page 277,
Greene County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from A. P. Roper, dated May 7, 1985, and recorded in Deed Book 97,
Pages 130-131, in the Office of Clerk of Superior Court of Greene County,
Georgia.
188. That certain tract or parcel of land known as the "Siloam Substation"
containing 1.5071 acres, more or less, in the 144th G.M.D. of Greene County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 196, Page 240, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 196, Page 250,
in the Office of Clerk of Superior Court of Greene County, Georgia.
189. That certain tract or parcel of land known as the "Beaver Ruin
Substation" containing 1.5558 acres, more or less, in Land Lot 200 of the 6th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 6333, Page 43, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
6333, Page 55, in the Office of Clerk of Superior Court of Gwinnett County,
Georgia.
190. That certain tract or parcel of land known as the "Boggs Road
Substation" containing 13.48 acres, more or less, in Land Lot 76 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 9, 1989, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Bessemer Properties, Incorporated, dated
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September 5, 1989, and recorded in Deed Book 5645, Pages 347-352, in the Office
of Clerk of Superior Court of Gwinnett County, Georgia.
191. That certain tract or parcel of land known as the "Deshong Substation"
containing 11.54 acres, more or less, in Land Lot 39 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 18, Page 53B, Gwinnett County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Alice B. Deshong,
dated May 26, 1982, and recorded in Deed Book 2395, Page 131, in the Office of
Clerk of Superior Court of Gwinnett County, Georgia.
192. Those certain tracts or parcels of land known collectively as the "Exit
44 Substation" containing 4.255 acres, more or less, and being more particularly
described as follows:
(a) That certain tract or parcel of land containing 2.12 acres of land
lying and being in Land Lot 170 of the 7th District of Gwinnett County,
Georgia, as shown and delineated on Plat of Survey of Georgia Power Company
Land Department, drawing H-386-14, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia
Power Company, dated August 11, 1975, and recorded in Deed Book 998, Page
110, in the Office of Clerk of Superior Court of Gwinnett County, Georgia.
(b) That certain tract or parcel of land containing 2.135 acres, more or
less, in Land Lot 170 of 7th District of Gwinnett County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Albert M. Wynn,
Jr., Georgia Registered Land Surveyor No. 2178, dated November 15, 1988,
recorded in Plat Book 47, Page 103, Gwinnett County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Myer
Caplan, Beverly Jo Caplan, and Brenda C. Winter, dated December 28, 1988, and
recorded in Deed Book 5265, Folio 238, in the Office of Clerk of Superior
Court of Gwinnett County, Georgia.
193. That certain tract or parcel of land known as the "Five Forks
Substation" containing 4.296 acres, more or less, in Land Lot 87 of the 6th
District, Gwinnett County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor
No. 1752, dated June 29, 1979, and recorded in Plat Book 11, Page 261, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia, and being part of
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from C. R.
Cruce, dated November 20, 1979, and recorded in Deed Book 1847, Page 172, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT:
0.090 acres, more or less, conveyed by acknowledgment on plat from Oglethorpe
Power Corporation to Gwinnett County, Georgia, dated January 21, 1980.
194. That certain tract or parcel of land known as the "Fosters Crossroads
Substation" containing 1.6172 acres, more or less, in Land Lot 100 of the 5th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 998, Page 172, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT:
0.242 acres, more or less, conveyed by Right-of-Way Deed, dated December 14,
1981, from Oglethorpe Power Corporation to Georgia Department of Transportation,
recorded in Deed Book 2312, page 250, in the Office of Clerk of Superior Court
of Gwinnett County, Georgia.
195. That certain tract or parcel of land known as the "Fosters Crossroads
Substation" containing 0.57 acres, more or less, in land lot 100 in the 5th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated November 16, 1992, recorded in Gwinnett County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Walton Electric Membership Corporation, dated December 22, 1992, and
recorded in Deed Book 8545, Pages 142, in the office of the Clerk of Superior
Court of Gwinnett County, Georgia.
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196. That certain tract or parcel of land known as the "Landford Substation"
containing 1.36 acres, more or less, in Land Lot 113 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 15, Page 140B, Gwinnett County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from J. Clinton Garner,
dated April 9, 1981, and recorded in Deed Book 2166, Page 80, in the Office of
Clerk of Superior Court of Gwinnett County, Georgia.
197. That certain tract or parcel of land known as the "Lidell Road
Substation" containing 9.05 acres, more or less, in Land Lot 209 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 16, 1985, and last revised December 30, 1985,
recorded in Plat Book 33, Page 290, in the Office of Clerk of Superior Court of
Gwinnett County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation and Transmission
Corporation) by Judgment of Court, dated January 29, 1986, and recorded in Deed
Book 4251, Page 197, in the Office of Clerk of Superior Court of Gwinnett
County, Georgia; Quitclaim Deed from City of Dalton, Georgia, dated December 19,
1985, and recorded in Deed Book 3299, Page 169, in the Office of Clerk of
Superior Court of Gwinnett County, Georgia; Quitclaim Deed from Georgia Power
Company, dated February 20, 1986, and recorded in Deed Book 3469, Page 197, in
the Office of Clerk of Superior Court of Gwinnett County, Georgia; and Limited
Warranty Deed from Georgia Power Company, dated February 20, 1986, and recorded
in Deed Book 3469, Page 198, in the Office of Clerk of Superior Court of
Gwinnett County, Georgia; LESS AND EXCEPT: .02 acres, more or less, conveyed by
Quitclaim Deed from Oglethorpe Power Corporation to Gwinnett County, Georgia,
dated July 13, 1987, and recorded in Deed Book 4488, Page 102, in the Office of
Clerk of Superior Court of Gwinnett County, Georgia.
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198. That certain tract or parcel of land known as the "Little Ten
Substation" containing 9.853 acres, more or less, in Land Lot 4 of the 5th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 12, 1987, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation and
Transmission Corporation) by Warranty Deed from Timothy J. Roe and Sondra S.
Roe, dated November 20, 1987, and recorded in Deed Book 4649, Page 94, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia, and by Judgment
from Wendell L. McCart, et al., dated May 23, 1988, and recorded in Microfilm
Roll 460, Gwinnett County, Georgia, and by Judgment from Roger B. McCart, et
al., dated May 23, 1988, and recorded in Deed Book 4970, Page 182, in the Office
of Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 1.71
acres, more or less, conveyed by Warranty Deed from Oglethorpe Power Corporation
to Billy W. Ewing and Brenda Ewing, dated January 23, 1992, and recorded in Deed
Book 7097, Page 8, Gwinnett County Records.
199. That certain tract or parcel of land known as the "North Lawrenceville
Substation" containing 2.5792 acres, more or less, in Land Lot 11 of the 7th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 6333, Page 25, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
6333, Page 36, in the Office of Clerk of Superior Court of Gwinnett County,
Georgia.
200. That certain tract or parcel of land known as the "North Lilburn
Substation" containing 4.57 acres, more or less, in Land Lot 158 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by McNally, Patrick & Cole, Inc., Surveyors,
dated December 18, 1979, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from T. M. Kennerly, dated August 28, 1987, and recorded in
Deed Book 4520, Page 102, in the Office of Clerk of Superior Court of Gwinnett
County, Georgia.
201. That certain tract or parcel of land known as the "Northwoods
Substation" containing 3.844 acres, more or less, in Land Lot 181 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Wilwat Properties, Inc., dated August 22, 1980, and recorded
in Deed Book 2005, Page 325, in the Office of Clerk of Superior Court of
Gwinnett County, Georgia; LESS AND EXCEPT: 0.424 acres, more or less, conveyed
by Warranty Deed, dated October 13, 1980, from Oglethorpe Power Corporation to
Gwinnett County, Georgia; AND LESS AND EXCEPT: 0.294 acres, more or less,
described in and released from the Mortgage by that certain Partial Release of
Lien, dated July 13, 1988, by the United States of America, Columbia Bank for
Cooperatives and Trust Company Bank, as trustee under certain indentures
identified therein in favor of Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation), recorded in Deed Book 5075,
Page 121, in the Office of Clerk of Superior Court of Gwinnett County, Georgia.
202. That certain tract or parcel of land known as the "Prospect Road
Substation" containing 4.788 acres, more or less, in Land Lot 63 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 8, 1988, recorded in Plat Book 46, Page 112B, in
the Office of Clerk of Superior Court of Gwinnett County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from C. L.
Nash, dated August 24, 1988, and recorded in Deed Book 5079, Page 121, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia.
203. That certain tract or parcel of land known as the "Rock Quarry
Substation" containing 3.13 acres, more or less, in Land Lot 140 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 4, 1985, and last revised June, 1985, recorded in
Plat Book 31, Page 247, Gwinnett County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission
43
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Corporation) by Warranty Deed from Michael Cady, dated July 2, 1985, and
recorded in Deed Book 3095, Page 651, in the Office of Clerk of Superior Court
of Gwinnett County, Georgia.
204. That certain tract or parcel of land known as the "Singleton Road
Substation" containing 1.30 acres, more or less, in Land Lots 187 and 172 of the
6th District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 18, 1982, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated
May 3, 1983, and recorded in Deed Book 2548, Pages 84-85, in the Office of Clerk
of Superior Court of Gwinnett County, Georgia.
205. That certain tract or parcel of land known as the "Snellville
Substation" containing 2.15 acres, more or less, in Land Lot 53 of the 6th
District, Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, in the
Office of Clerk of Superior Court of Gwinnett County, Georgia.
206. That certain tract or parcel of land known as the "Sugarloaf Substation"
containing 10.05 acres, more or less, in Land Lot 122 of the 7th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 19, 1986, recorded in Plat Book 35, Page 216, in the Office of Clerk
of Superior Court of Gwinnett County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mrs. Doris Brown Toler Peeler,
Mrs. Eloise Brown Modesitt and Ted Brown, dated May 7, 1986, and recorded in
Deed Book 3536, Page 42, in the Office of Clerk of Superior Court of Gwinnett
County, Georgia.
207. That certain tract or parcel of land known as the "Trickum Substation"
containing 2.61 acres, more or less, in Land Lot 77 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey, made by W. L. Bishop, Surveyor, dated April, 1964, and recorded in
Plat Book K, Page 97, Gwinnett County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998,
Page 110, Office of Clerk of Superior Court of Gwinnett County, Georgia.
208. That certain tract or parcel of land known as the "Bear Gap Substation"
containing 7.498 acres, more or less, in Land Lot 122 of the 13th District of
Habersham County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated August 2, 1990, recorded in Plat Book 29, Page 254, in the Office of the
Clerk of the Superior Court of Habersham County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Virgil E. Lovell
dated November 30, 1990, and recorded in Deed Book 266, Page 253, in the Office
of the Clerk of the Superior Court of Habersham County, Georgia.
209. That certain tract or parcel of land known as the "Chase Road
Substation" containing 0.438 acres, more or less, in Land Lot 114 of the 10th
District of Habersham County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated June 30, 1992, last revised October 14, 1992,
recorded in Plat Book 33, Page 36, Habersham County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Rusty Farris and
Marsha Marie Farris, dated October 15, 1992, and recorded in Deed Book 294,
Pages 191-192, in the Office of the Clerk of Superior Court of Habersham County,
Georgia.
210. That certain tract or parcel of land known as the "Clarksville
Substation" containing 0.2227 acres, more or less, in Land Lot 21 of the 10th
District of Habersham County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 266, Page
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777, and by Quitclaim Deed from Georgia Power Corporation, dated December 19,
1990, and recorded in Deed Book 266, Page 787, in the Office of Clerk of
Superior Court of Habersham County, Georgia.
211. That certain tract or parcel of land known as the "Hollywood Substation"
containing 1.61 acres, more or less, in Land Lot 121 of the 12th District of
Habersham County, Georgia, being more particularly shown and delineated on Plat
of Survey made by W. L. Bishop, Registered Surveyor, dated May 18, 1970, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 144, Page 121, in the Office of Clerk of Superior Court of
Habersham County, Georgia.
212. That certain tract or parcel of land known as the "Bark Camp Substation"
containing 1.6359 acres, more or less, in Land Lot 114 of the 10th District of
Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 1548, Page 280, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 290,
in the Office of Clerk of Superior Court of Hall County, Georgia.
213. That certain tract or parcel of land known as the "Candler Substation"
containing 4.62 acres, more or less, in the 1385th G.M.D. of Hall County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 21, 1984,
and last revised August 9, 1984, recorded in Plat Book 99, Page 233, Hall County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Betty Loggins Lancaster, f/k/a Betty Violet Loggins, dated September 28,
1984, and recorded in Deed Book 863, Pages 127-128, in the Office of Clerk of
Superior Court of Hall County, Georgia.
214. That certain tract or parcel of land known as the "College Square
Substation" containing 6.36 acres, more or less, in Land Lot 53 of the 8th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated March 7, 1983, recorded in Plat Book 90, Page 96, Hall County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Jerry L. Reed, dated May 16, 1983, and recorded in Deed Book 798, Pages
386-387, in the Office of Clerk of Superior Court of Hall County, Georgia.
215. That certain tract or parcel of land known as the "Gaines Ferry
Substation" containing 4.091 acres, more or less, in Land Lot 149 of the 8th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated September 21, 1990, recorded in Plat Book 146, Page 74, in the
Office of the Clerk of the Superior Court of Hall County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Cheryl
W. Roberts as Trustee Under that certain Indenture of Trust Between Mary W.
Roberts, As Settlor, and Cheryl W. Roberts, as Trustee, dated September 12, 1990
and executed September 30, 1990, said Warranty Deed being dated November 9,
1990, and recorded in Deed Book 1543, Page 118, in the Office of the Clerk of
the Superior Court of Hall County, Georgia.
216. That certain tract or parcel of land known as the "Gillsville
Substation" containing 0.5109 acres, more or less, in the 268th G.M.D. of Hall
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by W. L. Bishop, Surveyor, dated January 20, 1967, recorded in Plat
Book 37, Page 71, in the Office of Clerk of Superior Court of Hall County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 1548, Page 263, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 273,
in the Office of Clerk of Superior Court of Hall County, Georgia.
217. That certain tract or parcel of land known as the "Gillsville
Substation" containing 7.706 acres, more or less, in the 268th G.M. District of
Hall County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
June 29, 1990, and being
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that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from CWT
Farms International, Inc., formerly known as CWT Farms, Inc., dated
December 17, 1990, and recorded in Deed Book 1560, Page 222, in the Office of
the Clerk of the Superior Court of Hall County, Georgia.
218. That certain tract or parcel of land known as the "Kubota Substation"
containing 4.81 acres, more or less, in Land Lot 114 of the 9th District of Hall
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 14, 1988, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from City of Gainesville, dated September, 1988, and recorded in
Deed Book 1270, Page 4, in the Office of Clerk of Superior Court of Hall County,
Georgia.
219. That certain tract or parcel of land known as the "Murrayville
Substation" containing 11.69 acres, more or less, in Land Lot 17 of the 11th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 139, Page 70, in the Office of the Clerk of the
Superior Court of Hall County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Henry Lee Conner and Myrtle Conner dated
November 1, 1989, and recorded in Deed Book 1404, Folio 288-289, in the Office
of the Clerk of the Superior Court of Hall County, Georgia.
220. That certain tract or parcel of land known as the "Stringer Substation"
containing 5.71 acres, more or less, in Land Lot 62 of the 12th District of Hall
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Book 87, Page 10, Hall County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Beatrice L. Stowers, dated July
2, 1982, and recorded in Deed Book 771, Pages 247 and 248, in the Office of
Clerk of Superior Court of Hall County, Georgia; SUBJECT TO: Reservation of a
non-exclusive easement over "access road parcel" in the above described Warranty
Deed.
221. That certain tract or parcel of land known as the "West Gainesville
Substation" containing 2.4710 acres, more or less, in Land Lot 172 of the 9th
District of Hall County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 1548, Page 246, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
1548, Page 256, in the Office of Clerk of Superior Court of Hall County,
Georgia.
222. That certain tract or parcel of land known as the "Devereaux Substation"
containing 3.2909 acres, more or less, in the 116th G.M.D. of Hancock County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by William W. Orth, Surveyor, dated October 28, 1965, recorded in Plat Book 3,
Page 144, in the Office of Clerk of Superior Court of Hancock County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Limited Warranty
Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed
Book 41, Page 255, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book 41, Page 265, in the Office of
Clerk of Superior Court of Hancock County, Georgia.
223. That certain tract or parcel of land known as the "Hancock School
Substation" containing .99 acres, more or less, in the 102nd G.M.D. of Hancock
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
19, 1991, recorded in Plat Book 10, Page 262, Hancock County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Helen B.
Chamblee, dated October 21, 1991, and recorded in Deed Book 51, Page 69, in the
Office of the Clerk of Superior Court of Hancock County, Georgia.
224. That certain tract or parcel of land known as the "Sparta Substation"
containing 1.0390 acres, more or less, in the 113th G.M.D. of Hancock County,
Georgia, and being that certain tract conveyed to Oglethorpe Power
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Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 41, Page 272, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 41, Page 282, in
the Office of Clerk of Superior Court of Hancock County, Georgia.
225. That certain tract or parcel of land known as the "Bremen Substation"
containing 19.15 acres, more or less, in Land Lots 228 and 245 of the 7th
District, 5th Section, of Haralson County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Lamar B. Leach, Georgia
Registered Surveyor No. 1507, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 178, Page 138, in the
Office of Clerk of Superior Court of Haralson County, Georgia.
226. That certain tract or parcel of land known as the "Morgan Road
Substation" containing 14.966 acres, more or less, in Land Lot 89 of the 7th
District of Haralson County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 19, 1985, recorded in Plat Book 12, Page 42,
Haralson County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Rose Agnes Bell, dated June 13, 1985, and recorded in Deed
Book 267, Page 51, in the Office of Clerk of Superior Court of Haralson County,
Georgia.
227. That certain tract or parcel of land known as the "Camp McKenzie
Substation" containing 7.78 acres, more or less, in Land Lot 189 of the 19th
District of Harris County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated June 1, 1988, recorded in Plat Book 15, Page 11, Harris County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from John H. Deaton and Walker Harris, dated September 1, 1988, and recorded in
Deed Book 178, Folio 451, in the Office of Clerk of Superior Court of Harris
County, Georgia, and by Warranty Deed from Ocie Lamar Sturkie, recorded in Deed
Book 184, Folio 445, in the Office of Clerk of Superior Court of Harris County,
Georgia, and by Quitclaim Deed from Ocie Lamar Sturkie, recorded in Deed Book
184, Folio 443, in the Office of Clerk of Superior Court of Harris County,
Georgia.
228. That certain tract or parcel of land known as the "Roosevelt Substation"
containing 4.68 acres, more or less, in Land Lot 140 of the 21st District of
Harris County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 16, Page 43, in the Office of the Clerk of the Superior
Court of Harris County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Mead Coated Board, Inc. dated August 30,
1989, and recorded in Deed Book 194, Folio 222-223, in the Office of the Clerk
of the Superior Court of Harris County, Georgia.
229. That certain tract or parcel of land known as the "Airline Substation"
containing 0.5152 acres, more or less, in the 1116th G.M.D. of Hart County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 222, Page 620, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 630,
in the Office of Clerk of Superior Court of Hart County, Georgia.
230. That certain tract or parcel of land known as the "Airline Substation"
containing 3.86 acres, more or less, in the 1116th G.M.D. of Hart County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 14, 1991,
last revised December 5, 1991, recorded in Plat Book 2-E, Page 44, Hart County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Ella Lou Kotal, dated April 15, 1992, and recorded in Deed Book 235, Pages
380-381, in the office of the Clerk of Superior Court of Hart County, Georgia.
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231. That certain tract or parcel of land known as the "Nancy Hart
Substation" containing 0.682 acres, more or less, in the 1112th G.M.D. of Hart
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Substation Easement from Hart Electric Membership Corporation, dated September
13, 1990, and recorded in Deed Book 222, Page 654, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
222, Page 657, in the Office of Clerk of Superior Court of Hart County, Georgia.
232. That certain tract or parcel of land known as the "Nancy Hart
Substation" containing 3.39 acres, more or less, in the 1112th G.M.D. of Hart
County, Georgia being more particularly shown on Plat of Survey made by Roland
McCann, Georgia Registered Land Surveyor No. 1752, dated August 30, 1991, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Judgment of Court from Amy
F. Herring, Helen H. Milford and Ralph E. Herring, dated March 30, 1992 and
recorded in Deed Book 233 Page 671-674, in the Office of the Clerk of Superior
Court of Hart County, Georgia.
233. That certain tract or parcel of land known as the "Reed Creek
Substation" containing 3.93 acres, more or less, in the 1115th G.M.D., Hart
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 127, Page 656, in the Office of Clerk of
Superior Court of Hart County, Georgia.
234. That certain tract or parcel of land known as the "Vanna Substation"
containing 0.9008 acres, more or less, in the 1113th G.M.D. of Hart County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 222, Page 637, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 647,
in the Office of Clerk of Superior Court of Hart County, Georgia.
235. That certain tract or parcel of land known as the "Flat Rock Substation"
containing 13.185 acres, more or less, in Land Lot 92 of the 13th District of
Heard County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 24, 1987, being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Ethel Tollerson Adams, dated May 23, 1988, and recorded in Deed Book 117,
Page 304, in the Office of Clerk of Superior Court of Heard County, Georgia, and
by Warranty Deed from Vivian Tollerson Lewis, Individually and as Executrix of
the Last Will and Testament of Violet Tollerson, dated May 23, 1988, and
recorded in Deed Book 117, Page 302, in the Office of Clerk of Superior Court of
Heard County, Georgia.
236. A 30% undivided interest in that certain tract or parcel of land
containing, in the aggregate, 3,080.91 acres, more or less, of Land Lots 168,
167, 166, 165, 164, 171, 172, 173, 174, 175, 180, 179, 178, 177, 183, 184, 185
and 186 of the 4th District of Heard County, Georgia, being more particularly
shown and delineated as Tract Two, on Plat of Survey prepared by George M.
Ingram, Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY,
LAND DEPARTMENT, perimeter survey of Yellowdirt Plant Area (Wansley), Carroll
and Heard Counties, Georgia, dated June 19, 1972, revised December 9th, 1975,"
(known as Plant Wansley) said plat being recorded in Plat Book 2, Page 229, in
the Office of Clerk of Superior Court of Heard County, Georgia; and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by General
Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power Company
and recorded in Deed Book 78, Page 1, Heard County Records.
237. That certain tract or parcel of land known as the "Fairview Substation"
containing 0.90 acres, more or less, in Land Lot 163 of the 12th District of
Henry County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 1248, Page 12, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 1248, Page 22,
in the Office of Clerk of Superior Court of Henry County, Georgia.
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238. That certain tract or parcel of land known as the "McGarity Substation"
containing 5.50 acres, more or less, in Land Lot 115 of the 7th District of
Henry County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 22, 1987, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Harold L. McGarity, dated January 21, 1988, and recorded in
Deed Book 908, Page 100, in the Office of Clerk of Superior Court of Henry
County, Georgia.
239. That certain tract or parcel of land known as the "AIM Substation"
containing 2.806 acres, more or less, in Land Lot 21 of the 14th District of
Houston County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 38, Page 47, in the Office of the Clerk of the Superior
Court of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from William N. Arnold and Rita D. Arnold, dated
February 10, 1990, and recorded in Deed Book 871, Folio 426, in the Office of
the Clerk of the Superior Court of Houston County, Georgia.
240. That certain tract or parcel of land known as the "Bonaire Substation"
containing 53.27 acres, more or less, in Land Lot 19 of the 11th District of
Houston County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of
Clerk of Superior Court of Houston County, Georgia; LESS AND EXCEPT: .67 acres,
more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) to Georgia
Department of Transportation, dated July 13, 1987, and recorded in Deed Book
778, Page 66, in the Office of Clerk of Superior Court of Houston County,
Georgia.
241. That certain tract or parcel of land known as the "Bonaire Substation"
containing 2.47 acres, more or less, in Land Lot 252 of the 10th District of
Houston County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Waddle Engineering Company, Inc., Georgia Registered Land
Surveyor No. 924, dated June 9, 1969, and recorded in Map Book 13, Page 59,
Houston County Records, and being the second of two certain tracts conveyed to
Oglethorpe Electric Membership Corporation, dated August 11, 1975, and recorded
in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston
County, Georgia.
242. That certain tract or parcel of land known as the "Clinchfield
Substation" containing 2.48 acres, more or less, in Land Lots 60 and 67 of the
13th District of Houston County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Flint Electric Membership
Corporation, dated September 20, 1990, and recorded in Deed Book 902, Page 393,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 902, Page 396, in the Office of Clerk of Superior
Court of Houston County, Georgia.
243. That certain tract or parcel of land known as the "Elberta Substation"
containing 3.2 acres, more or less, in Land Lot 187 of the 5th District of
Houston County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Waddle Surveying Company, Inc., Georgia Registered Land Surveyor
No. 924, dated November 15, 1968, and recorded in Map Book 12, Page 228, Houston
County Records, and being one of two certain tracts conveyed to Oglethorpe
Electric Membership Corporation, dated August 11, 1975, and recorded in Deed
Book 461, Page 84, in the Office of Clerk of Superior Court of Houston County,
Georgia; and the remaining tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed, dated August 14, 1975, and recorded in Deed Book
468, Page 46, of aforesaid records.
244. That certain tract or parcel of land known as the "Henderson Substation"
containing 2.30 acres, more or less, in Land Lot 258 of the 13th District of
Houston County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roy V. West, Georgia Registered Land Surveyor No. 1141, dated
March, 1973, and recorded in Map Book 16, Page 96, Houston County Records, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 461, Page 84, in the Office of Clerk of Superior Court of Houston
County, Georgia.
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245. That certain tract or parcel of land known as the "North Centerville
Substation" containing 6.27 acres, more or less, in Land Lot 97 of the 5th
District of Houston County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated March 1, 1991 recorded in Plat Book 41, Page 38,
Houston County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from W. A. Bruce and Katie C. Bruce, dated August 13, 1991, and
recorded in Deed Book 933, Page 75, in the Office of the Clerk of Superior Court
of Houston County, Georgia.
246. That certain tract or parcel of land known as the "Russell Parkway
Substation" containing 4.17 acres, more or less, in Land Lot 170 of the 5th
District of Houston County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 20, 1988, recorded in Plat Book 35, Page 118, in
the Office of Clerk of Superior Court of Houston County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from The Rite-Way
Corporation dated July 15, 1988, and recorded in Deed Book 812, Page 769, in the
Office of Clerk of Superior Court of Houston County, Georgia.
247. That certain tract or parcel of land known as the "South Warner Robins
Substation" containing 1.568 acres, more or less, in Land Lot 198 of the 5th
District, 500th G.M. District of Houston County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated October 12, 1989, revised
January 15, 1990, recorded in Plat Book 38, Page 80, in the Office of the Clerk
of the Superior Court of Houston County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Flint Electric Membership
Corporation, dated February 9, 1990, and recorded in Deed Book 870, Page 215, in
the Office of the Clerk of the Superior Court of Houston County, Georgia.
248. That certain tract or parcel of land known as the "Southwest Substation"
containing 2.14 acres, more or less, designated as Parcel "A" in Land Lot 142 of
the 5th District of Houston County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Gary W. Witherington, Surveyor, Georgia
Registration No. 1930, dated February 19, 1976, and recorded in Plat Book 18,
Page 281, Office of Clerk of Superior Court of Houston County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Marvin Clyde Ryals, Charles Raymond Ryals, and John Frank
Ryals, Executors of the Last Will and Testament of Mrs. Annie Clyde Ryals, dated
April 12, 1976, and recorded in Deed Book 473, Page 813, in the Office of Clerk
of Superior Court of Houston County, Georgia.
249. That certain tract or parcel of land known as the "Warner Robins (North)
Substation" containing 1.2076 acres, more or less, in Land Lot 201 of the 5th
District of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 902, Page 403, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 902, Page 407, in the Office of Clerk of Superior Court of
Houston County, Georgia.
250. That certain tract or parcel of land known as the "Warner Robins (West)
Substation" containing 1.62 acres, more or less, in Land Lot 140 of the 5th
District of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 902, Page 415, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 902, Page 418, in the Office of Clerk of Superior Court of
Houston County, Georgia.
251. That certain tract or parcel of land known as the "Abba Substation"
containing 6.70 acres, more or less, in Land Lots 158 and 173 of the 3rd
District of Irwin County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 11, Page 36, in the Office of the Clerk of the
Superior Court of Irwin County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Elmer Harper and Joy A. Harper,
dated July 26, 1989, and recorded in Deed Book 108, Folio 348-349, in the
Office of the Clerk of the Superior Court of Irwin County, Georgia, and by
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Warranty Deed from Irwin County Electric Membership Corporation, a Georgia
Corporation, dated August 16, 1989, and recorded in Deed Book 108,
Folio 346-347, in the Office of the Clerk of the Superior Court of Irwin
County, Georgia.
252. That certain tract or parcel of land known as the "Mystic Substation"
containing 1.129 acres, more or less, in Land Lot 6 of the 3rd District of Irwin
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 112, Page 13, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 112, Page 23, in
the Office of Clerk of Superior Court of Irwin County, Georgia.
253. That certain tract or parcel of land known as the "Reedy Creek
Substation" containing 1.018 acres, more or less, in Land Lot 238 of the 5th
District of Irwin County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 112, Page 30, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
112, Page 40, in the Office of Clerk of Superior Court of Irwin County, Georgia.
254. That certain tract or parcel of land known as the "Attica Substation"
containing 4.98 acres, more or less, in the 1747th G.M.D. of Jackson County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 11-O, Page 367, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 11-O, Page 378,
in the Office of Clerk of Superior Court of Jackson County, Georgia.
255. That certain tract or parcel of land known as the "Attica Substation"
containing 13.932 acres, more or less, in the 1747th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 25, 1990,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Judgment of Court
from Alva Jo Evans, et al., dated February 5, 1991, and recorded in Deed Book
11P, Page 794, in the Office of the Clerk of Superior Court of Jackson County,
Georgia.
256. That certain tract or parcel of land known as the "Braselton Substation"
containing 1.9814 acres, more or less, in the 1765th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 16,
1979, recorded in Plat Book 16, Page 83, in the Office of Clerk of Superior
Court of Jackson County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by a Warranty Deed from Jackson Electric Membership Corporation,
dated November 2, 1979, and recorded in Deed Book 7-R, Page 421, in the Office
of Clerk of Superior Court of Jackson County, Georgia.
257. That certain tract or parcel of land known as the "Center Substation"
containing 12.02 acres, more or less, in the 1704th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
W. L. Bishop, Georgia Registered Land Surveyor, dated September 26, 1967,
recorded in Plat Book 5, Page 167, in the Office of Clerk of Superior Court of
Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 6-S, Page 257, in the Office of
Clerk of Superior Court of Jackson County, Georgia; LESS AND EXCEPT: 0.07 acres
conveyed by Limited Warranty Deed dated April 12, 1982, from Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) to
Board of Commissioners of Jackson County, Georgia.
258. That certain tract or parcel of land known as the "Center Substation"
containing 0.9493 acres, more or less, in the 1704th G.M.D. of Jackson County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Jackson Electric Membership Corporation, dated November 2, 1990,
and recorded in Deed Book 11-O, Page 385,
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and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 11-O, Page 388, in the Office of Clerk of Superior
Court of Jackson County, Georgia.
259. That certain tract or parcel of land known as the "Louisiana-Pacific
Substation" containing 5.33 acres, more or less, in the 1704th G.M.D. of Jackson
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Book 31, Page 209, Jackson County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from J. R. Jarrett, Jr., dated April
11, 1989, and recorded in Deed Book 10-R, Pages 445-446, in the Office of Clerk
of Superior Court of Jackson County, Georgia.
260. That certain tract or parcel of land known as the "North Commerce
Substation" containing 2.38 acres, more or less, in the 255th (Minish) District
G.M., Jackson County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Lamar B. Leach, Surveyor, dated March, 1972, recorded in
Plat Book 6, Page 388, Jackson County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6-S,
Page 257, in the Office of Clerk of Superior Court of Jackson County, Georgia;
LESS AND EXCEPT: 0.07 acres, more or less, conveyed by Limited Warranty Deed,
dated April 12, 1982, from Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) to the Board of Commissioners of Jackson
County, Georgia, recorded in Deed Book 8-E, Page 39-40, Jackson County Records.
261. That certain tract or parcel of land known as the "Pendergrass
Substation" containing 3.416 acres, more or less, in the 428th G.M.D. of Jackson
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated
June 7, 1993, recorded in Plat Book 35, Page 256, Jackson County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from H.
Dorsey Guthrie and John Williams, dated June 8, 1993, and recorded in Deed Book
13-D, Pages 528-529, in the office of the Clerk of Superior Court of Jackson
County, Georgia.
262. That certain tract or parcel of land known as the "Tallassee Hydro Dam"
containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke
County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, and being
more particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated
October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of Clerk
of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65, in the
Office of Clerk of Superior Court of Jackson County, Georgia.
263. That certain tract or parcel of land known as the "Monticello
Substation" containing 1.0200 acres, more or less, in Land Lot 9 of the 17th
District of Jasper County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Central Georgia Electric Membership
Corporation, dated September 26, 1990, and recorded in Deed Book 99, Page 300,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 99, Page 303, in the Office of Clerk of Superior Court
of Jasper County, Georgia.
264. That certain tract or parcel of land known as "Rocky Branch Substation"
containing 4.67 acres, more or less, in Land Lots 507 and 508 of the 2nd
District of Jeff Davis County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 24, 1986, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Judgment from Anne F. McNatt, dated June 26, 1987,
and recorded in Deed Book 147, Page 710, in the Office of Clerk of Superior
Court of Jeff Davis County, Georgia.
265. That certain tract or parcel of land known as the "Snipesville
Substation" containing 0.4387 acres, more or less, in Land Lot 244 of the 1st
District of Jeff Davis County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim
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Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed
Book 165, Page 240, in the Office of Clerk of Superior Court of Jeff Davis
County, Georgia and by Warranty Deed from Thomas Tate, dated May 5, 1992, and
recorded in Deed Book 178, Pages 22-23, in the Office of Clerk of Superior Court
of Jeff Davis County, Georgia.
266. That certain tract or parcel of land known as the "South Hazlehurst
Substation" containing 3.37 acres, more or less, in Land Lot 365 of the 2nd
District of Jeff Davis County, Georgia, being more particularly shown and
delineated on Plat of Survey recorded at Plat Book 2, Page 211, Jeff Davis
County Records, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 99, Page 358, in the Office of Clerk of
Superior Court of Jeff Davis County, Georgia.
267. That certain tract or parcel of land known as the "Georgia Kaolin
Substation" containing 1.10 acres, more or less, of the 1460th G.M.D. of
Jefferson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 1, Page 109, Jefferson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from The Development
Authority of Jefferson County, dated April 30, 1981, and recorded in Deed Book
135, Pages 119-20, in the Office of Clerk of Superior Court of Jefferson County,
Georgia.
268. That certain tract or parcel of land known as the "North Louisville
Substation" containing 15.43 acres, more or less, in the 82nd G.M.D. of
Jefferson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 1, Page 442, Jefferson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from John R. Murphy, III
and James C. Abbot, dated October 3, 1989, and recorded in Deed Book 174, Pages
333-334, in the Office of Clerk of Superior Court of Jefferson County, Georgia.
269. That certain tract or parcel of land known as the "Wrens Switching
Substation" containing 0.89 acres, more or less, in the 81st G.M.D. of Jefferson
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November
28, 1988, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Georgia Power Company, dated August 16, 1989, and recorded in Deed Book
174, Pages 61-63, in the Office of Clerk of Superior Court of Jefferson County,
Georgia and by Easement from Georgia Power Company dated August 31, 1989, and
recorded in Deed Book 174, Page 764, in the Office of the Clerk of the Superior
Court of Jefferson County, Georgia.
270. That certain tract or parcel of land known as the "Grove Church
Substation" containing 2.3244 acres, more or less, in the 1640th G.M.D. of
Jenkins County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 3-D, Page 571, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 3-D, Page
581, in the Office of Clerk of Superior Court of Jenkins County, Georgia.
271. That certain tract or parcel of land known as the "East Wrightsville
Substation" containing 0.26 acres, more or less, in the 55th G.M.D. of Johnson
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Georgia Power
Company, dated April 11, 1980, and recorded in Deed Book 89, Page 547, in the
Office of Clerk of Superior Court of Johnson County, Georgia.
272. That certain tract or parcel of land known as the "Washington No. 3
Substation" and being in the 55th G.M.D. of Johnson County, Georgia, being more
particularly shown and delineated on a topographic map of said property entitled
"Washington County EMC No. 3, 44/69 kV Substation" prepared by the Georgia Power
Company Engineering Department dated November, 1949, last revised September 10,
1968, and being that certain tract
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conveyed by a General Warranty Deed and Bill of Sale made by Georgia Power
Company to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation), dated April 11, 1980, and recorded in Deed Book 89,
Page 547, in the Office of Clerk of Superior Court of Johnson County, Georgia.
273. That certain tract or parcel of land known as the "Wrightsville
Substation" containing 0.225 acres, more or less, in the 1405th G.M.D. of
Johnson County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 129, Page 187, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 129, Page
197, in the Office of Clerk of Superior Court of Johnson County, Georgia.
274. That certain tract or parcel of land known as the "Clinton Substation"
containing 22.38 acres, more or less, in Land Lot 4 of the 9th District of Jones
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Book 10, Page 137, Jones County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Cherry Elaine Childs, dated
March 30, 1989, and recorded in Deed Book 233, Pages 119-120, in the Office of
Clerk of Superior Court of Jones County, Georgia.
275. That certain tract or parcel of land known as the "Gray Substation"
containing 0.7447 acres, more or less, in Land Lot 4 of the 9th District of
Jones County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 250, Page 136, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page 146,
in the Office of Clerk of Superior Court of Jones County, Georgia.
276. Those certain tracts or parcels of land known as the "Mixon Substation"
containing 0.8978 acres, more or less, in Land Lot 51 of the 6th District of
Jones County, Georgia, and being those certain tracts conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deeds from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 140, Page 490, in the Office of
Clerk of Superior Court of Jones County, Georgia; and from Sara M. Caudle, dated
August 27, 1980, and recorded in Deed Book 168, Page 810, in the Office of Clerk
of Superior Court of Jones County, Georgia.
277. That certain tract or parcel of land known as the "Milner Substation"
containing 2.49 acres, more or less, in Land Lot 64 of the 7th District of Lamar
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by J. Wayne Proctor, Sr., Registered Land Surveyor, dated March 12,
1971, recorded in Plat Book 5, Page 85, in the Office of Clerk of Superior Court
of Lamar County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Lamar Electric Membership
Corporation, dated June 9, 1976, and recorded in Deed Book 82, Page 318, in the
Office of Clerk of Superior Court of Lamar County, Georgia.
278. That certain tract or parcel of land known as the "Dexter Substation"
containing 3.92 acres, more or less, in Land Lot 93 of the 18th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
January 19, 1983, recorded in Plat Book 405, Page 594, Laurens County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
H. H. Bedingfield, W. H. Bedingfield, Estate of W. O. Bedingfield, Caroline M.
Bedingfield, Herbert Marvin Bedingfield, Linda Bedingfield Kelly, and William
Walter Bedingfield, dated April 5, 1983, and recorded in Deed Book 406, Pages
97-99, in the Office of Clerk of Superior Court of Laurens County, Georgia.
279. That certain tract or parcel of land known as the "Dublin Substation"
containing 0.2296 acres, more or less, in the 52nd G.M.D. of Laurens County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 604, Page 288, and by Quitclaim
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Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 604, Page 298, in the Office of Clerk of Superior Court of Laurens
County, Georgia.
280. That certain tract or parcel of land known as the "Dublin Chip Mill
Substation" containing .51 acres, more or less, in the 52nd G.M.D. of Laurens
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated December
5, 1988, recorded in Plat Book 6, Page 109, Laurens County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Olin
Wooten, dated November 7, 1989, and recorded in Deed Book 564, Page 312, in the
Office of Clerk of Superior Court of Laurens County, Georgia.
281. That certain tract or parcel of land known as the "Dudley Substation"
containing 0.2296 acres, more or less, in Land Lot 226 of the 18th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 604, Page 271, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page
281, in the Office of Clerk of Superior Court of Laurens County, Georgia.
282. That certain tract or parcel of land known as the "Dudley Substation"
containing 5.280 acres, more or less, in Land Lot 226 & 252 of the 18th District
of Laurens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated October 29, 1990, recorded in Plat Book 620, Page 161, Laurens County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from John W. Chappell, dated June 26, 1991, and recorded in Deed Book 620, Page
185, in the Office of the Clerk of Superior Court of Laurens County, Georgia.
283. That certain tract or parcel of land known as the "Firetower Road
Substation" containing 5.51 acres, more or less, in Land Lot 91 of the 1st
District of Laurens County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 10, 1987, and last revised September, 1987,
recorded in Plat Book 6, Page 35, in the Office of Clerk of Superior Court of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from The City of Dublin & County of Laurens Development
Authority, dated October 15, 1987, and recorded in Deed Book 496, Page 320, in
the Office of Clerk of Superior Court of Laurens County, Georgia.
284. That certain tract or parcel of land known as the "Garetta Substation"
containing 1.49 acres, more or less, in Land Lot 258 of the 17th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Greenway & Flanders, Surveyors, dated October 26, 1986, recorded
in Deed Book 468, Page 27, in the Office of Clerk of Superior Court of Laurens
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation by
Warranty Deed from Little Ocmulgee EMC dated November 18, 1987, and recorded in
Deed Book 499, Page 299, in the Office of Clerk of Superior Court of Laurens
County, Georgia.
285. That certain tract or parcel of land known as the "Garetta Substation"
containing 0.1895 acres, more or less, in Land Lot 253 of the 17th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 604, Page 254, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page
264, in the Office of Clerk of Superior Court of Laurens County, Georgia.
286. That certain tract or parcel of land known as the "Minter Substation"
containing 5.55 acres, more or less, in the 1338th G.M.D. of Laurens County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 11,
1989, recorded in Plat Book 6, Page 118, Laurens County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Limited Warranty Deed from Rayonier
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Timberlands Operating Company, L.P., dated June 23, 1989, and recorded in Deed
Book 550, Page 345, in the Office of Clerk of Superior Court of Laurens County,
Georgia, and by Quitclaim Deed from ITT Rayonier, Incorporated, a Delaware
Corporation, dated June 16, 1989, and recorded in Deed Book 550, Page 343, in
the Office of Clerk of Superior Court of Laurens County, Georgia.
287. That certain tract or parcel of land known as the "North Dublin
Substation" containing 13.359 acres, more or less, in Land Lot 263 of the 1st
District of Laurens County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 330, Page 279, in the
Office of Clerk of Superior Court of Laurens County, Georgia.
288. That certain tract or parcel of land known as the "Rentz Substation"
containing 0.34 acres, more or less, in Land Lot 109 of the 17th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat of
Survey made by William E. Greenway, Georgia Registered Land Surveyor No. 8712,
dated September 23, 1986, recorded in Deed Book 461, Page 334, in the Office of
Clerk of Superior Court of Laurens County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Little Ocmulgee EMC, dated
November 18, 1987, and recorded in Deed Book 499, Page 297, in the Office of
Clerk of Superior Court of Laurens County, Georgia.
289. That certain tract or parcel of land known as the "Rentz Substation"
containing 0.5773 acres, more or less, in Land Lot 109 of the 17th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 604, Page 246, in the Office of Clerk of Superior Court of
Laurens County, Georgia.
290. That certain tract or parcel of land known as the "Southeast Paper
Company Substation" containing 1.519 acres, more or less, in the 52nd G.M.D. of
Laurens County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 19, 1978, recorded in Deed Book 361, Page 472, in the Office of
Clerk of Superior Court of Laurens County, Georgia, and being that certain tract
at of Survey made by W. L. Bishop, Registered Surveyor, dated May 18, 1970, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Southeast Paper Company, dated August 1, 1978, and
recorded in Deed Book 361, Page 473, in the Office of Clerk of Superior Court of
Laurens County, Georgia.
291. That certain tract or parcel of land known as the "Century Substation"
containing 0.574 acres, more or less, in Land Lot 174 of the 2nd District of Lee
County, Georgia, being more particularly shown and delineated on Plat of Survey
dated February 2, 1970, recorded in Plat Book D, Page 61, Lee County Records,
and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book B29, Page 285, in the Office of Clerk of Superior
Court of Lee County, Georgia.
292. That certain tract or parcel of land known as the "Cookville Substation"
containing 0.35 acres, more or less, in Land Lot 191 of the 2nd District of Lee
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Cabinet D, Slide D-16, in the Office of the Clerk of the Superior Court of
Lee County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Allied Products Corporation dated October 27, 1989, and
recorded in Deed Book 112, Folio 374, in the Office of the Clerk of the Superior
Court of Lee County, Georgia.
293. That certain tract or parcel of land known as the "Mount Pleasant
Substation" containing 2.066 acres, more or less, in Land Lot 170 of the Redbone
G.M.D. 975 of Lee County, Georgia, and being more particularly shown and
delineated on Plat of Survey recorded in Plat Book D, Page 233, Lee County
Records, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book B-29, Page 299, in the Office of Clerk of Superior
Court of Lee County, Georgia.
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294. That certain tract or parcel of land known as the "Cay Creek
Substation" containing 10.12 acres, more or less, in the 1359th G.M.D. of
Liberty County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 28, 1986, recorded in Plat Book D92, Page 1, in the Office of Clerk of
Superior Court of Liberty County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Ballard Jones, Jr., dated March
18, 1986, and recorded in Deed Book 373, Page 268, in the Office of Clerk of
Superior Court of Liberty County, Georgia.
295. That certain tract or parcel of land known as the "Horse Creek
Substation" containing 7.674 acres, more or less, in the 1756th G.M.D. of
Liberty County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 9, 1978, recorded in Plat Book 12, Page 30, in the Office of
Clerk of Superior Court of Liberty County, Georgia, and being a part of that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deeds from Henry C. Baker,
Pauline B. Travis, Roland A. Baker, Larry Baker, David F. Baker, Harry O. Baker,
Daisy Baker, Evelyn Baker, Mattie Bell Baker, Oliver Baker, Charlie W. Baker and
Esther Baker, said Deeds being dated January 18, 1979, January 19, 1979, January
20, 1979, and January 29, 1979, and recorded in Deed Book 160, Pages 488-503, in
the Office of Clerk of Superior Court of Liberty County, Georgia; LESS AND
EXCEPT: 4.077 acres, more or less, conveyed by Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) to Canoochee Electric
Membership Corporation by Warranty Deed dated February 25, 1980.
296. That certain tract or parcel of land known as the "Donald Substation"
containing 3.976 acres, more or less, in the 16th G.M.D. of Long County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 18,
1987, recorded in Plat Book 5, Page 78, in the Office of Clerk of Superior Court
of Long County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Corrective Warranty Deed from William Dunham Rogers, dated July 19, 1990, and
recorded in Deed Book 79, Folio 403, in the Office of Clerk of Superior Court of
Long County, Georgia, and by Anchor Permit from Hugh Durham, dated February 16,
1988, and recorded in Deed Book 73, Page 158, in the Office of Clerk of Superior
Court of Long County, Georgia.
297. That certain tract or parcel of land known as the "South Glennville
Substation" containing 1.84 acres, more or less, in the 1672nd G.M.D. of Long
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 44, Page 543, in the Office of Clerk of
Superior Court of Long County, Georgia.
298. That certain tract or parcel of land known as the "Azalea Park
Substation" containing 2.25 acres, more or less, in Land Lot 64 of the 11th
District of Lowndes County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 4, 1991, recorded in Plat Book 36, Page 9,
Lowndes County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Valdosta-Lowndes County Industrial Authority, dated
January 3, 1992, and recorded in Deed Book 861, Page 231, in the Office of the
Clerk of Superior Court of Lowndes County, Georgia.
299. That certain tract or parcel of land known as the "Bemis Substation"
containing 0.455 acres, more or less, in Land Lot 146 of the 11th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 26, Page 271, Lowndes County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Colquitt Electric
Membership Corporation, dated December 22, 1981, and recorded in Deed Book 378,
Page 477, in the Office of Clerk of Superior Court of Lowndes County, Georgia.
300. That certain tract or parcel of land known as the "Dasher Substation"
containing 4.918 acres, more or less, in Land Lot 29 of the 16th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 14, 1990,
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recorded in Plat Book 35, Page 139, in the Office of the Clerk of the Superior
Court of Lowndes County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Richard Elwood Stephens, dated January 23,
1991, and recorded in Deed Book 803, Page 49, in the Office of the Clerk of the
Superior Court of Lowndes County, Georgia.
301. That certain tract or parcel of land known as the "Hickory Grove
Substation" containing 2.398 acres, more or less, in Land Lots 165 and 204 of
the 11th District of Lowndes County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 26, Page 309, Lowndes County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Ben Hill Wisenbaker, Jr., dated January 28, 1982, and recorded in Deed Book 380,
Page 16, in the Office of Clerk of Superior Court of Lowndes County, Georgia;
LESS AND EXCEPT: .174 acres, more or less, conveyed by Right-of-Way Deed from
Oglethorpe Power Corporation to Lowndes County, Georgia, dated January 12, 1987
and recorded in Deed Book 528, Page 384, in the Office of the Clerk of Superior
Court of Lowndes County, Georgia.
302. That certain tract or parcel of land known as the "Lowndes Substation"
containing 6.45 acres, more or less, in Land Lot 15 of the 12th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
December 30, 1983, recorded in Plat Book 28, Page 28, Lowndes County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Elsie McKey Whitaker, dated January 3, 1984, and recorded in Deed Book 428,
Pages 47-48, in the Office of Clerk of Superior Court of Lowndes County,
Georgia. LESS AND EXCEPT: 2.48 acres, more or less, conveyed by Warranty Deed
from Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) to Cody's of Lowndes County, Inc., recorded in Deed
Book 741, Page 193, in the Office of the Clerk of Superior Court of Lowndes
County, Georgia.
303. That certain tract or parcel of land known as the "Mineola Substation"
containing 4.30 acres, more or less, in Land Lot 87 of the 12th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 26, Page 61, Lowndes County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Carol C. Tyler,
dated June 4, 1981, and recorded in Deed Book 367, Page 461, in the Office of
Clerk of Superior Court of Lowndes County, Georgia.
304. That certain tract or parcel of land known as the "Cane Creek
Substation" containing 3.214 acres, more or less, in Land Lot 834 of the 1296th
G.M.D. of Lumpkin County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor
No. 1956, dated January 19, 1978, recorded in Plat Book 7, Page 138, of the
Office of Clerk of Superior Court of Lumpkin County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty
Deed from Early J. Wimpy, dated April 10, 1978, and recorded in Deed Book S3,
Page 268, in the Office of Clerk of Superior Court of Lumpkin County, Georgia.
305. That certain tract or parcel of land known as the "Copper Pines
Substation" containing 0.74 acres, more or less, in Land Lot 115 of the 1st
District of Lumpkin County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 20, 1990, recorded in Plat Book 21, Page 290, in
the Office of the Clerk of the Superior Court of Lumpkin County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Russell
W. Parrish, as Trustee under the Last Will and Testament of Robert P. Parrish,
dated October 1, 1990, and recorded in Deed Book L9, Page 296, in the Office of
the Clerk of the Superior Court of Lumpkin County, Georgia.
306. That certain tract or parcel of land known as the "Bartlett Substation"
containing 0.230 acres, more or less, in Land Lot 5 of the 2nd District of Macon
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated
August 17, 1992, last revised September 9, 1992, recorded in Plat Book 13, Page
92, Macon County Records, and being that
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certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Cargill,
Incorporated, dated September 30, 1992, and recorded in Deed Book 103, Page 8,
in the Office of the Clerk of Superior Court of Macon County, Georgia.
307. That certain tract or parcel of land known as the "Buckeye Substation"
containing 0.826 acres, more or less, in Land Lot 195 of the 28th District of
Macon County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 8, 1978, recorded in Plat Book 8, Page 35, of the Office of Clerk
of Superior Court of Macon County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from the Buckeye Cellulose
Corporation, dated April 2, 1979, and recorded in Deed Book 30, Page 253, in the
Office of Clerk of Superior Court of Macon County, Georgia.
308. That certain tract or parcel of land known as the "Athens Substation"
containing 4.3669 acres, more or less, in the 383rd G.M.D. of Madison County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book V-9, Page 18, and by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book V-9, Page 35, in the Office
of Clerk of Superior Court of Madison County, Georgia.
309. That certain tract or parcel of land known as the "Pocataligo
Substation" containing 1.0052 acres, more or less, in the 438th G.M.D. of
Madison County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Jackson Electric Membership Corporation, dated
November 2, 1990, and recorded in Deed Book V-9, Page 15, and by Quitclaim Deed
from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed
Book V-9, Page 28, in the Office of Clerk of Superior Court of Madison County,
Georgia.
310. That certain tract or parcel of land known as the "Brantley Substation"
containing 2.176 acres, more or less, in Land Lot 72 of the 4th District of
Marion County, Georgia, being more particularly shown and delineated on Plat of
Survey made by James R. Littlefield, Surveyor, Georgia Registration No. 1304,
dated November 20, 1975, recorded in Plat Book B, Page 46, Office of Clerk of
Superior Court of Marion County, Georgia, and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by Warranty Deed from Naomi
Ingram, dated January 20, 1976, recorded in Deed Book 48, Page 610, in the
Office of Clerk of Superior Court of Marion County, Georgia.
311. That certain tract or parcel of land known as the "Durand Substation"
containing 8.14 acres, more or less, in Land Lots 59 and 60 of the 2nd District
of Meriwether County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated August 24, 1990, recorded in Plat Book 14, Page 116, in the Office of the
Clerk of the Superior Court of Meriwether County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Henry Burnley
Parham and by Warranty Deed from Evergreen Timberlands Corporation, dated
January 31, 1990, and recorded in Deed Book 295, Page 471, in the Office of the
Clerk of the Superior Court of Meriwether County, Georgia, dated October 9,
1990, and recorded in Deed Book 291, Page 622, in the Office of the Clerk of the
Superior Court of Meriwether County, Georgia.
312. That certain tract or parcel of land known as the "Gay Substation"
containing 4.71 acres, more or less, in Land Lot 43 of the 9th District of
Meriwether County, Georgia, being more particularly shown and delineated on Plat
of Survey made by J. Wayne Proctor, Sr., Registered Surveyor, dated October 27,
1972, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded at Deed Book 149, Page 154, in the Office of Clerk of Superior
Court of Meriwether County, Georgia.
313. That certain tract or parcel of land known as the "Colquitt Substation"
containing 0.9467 acres, more or less, in Land Lot 88 of the 13th District of
Miller County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Three Notch Electric Membership Corporation, dated
September 5, 1990, and recorded in Deed
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Book 113, Page 606, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book 113, Page 609, in the Office of
Clerk of Superior Court of Miller County, Georgia.
314. That certain tract or parcel of land known as the "Camilla Substation"
containing 0.03 acres, more or less, in Land Lot 5 of the 11th District of
Mitchell County, Georgia, being more particularly shown and delineated and
designated as "Tract A" on Plat of Survey prepared by Larry W. Grogan, Surveyor,
Georgia Registration No. 1649, dated November 16, 1990, recorded in Plat Book
22, Page 16, in the Office of Clerk of Superior Court of Mitchell County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Mitchell Electric Membership Corporation, dated December 7, 1990,
and recorded in Deed Book 323, Page 301, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 323, Page
305, in the Office of Clerk of Superior Court of Mitchell County, Georgia.
315. That certain tract or parcel of land known as the "Cooper Road
Substation" containing 3.74 acres, more or less, in Land Lot 310 of the 9th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 21, Page 57, Mitchell County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Mitchell Electric Membership Corporation, dated September 12, 1989, and recorded
in Deed Book 302, Pages 1-2, in the Office of Clerk of Superior Court of
Mitchell County, Georgia.
316. That certain tract or parcel of land known as the "Cooper Road
Substation" containing 6.84 acres, more or less, in Land Lot 310 of the 9th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 15, 1987, recorded in Plat Book 20, Page 13, in
the Office of the Clerk of the Superior Court of Mitchell County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Gertrude
C. Kemp, dated September 12, 1989, and recorded in Deed Book 301, Page 145, in
the Office of the Clerk of the Superior Court of Mitchell County, Georgia.
317. That certain tract or parcel of land known as the "Hopeful Substation"
containing 0.4316 acres, more or less, in Land Lot 342 of the 11th District of
Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 323, Page 313, in the Office of Clerk of Superior Court of
Mitchell County, Georgia.
318. That certain tract or parcel of land known as the "Mitchell Prison
Substation" containing 0.344 acres, more or less, in Land Lot 273 of the 10th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated March 23, 1992, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Non-Exclusive Easement from State of Georgia, State
Properties Commission, dated March 23, 1992, and recorded in Deed Book 349,
Pages 109-117, in the Office of the Clerk of Superior Court of Mitchell County,
Georgia.
319. That certain tract or parcel of land known as the "Mount Olive
Substation" containing 2.0 acres, more or less, in Land Lot 56 of the 11th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Leroy R. Hall, Mitchell County Land
Surveyor, dated September 18, 1975, and recorded at Plat Book 13, Page 139, land
records of Mitchell County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from M. A. Kemp,
dated November 11, 1975, and recorded at Deed Book 190, Page 450, Office of
Clerk of Superior Court of Mitchell County, Georgia.
320. That certain tract or parcel of land known as the "Pelham Industrial
Park Substation" containing 1.15 acres, more or less, in Land Lot 269 of the
10th District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752,
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dated April 19, 1985, and last revised May 28, 1985, recorded in Plat Book 18,
Page 156, Mitchell County Records, and being those certain tracts conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deeds from W. Lamar Davis, dated July 3, 1985, and
recorded in Deed Book 252, Pages 523-524, in the Office of Clerk of Superior
Court of Mitchell County, Georgia, and from C. Ray Council, Hal A. Council, Rex
A. Council, Max R. Council, Glenda Council Beall, June Council Hunter, and Gay
Council Moring, dated September 26, 1985, and recorded in Deed Book 254, Pages
696-698, in the Office of Clerk of Superior Court of Mitchell County, Georgia.
321. That certain tract or parcel of land known as the "Bolingbroke
Substation" containing 0.95 acres, more or less, in Land Lot 192 of the 13th
District of Monroe County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 329, Page 214, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
329, Page 225, in the Office of Clerk of Superior Court of Monroe County,
Georgia.
322. That certain tract or parcel of land known as the "Combustion Turbine
Project" containing 1,368 acres, more or less, in Land Lots 96, 64 and 65, 5th
District and 52, 83, 84, 85, 86, 87, 118 and 119, 13th District of Monroe
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Gabriel P. Rumble, dated April 18, 1989, and recorded in Deed
Book 286, Page 128, in the Office of the Clerk of the Superior Court of Monroe
County, Georgia, and by Warranty Deed from Myrtice Jo Rumble, Charles T. Rumble,
Thomas Reid Rumble, Genevieve Rumble Miller f/k/a Genevieve Rumble Hopper, dated
November 14, 1989, and recorded in Deed Book 301, Page 241, in the Office of the
Clerk of the Superior Court of Monroe County, Georgia and by Warranty Deed from
Jeffrey L. Rader and Luanne K. Rader dated May 17, 1991, and recorded in Deed
Book 339, Page 47, in the Office of the Clerk of the Superior Court of Monroe
County, Georgia, and by Warranty Deed from Proctor & Gamble Cellouse Company
f/k/a the Buckeye Cellouse Corporation dated December 7, 1990, and recorded in
Deed Book 328, Page 292, in the Office of the Clerk of the Superior Court of
Monroe County, Georgia, and by Quitclaim Deed from Mead Coated Board, Inc.,
dated May 19, 1989, and recorded in Deed Book 288, Page 251, in the Office of
the Clerk of the Superior Court of Monroe County, Georgia, and by Warranty Deed
from the Corporation of Mercer University, A Georgia Corporation dated April 30,
1992, and recorded in Deed Book 373, Page 98, in the Office of the Clerk of
Superior Court of Monroe County, Georgia.
323. That certain tract or parcel of land known as the "Culloden Substation"
containing 2.7703 acres, more or less, in Land Lot 119 of the 11th District of
Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 329, Page 232, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 329, Page
242, in the Office of Clerk of Superior Court of Monroe County, Georgia.
324. That certain tract or parcel of land known as the "Smarr Substation"
containing 5.43 acres, more or less, in Land Lot 56, of the 13th District of
Monroe County, Georgia being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 16, Page 84, in the Office of the Clerk of the Superior
Court of Monroe County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Carl E. Lane and Martha B. Lane dated January
15, 1990, and recorded in Deed Book 305, Folio 233-234, in the Office of the
Clerk of the Superior Court of Monroe County, Georgia.
325. 60% undivided interest in those certain tracts or parcels of land known
as the "Unit 1 & 2 Property" and the "Common Area Property" of Plant Robert W.
Scherer, comprising approximately 12,000 acres, in the 5th District of Monroe
County, Georgia, all as shown and delineated on (i) that certain blueprint of
survey captioned "Plant Scherer, General Arrangement, Plant Site," dated
February 12, 1976, last revised January 2, 1979, prepared for Georgia Power
Company by Southern Services, Inc., bearing Drawing No. EPS 4035-75, and (ii)
that certain blueprint of survey captioned "Plant Scherer, A Plat of Project
Boundary and Road & Gas Line Relocation, 5th District, Monroe County, Georgia,"
dated April 27, 1978, prepared for Georgia Power Company Land Dept. by Hugh W.
Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing drawing number
M-154-3; being all
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of that certain property conveyed to Oglethorpe Power Corporation by General
Warranty Deed and Bill of Sale from Georgia Power Company, dated May 22, 1980,
and recorded in Deed Book 125, Page 1, in the Office of Clerk of Superior Court
of Monroe County, Georgia. LESS AND EXCEPT: (x) The property described in and
released from the Mortgage by that certain Partial Release and Subordination
Agreement among the United States of America, Columbia Bank for Cooperatives and
Trust Company Bank, as trustee under certain indentures identified therein and
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation), dated December 30, 1985, recorded in Deed Book 202, Page 113, in
the Office of Clerk of Superior Court of Monroe County, Georgia; (y) the
property described in and released from the Mortgage by that certain Quitclaim
Deed and Partial Release, dated as of November 19, 1987, made by the United
States of America, Columbia Bank for Cooperatives and Trust Company Bank, as
trustee under certain indentures identified therein, to Gulf Power Company,
recorded in Deed Book 254, Page 158, in the Office of Clerk of Superior Court of
Monroe County, Georgia; and (z) the property described in and released from
Mortgage by that certain Quitclaim Deed and Partial Release, dated as of October
3, 1989, made by the United States of America, National Bank for Cooperatives,
as successor by merger to Columbia Bank for Cooperatives effective January 1,
1989, and Trust Company Bank, as trustee under certain indentures identified
therein, to Georgia Power Company, recorded in Deed Book 297, Page 295, in the
Office of Clerk of the Superior Court of Monroe County, Georgia.
326. The "Undivided Interest" (in Plant Robert W. Scherer Unit No. 2) as
defined in, and leased to the Mortgagor pursuant to, four separate Lease
Agreements Nos. 1-4, dated December 30, 1985, between Wilmington Trust Company
and William J. Wade as Owner Trustees under Trust Agreements Nos. 1-4 and
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) and recorded, respectively, in Deed Book 205, Page 167; in Deed
Book 205, Page 328; in Deed Book 206, Page 138; and in Deed Book 206, Page 298
in the Office of Clerk of Superior Court of Monroe County, Georgia.
327. That certain tract or parcel of land known as the "Alston Substation"
containing 0.3443 acres, more or less, in the 275th G.M.D. of Montgomery County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 105, Page 240, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 105, Page 250,
in the Office of Clerk of Superior Court of Montgomery County, Georgia.
328. That certain tract or parcel of land known as the "Kibbee Substation"
containing 2.36 acres, more or less, in the 1781st G.M.D. of Montgomery County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Lamar B. Leach, Georgia Registered Surveyor No. 1507, said plat being recorded
in Plat Book 2, Page 232, Montgomery County Records, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 67,
Page 489, in the Office of Clerk of Superior Court of Montgomery County,
Georgia.
329. That certain tract or parcel of land known as the "McGregor Substation"
containing 10.459 acres, more or less, in the 1757th G.M.D. of Montgomery
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November
23, 1988, recorded in Plat Book 6, Page 87, Montgomery County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from John L.
Robison, dated December 19, 1988, and recorded in Deed Book 99, Folio 537, in
the Office of Clerk of Superior Court of Montgomery County, Georgia.
330. That certain tract or parcel of land known as the "Madison Substation"
containing 9.644 acres, more or less, in Land Lot 55 of the 5th District of
Morgan County, Georgia, being more particularly shown and delineated on Plat of
Survey made by George M. Ingram, Registered Surveyor, dated February 16, 1970,
and recorded in Plat Book 6, Page 213, Morgan County Records, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Warranty
Deed from Georgia Power Company, dated August 11, 1975, and recorded in Deed
Book 88, Page 753, in the Office of Clerk of Superior Court of Morgan County,
Georgia.
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331. That certain tract or parcel of land known as the "Rutledge Substation"
containing 3.92 acres, more or less, in Land Lot 91 of the 20th District of
Morgan County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 12, 1987, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from W. P. Wallace, dated December 23, 1987, and recorded in Deed
Book 139, Page 344, in the Office of Clerk of Superior Court of Morgan County,
Georgia.
332. That certain tract or parcel of land known as the "Woodkraft Substation"
containing 0.386 acres, more or less, in Land Lot 97 of the 277th G.M.D. of
Morgan County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated September 11, 1978, recorded in Plat Book 9, Page 228, in the Office of
Clerk of Superior Court of Morgan County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from the Georgia Kraft Company, dated
December 12, 1978, and recorded in Deed Book 99, Page 631, in the Office of
Clerk of Superior Court of Morgan County, Georgia.
333. That certain tract or parcel of land known as the "Upatoi Substation"
containing 4.28 acres, more or less, in Land Lot 99 of the 9th District of
Muscogee County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 16, 1985, recorded in Plat Book 92, Page 15, Muscogee County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Willis E. Burgess, Acting Through Joseph G. Slaughter, III, His Attorney In
Fact, dated March 12, 1985, and recorded in Deed Book 2428, Pages 162-163, in
the Office of Clerk of Superior Court of Muscogee County, Georgia.
334. That certain tract or parcel of land known as the "East Thomson
Substation" containing 2.862 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated September 20, 1991, and recorded in Plat Book S, Page 314A, McDuffie
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Carlton Minus, Sr., a/k/a/ Tony Minus, dated April 21, 1992,
and recorded in Deed Book 173, Page 682, in the Office of the Clerk of Superior
Court of McDuffie County, Georgia, and by Warranty Deed from Leona Lee Baxley,
dated April 15, 1992, and recorded in Deed Book 173, Page 321, in the Office of
the Clerk of Superior Court of McDuffie County, Georgia.
335. That certain tract or parcel of land known as the "Iron Hill Substation"
containing 3.18 acres, more or less, in the 133rd G.M.D. of McDuffie County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by John M. Harris, Georgia Registered Land Surveyor No. 1769, dated July 13,
1978, recorded in Plat Book 0, Page 178, of the Office of Clerk of Superior
Court of McDuffie County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deeds from W. E. Owens
and also W. E. Owens and Betty Owens, dated August 10, 1978, and recorded in
Deed Book 106, Page 691, in the Office of Clerk of Superior Court of McDuffie
County, Georgia; LESS AND EXCEPT: that property conveyed by Right-of-Way Deed,
dated July 17, 1981, from Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) to McDuffie County, recorded in Deed Book
119, Page 877, McDuffie County Records.
336. That certain tract or parcel of land known as the "Stones Crossroads
Substation" containing 2.687 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, being more particularly described and delineated on
Plat of Survey by John McGill, Surveyor, dated May 18, 1973, recorded in the
Office of Clerk of Superior Court of said County in Plat Book L, Page 64, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 92, Page 641, in the Office of Clerk of Superior Court of McDuffie
County, Georgia.
337. That certain tract or parcel of land known as the "Thomson East
Substation" containing 0.700 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe
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Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 165, Page 261, in the Office of Clerk of Superior Court of
McDuffie County, Georgia.
338. That certain tract or parcel of land known as the "Thomson West
Substation" containing 0.2700 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 165, Page 243, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 165, Page
254, in the Office of Clerk of Superior Court of McDuffie County, Georgia.
339. That certain tract or parcel of land known as the "Eulonia Substation"
containing 5.53 acres, more or less, in the 1515th G.M. District, McIntosh
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 18,
1990, last revised September 5, 1990, recorded in Plat Book 1, Page 28C, in the
Office of the Clerk of the Superior Court of McIntosh County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Southeast Timberlands, Inc., dated September 28, 1990, and recorded in Deed Book
146, Page 347, in the Office of the Clerk of the Superior Court of McIntosh
County, Georgia, and by Limited Warranty Deed from Audley Farm, Inc., dated
December 21, 1990, and recorded in Deed Book 148, Page 383, in the Office of the
Clerk of the Superior Court of McIntosh County, Georgia.
340. That certain tract or parcel of land known as the "Jackson Lake
Substation" containing 1.2889 acres, more or less, in Land Lot 144 of the 9th
District of Newton County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Snapping Shoals Electric Membership
Corporation, dated September 4, 1990, and recorded in Deed Book 385, Page 470,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 385, Page 473, in the Office of Clerk of Superior
Court of Newton County, Georgia.
341. That certain tract or parcel of land known as the "Mansfield Substation"
containing 0.179 acres, more or less, in Land Lot 206 of the 1st District of
Newton County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 385, Page 452, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 385, Page
463, in the Office of Clerk of Superior Court of Newton County, Georgia.
342. That certain tract or parcel of land known as the "Oak Hill Substation"
containing 13.00 acres, more or less, in Land Lot 78 of the 10th District of
Newton County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 19, 1986, recorded in Plat Book 20, Page 153, in the Office of Clerk of
Superior Court of Newton County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Laura Ellen Hull Barber, dated
April 3, 1986, and recorded in Deed Book 261, Page 414, in the Office of Clerk
of Superior Court of Newton County, Georgia.
343. That certain tract or parcel of land known as the "East Watkinsville
Substation" containing 11.9955 acres, more or less, in the 225th G.M.D. of
Oconee County, Georgia, being more particularly shown and delineated on Plat of
Survey made by W. L. Bishop, Surveyor, dated April 11, 1970, and recorded in
Plat Book 3, Page 183, Oconee County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 19, Page
297, in the Office of Clerk of Superior Court of Oconee County, Georgia.
344. That certain tract or parcel of land known as the "Mars Hill Substation"
containing 4.61 acres, more or less, in the 1331st G.M.D. of Oconee County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
W. L. Bishop, Surveyor, dated October 2, 1969, recorded in Plat Book 3, Page
155, Oconee County Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty
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Deed, dated August 11, 1975, and recorded in Deed Book 19, Page 297, in the
Office of Clerk of Superior Court of Oconee County, Georgia.
345. That certain tract or parcel of land known as the "Arnoldsville
Substation" containing 0.858 acres, more or less, in the 1303rd G.M.D. of
Oglethorpe County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by W. L. Bishop, Surveyor, dated October 16, 1963, recorded
in Plat Book 4, Page 258, in the Office of Clerk of Superior Court of Oglethorpe
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 7-Z, Page 241, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 251,
in the Office of Clerk of Superior Court of Oglethorpe County, Georgia.
346. That certain tract or parcel of land known as the "Beaver Dam
Substation" containing 4.56 acres, more or less, in the 226th G.M.D. of
Oglethorpe County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated May 1, 1991, recorded in Plat Book 12, Page 331, Oglethorpe County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from James R. Bramlett and Thelma A. Bramlett dated August 19, 1991 and recorded
in Deed Book 8-G, Page 326-327, in the Office of the Clerk of Superior Court of
Oglethorpe County, Georgia.
347. That certain tract or parcel of land known as the "Lexington Substation"
containing 6.42 acres, more or less, in the 236th G.M.D. of Oglethorpe County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
8, Page 151, Oglethorpe County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Georgia-Pacific Corporation dated May 7,
1982, and recorded in Deed Book 5-P, Page 335, in the Office of Clerk of
Superior Court of Oglethorpe County, Georgia.
348. That certain tract or parcel of land known as the "Vesta Substation"
containing 1.0126 acres, more or less, in the 233rd G.M.D. of Oglethorpe County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 7-Z, Page 257, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 267,
in the Office of Clerk of Superior Court of Oglethorpe County, Georgia.
349. That certain tract or parcel of land known as the "Battlefield
Substation" containing 3.893 acres, more or less, in Land Lots 1198 and 1199 of
the 3rd District of Paulding County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 17, 1987, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Mrs. Wilma Boyd, dated November 17, 1987, and
recorded in Deed Book 124, Page 002, in the Office of Clerk of Superior Court of
Paulding County, Georgia.
350. That certain tract or parcel of land known as the "Beulah Substation"
containing .99 acres, more or less, in original Land Lot 690 of the 19th
District and 3rd Section of Paulding County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book
7-S, Page 131, in the Office of Clerk of Superior Court of Paulding County,
Georgia.
351. That certain tract or parcel of land known as the "Dallas Substation"
containing 4.0658 acres, more or less, in Land Lot 486 of the 2nd District of
Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from GreyStone Power Corporation, dated August 28, 1990,
and recorded in Deed Book 216, Page 499, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 216, Page
502, in the Office of Clerk of Superior Court of Paulding County, Georgia.
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352. That certain tract or parcel of land known as the "Huntsville
Substation" containing 1.66 acres, more or less, in parts of original Land Lots
712 and 713 of the 3rd District and 3rd Section of Paulding County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 7-S, Page 131, in the Office of Clerk of Superior Court of Paulding
County, Georgia.
353. That certain tract or parcel of land known as the "Mill Creek
Substation" containing 6.443 acres, more or less, in Land Lots 890 and 891 of
the 19th District, 2nd Section of Paulding County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated October 20, 1978, recorded in
Plat Book 9, Page 13, in the Office of Clerk of Superior Court of Paulding
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by J. C. Hardy, Jr., dated November 15, 1978, and
recorded in Deed Book 8-U, Page 817, Office of Clerk of Superior Court of
Paulding County, Georgia.
354. That certain tract or parcel of land known as the "Fort Valley
Substation" containing 4.38 acres, more or less, in Land Lot 183 of the 9th
District of Peach County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 119, Page 662, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 119, Page 665, in the Office of Clerk of Superior Court of
Peach County, Georgia.
355. That certain tract or parcel of land known as the "West Byron
Substation" containing 2.81 acres, more or less, in Land Lot 149 of the 6th
District of Peach County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 13, Page 65, Peach County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Ethel Bell Barnes,
et al., dated February 9, 1984, and recorded in Deed Book 70, Pages 470-472, in
the Office of Clerk of Superior Court of Peach County, Georgia.
356. That certain tract or parcel of land known as the "Big Canoe Substation"
containing 3.28 acres, more or less, in Land Lot 63 of the 4th District of the
2nd Section of Pickens County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book K, Page 113, Pickens County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Quitclaim Deed
from Three Pines, Inc., a Delaware Corporation, dated June 9, 1981, and recorded
in Deed Book 75, Pages 662-663, in the Office of Clerk of Superior Court of
Pickens County, Georgia.
357. That certain tract or parcel of land known as the "Pickens County PSH"
containing 1,465 acres, more or less, in Land Lots 32, 39, 40, 41, 75, 113, 140,
13th District, 2nd Section of Pickens County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Donal Dorsey and
John L. Humphrey, dated July 15, 1988, and recorded in Deed Book 139, Page 638,
in the Office of the Clerk of the Superior Court of Pickens County, Georgia, and
by Warranty Deed from John M. Cunningham and Alisa Lynn Cunningham, dated
September 25, 1987, and recorded in Deed Book 131, Page 337, in the Office of
the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed
from Norma Ann Hahn, dated December 17, 1987, and recorded in Deed Book 133,
Page 777, in the Office of the Clerk of the Superior Court of Pickens County,
Georgia, and by Warranty Deed from Ben C. Langley and Nan E. Langley, dated
September 22, 1987, and recorded in Deed Book 131, Page 33, in the Office of the
Clerk of the Superior Court of Pickens County, Georgia, and by Warranty Deed
from Michael P. Echols, dated September 22, 1987, and recorded in Deed Book 131,
Page 335, in the Office of the Clerk of the Superior Court of Pickens County,
Georgia, and by Warranty Deed from Terry C. Moss, dated September 30, 1987, and
recorded in Deed Book 132, Page 33, in the Office of the Clerk of the Superior
Court of Pickens County, Georgia, and by Warranty Deed from Frances S.
Littleton, dated October 2, 1987, and recorded in Deed Book 132, Page 35, in the
Office of the Clerk of the Superior Court of Pickens County, Georgia, and by
Warranty Deed from McRae Interests, Inc., dated October 13, 1987, and recorded
in Deed Book 132, Page 486, in the Office of the Clerk of the Superior Court of
Pickens County, Georgia, and by Warranty Deed from Weldon Thacker and Hansel
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L. Thacker, dated June 28, 1988, and recorded in Deed Book 139, Page 188, in the
Office of the Clerk of the Superior Court of Pickens County, Georgia.
358. That certain tract or parcel of land known as the "Tate Substation"
containing 0.2356 acres, more or less, in Land Lot 116 of the 4th District of
Pickens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 170, Page 252, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 170, Page
263, in the Office of Clerk of Superior Court of Pickens County, Georgia.
359. That certain tract or parcel of land known as the "Patterson Substation"
containing 2.35 acres, more or less, in Land Lot 224 of the 4th District of
Pierce County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 12, Page 200, Pierce County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Satilla Rural
Electric Membership Corporation, dated May 11, 1989, and recorded in Deed Book
217, Page 58, in the Office of Clerk of Superior Court of Pierce County,
Georgia.
360. That certain tract or parcel of land known as the "Waltertown
Substation" containing 3.012 acres, more or less, in Land Lot 116 of the 5th
District of Pierce County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 10, Page 23, Pierce County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Lena Smith Davis,
dated September 18, 1980, and recorded in Deed Book 174, Page 625, in the Office
of Clerk of Superior Court of Pierce County, Georgia.
361. That certain tract or parcel of land known as the "Upper Pike
Substation" containing 4.76 acres, more or less, in Land Lots 121 and 136 of the
2nd District of Pike County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 8, Page 223, Pike County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Fred F.
Filsoff, dated February 24, 1989, recorded in Deed Book 116, Page 44-45, in the
Office of Clerk of Superior Court of Pike County, Georgia, a Warranty Deed from
Arthur L. Walters and Gisela K. Walters, dated August 23, 1989, recorded in Deed
Book 119, Page 307, in the Office of Clerk of Superior Court of Pike County,
Georgia, and a Warranty Deed from Dr. Bill Bell, dated July 25, 1989, and
recorded in Deed Book 118, Page 432, in the Office of Clerk of Superior Court of
Pike County, Georgia.
362. That certain tract or parcel of land known as the "Young Station
Substation" containing 0.364 acres, more or less, in Land Lot 898 of the 2nd
District of Polk County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated April 13, 1987, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Georgia Power Company, dated March 29, 1988, and recorded
in Deed Book 396, Page 652, in the Office of Clerk of Superior Court of Polk
County, Georgia, and by Corrective Warranty Deed from Georgia Power Company
dated April 13, 1988, and recorded in Deed Book 397, Page 751, in the Office of
Clerk of Superior Court of Polk County, Georgia.
363. That certain tract or parcel of land known as the "Hawkinsville
Substation" containing 0.98 acres, more or less, in Land Lot 221 of the 4th
District of Pulaski County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 128, Page 395, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
128, Page 405, in the Office of Clerk of Superior Court of Pulaski County,
Georgia.
364. That certain tract or parcel of land known as the "Pulaski Substation"
containing 0.48 acres, more or less, in Land Lot 369 of the 21st District of
Pulaski County, Georgia, being more particularly shown and delineated on
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Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated December 9, 1990, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Non-exclusive Easement from State of Georgia acting by and through the State
Properties Commission, dated March 23, 1992, and recorded in Deed Book 134, Page
123, in the Office of the Clerk of Superior Court of Pulaski County, Georgia.
365. That certain tract or parcel of land known as the "Lick Creek
Substation" containing 2.00 acres, more or less, in Land Lots 278, 279, 284 and
285 of the 308th G.M.D. of Putnam County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 10, Page 163, Putnam County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
J. F. Reese, dated September 24, 1981, and recorded in Deed Book 5N, Pages
17-18, in the Office of Clerk of Superior Court in Putnam County, Georgia.
366. That certain tract or parcel of land known as the "Willard Substation"
containing 4.81 acres, more or less, in the 390th G.M.D. of Putnam County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated May 11,
1992, recorded in Plat Book 20, Page 76, Putnam County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from James Harper and
Barbara M. Harper, dated December 15, 1992, and recorded in Deed Book 76, Pages
219-220, in the office of the Clerk of Superior Court of Putnam County, Georgia,
and by Warranty Deed from Tracey Harper, dated December 15, 1992, and recorded
in Deed Book 76, Pages 215-216, in the office of the Clerk of Superior Court of
Putnam County, Georgia.
367. That certain tract or parcel of land known as the "Cool Branch
Substation" containing 2.85 acres, more or less, in Land Lot 280 of the 8th
District of Quitman County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 5, 1991, recorded in Plat Book 1, Page 190,
Quitman County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Eugene O. Gary, dated July 29, 1991, and recorded in Deed
Book 65, Page 768, in the Office of the Clerk of Superior Court of Quitman
County, Georgia.
368. That certain tract or parcel of land known as the "Cuthbert Substation"
containing 5.70 acres, more or less, in Land Lot 1 of the 6th District of
Randolph County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book KK-2, Pages 3-7, in the Office
of Clerk of Superior Court of Randolph County, Georgia.
369. That certain tract or parcel of land known as the "Boykin Road
Substation f/k/a Windsor Springs Substation" containing 11.15 acres, more or
less, in the 86th G.M.D. of Richmond County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Roland McCann, Georgia Registered
Land Surveyor No. 1752, dated March 27, 1985, and last revised November, 1985,
recorded in Reel 204, Pages 329-330, in the Office of Clerk of Superior Court of
Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by three Warranty Deeds, the first from Elroco, Inc., dated May 9, 1985, and
recorded in Reel 204, Pages 331-332, in the office of Clerk of Superior Court of
Richmond County, Georgia, the second from Dennis Carlton Davis and Katherine
Davis Pound, dated February 27, 1986 and recorded in Reel 222, Pages 1198-1200,
in the Office of Clerk of Superior Court of Richmond County, Georgia, and the
third from Robert L. Arrington, dated January 10, 1986, and recorded in Reel
224, Pages 424-427, in the Office of Clerk of Superior Court of Richmond County,
Georgia; SUBJECT TO: Easement for Right-of-Way in favor of Richmond County Works
dated April 17, 1989 and recorded in Reel 313, Pages 669-672 in the Office of
Clerk of Superior Court of Richmond County, Georgia.
370. That certain tract or parcel of land known as the "Clark Road
Substation" containing 3.44 acres, more or less, in the 124th G.M.D. of Richmond
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April
29, 1988, recorded
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in Plat Book 295, Page 1176, in the Office of Clerk of Superior Court of
Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Union Camp Corporation, dated September 2, 1988, and
recorded in Reel 295, Page 1173, in the Office of Clerk of Superior Court of
Richmond County, Georgia.
371. That certain tract or parcel of land known as the "Goshen Substation"
containing in the aggregate 17.825 acres, more or less, in the 124th G.M.D. of
Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 50, Page 2157, in the Office of
Clerk of Superior Court of Richmond County, Georgia.
372. That certain tract or parcel of land known as the "Rosier Road
Substation" containing 8.947 acres, more or less, in the 123rd G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 19, 1985, recorded in Plat Reel 209, Pages 1769-1770, Richmond
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from George Taylor and Dorothy M. Evans, dated August 22, 1985,
and recorded in Reel 209, Pages 1767-1770, in the Office of Clerk of Superior
Court of Richmond County, Georgia.
373. That certain tract or parcel of land known as the "Tobacco Road
Substation" containing 1.62 acres, more or less, in the 123rd G.M.D. of Richmond
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by John M. Harris, Georgia Registered Land Surveyor No. 1769, dated
July 26, 1977, recorded in Realty Book Reel 81, Pages 539-540, in the Office of
Clerk of Superior Court of Richmond County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from C. G. Garmon and Evelyn P. Garmon, dated August 24, 1977, and recorded in
Realty Book Reel 81, Pages 540-541, in the Office of Clerk of Superior Court of
Richmond County, Georgia.
374. That certain tract or parcel of land known as the "Tobacco Road
Substation" containing 18.415 acres, more or less, in the 86th G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Franklin A. Toole, Georgia Registered Land Surveyor No. 1420,
dated July 10, 1987, recorded in Reel 272, Page 647, in the Office of Clerk of
Superior Court of Richmond County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from T. E. Norris, dated September
25, 1987, and recorded in Reel 272, Page 649, in the Office of Clerk of Superior
Court of Richmond County, Georgia, and by Warranty Deed from Spectra
Development, Inc., dated October 22, 1987, and recorded in Reel 235, Page 1203,
in the Office of Clerk of Superior Court of Richmond County, Georgia.
375. That certain tract or parcel of land known as the "Foxwood Substation"
containing 5.8183 acres, more or less, in Land Lot 206 of the 10th District of
Rockdale County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 614, Page 268, by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 614, Page 278,
and as corrected by Quitclaim Deed from Lindbergh Jones dated March 13, 1990 and
recorded in Deed Book 630, Page 178, in the Office of Clerk of Superior Court of
Rockdale County, Georgia.
376. That certain tract or parcel of land known as the "Honeycreek
Substation" f/k/a the "Conyers Substation" containing 10.82 acres, more or less,
in Land Lot 206 of the 16th District of Rockdale County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by W. Dennis
Boutwell, Surveyor, Georgia Registration No. 1873, dated July 26, 1976, recorded
in Plat Book K, Page 77, in the Office of Clerk of Superior Court of Rockdale
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Billy L. Ivey, dated September 30,
1976, and recorded in Deed Book 163, Page 881, in the Office of Clerk of
Superior Court of Rockdale County, Georgia, as corrected by that certain
Corrective Deed dated January 7, 1977, and recorded in Deed Book 166, Page 365,
of aforesaid records.
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377. That certain tract or parcel of land known as the "Oglethorpe Power
Warehouse" containing 9.238 acres, more or less, in Land Lot 232 of the 10th
District of Rockdale County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Allied Properties, Inc., dated June 19, 1980, and recorded in
Deed Book 209, Page 874, in the Office of Clerk of Superior Court of Rockdale
County, Georgia; LESS AND EXCEPT: .37 acres of land conveyed by Oglethorpe Power
Corporation to Raymond J. Pitts, Inc., by Warranty Deed dated September 25,
1990, and recorded in Deed Book 595, Page 299, Rockdale County Records, by
Quitclaim Deed from Oglethorpe Power Corporation to Raymond J. Pitts, Inc.,
dated September 25, 1990 and recorded in Deed Book 595, Page 288, Rockdale
County Records and by General Warranty Deed from Cecil F. Key to Oglethorpe
Power Corporation dated September 25, 1990, and recorded in Deed Book 595, Page
291, Rockdale County Records; SUBJECT TO: Right-of-Way Easement from Oglethorpe
Power Corporation to Snapping Shoals Electric Membership Corporation dated May
9, 1990, and recorded in Deed Book 615, Page 326, in the Office of Clerk of
Superior Court of Rockdale County, Georgia; AND Right-of-Way Easement from
Oglethorpe Power Corporation to Snapping Shoals Electric Membership Corporation
dated May 9, 1990, and recorded in Deed Book 564, Page 185, in the Office of
Clerk of Superior Court of Rockdale County, Georgia.
378. That certain tract or parcel of land known as the "Rockdale Substation"
containing 5.94 acres, more or less, in Land Lot 325 of the 4th District of
Rockdale County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated August 29, 1979, recorded in Plat Book N, Page 39, in the Office of Clerk
of Superior Court of Rockdale County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by a Warranty Deed from Elizabeth Corley Dorman,
Charlotte Corley McDowell and Jeannette Corley Farmer, dated November 19, 1979,
and recorded in Deed Book 203, Page 956, in the Office of Clerk of Superior
Court of Rockdale County, Georgia.
379. That certain tract or parcel of land known as the "Dover Substation"
containing 0.3440 acres, more or less, in the 35th G.M.D. of Screven County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by Georgia Power Company, dated May, 1963, recorded in Plat Book 10, Page 108,
in the Office of Clerk of Superior Court of Screven County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Limited Warranty Deed from
Georgia Power Company dated December 19, 1990, and recorded in Deed Book 209,
Page 429, and by Quitclaim Deed from Georgia Power Corporation, dated December
19, 1990, and recorded in Deed Book 209, Page 439, in the Office of Clerk of
Superior Court of Screven County, Georgia; AND that certain tract or parcel of
land known as the "Dover Substation" containing 0.24 acres, more or less, in the
35th G.M.D. of Screven County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated February 7, 1990, recorded in Plat Book 26, Page 36, in
the Office of Clerk of Superior Court of Screven County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Henry G. Weeks and
Mrs. Lennie R. Weeks, dated May 2, 1990, and recorded in Deed Book 206, Page 39,
in the Office of Clerk of Superior Court of Screven County, Georgia.
380. That certain tract or parcel of land known as the "Hiltonia Substation"
containing 2.4591 acres, more or less, in the 1286th G.M.D. of Screven County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Quitclaim Deed
from Georgia Power Company, dated December 19, 1990, and recorded in Deed Book
209, Page 446, in the Office of Clerk of Superior Court of Screven County,
Georgia.
381. That certain tract or parcel of land known as the "Middleground
Substation" containing 5.89 acres, more or less, in 36th G.M.D. of Screven
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February
14, 1990, recorded in Plat Book 26, Page 36, in the Office of the Clerk of the
Superior Court of Screven County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Carl W. Smith, dated May 2,
1990, and recorded in Deed Book 206, Folio 43, in the Office of the Clerk of the
Superior Court of Screven County, Georgia.
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382. That certain tract or parcel of land known as the "Sylvania Substation"
containing 0.229 acres, more or less, in the 34th G.M.D. of Screven County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 26, 1988,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Planters Electric Membership Corporation, dated June 7, 1988, and recorded in
Deed Book 196, Page 527, in the Office of Clerk of Superior Court of Screven
County, Georgia.
383. That certain tract or parcel of land known as the "Reynoldsville
Substation" containing 0.84 acres, more or less, in Land Lot 12 of the 21st
District of Seminole County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 26, 1979, recorded in Plat Book 6, Page 143, of
the Office of Clerk of Superior Court of Seminole County, Georgia, and being
that certain tract conveyed by Warranty Deed from Three Notch Electric
Membership Corporation, dated February 7, 1979, and recorded in Deed Book 84,
Page 690, in the Office of Clerk of Superior Court of Seminole County, Georgia.
384. That certain tract or parcel of land known as the "West Donaldsonville
Substation" containing 3.372 acres, more or less, in Land Lot 149 of the 14th
District of Seminole County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 3, 1989, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by corrective Warranty Deed from Julius Bertram
Thomas, Jr., and Carolyn P. Thomas, Jr., dated December 28, 1989, and recorded
in Deed Book 124, Page 93-94, in the Office of Clerk of Superior Court of
Seminole County, Georgia.
385. That certain tract or parcel of land known as the "Double Cabins
Substation" containing 6.050 acres, more or less, in Land Lot 82 of the 490th
G.M.D. of Spalding County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor
No. 1956, dated July 25, 1977, recorded in Plat Book 12, Page 5, of the Office
of Clerk of Superior Court of Spalding County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Hopkins K. Manley and Thelma J. Manley, dated November 7, 1977, and
recorded in Deed Book 510, Folio 126, in the Office of Clerk of Superior Court
of Spalding County, Georgia.
386. That certain tract or parcel of land known as the "Steele Road
Substation" containing 5.12 acres, more or less, in Land Lot 38 of the 3rd
District of Spalding County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated February 27, 1991, recorded in Plat Book 19, Page 481,
Spalding County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Kathleen S. Sanders, et. al., dated September 10, 1991,
and recorded in Deed Book 1060, Page 143, in the Office of the Clerk of Superior
Court of Spalding County, Georgia.
387. That certain tract or parcel of land known as the "Zetella Substation"
containing 1.9736 acres, more or less, in Land Lot 35 of the 1st District of
Spalding County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Central Georgia Electric Membership Corporation,
dated September 26, 1990, and recorded in Deed Book 1020, Page 139, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 1020, Page 142, in the Office of Clerk of Superior Court
of Spalding County, Georgia.
388. That certain tract or parcel of land known as the "Ayersville
Substation" containing 5.24 acres, more or less, in the 402nd G.M.D. of Stephens
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 4, 1985, recorded in Plat Book 13, Page 34, in the Office of Clerk of
Superior Court of Stephens County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Milliken & Company, dated
December 6, 1985, and recorded in Deed Book 188, Page 568, in the Office of
Clerk of Superior Court of Stephens County, Georgia.
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389. That certain tract or parcel of land known as the "Currahee Heights
Substation" containing 0.52 acres, more or less, in the 440th G.M.D. of Stephens
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated
October 2, 1992, recorded in Plat Book 15, Page 562, Stephens County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
James Arthur and Barbara C. Arthur, dated February 12, 1993, and recorded in
Deed Book 282, Pages 117-118, in the office of the Clerk of Superior Court of
Stephens County, Georgia.
390. That certain tract or parcel of land known as the "Gum Log Substation"
containing 10.407 acres, more or less, in the 1647th G.M.D. of Stephens County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated February
5, 1988, recorded in Plat Book 15, Page 13, Stephens County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from H.
Morris Isbell, dated March 17, 1988, and recorded in Deed Book 210, Page 94, in
the Office of Clerk of Superior Court of Stephens County, Georgia.
391. That certain tract or parcel of land known as the "Lumpkin Substation"
containing 5.59 acres, more or less, in Land Lot 15 of the 23rd District of
Stewart County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 18, 1984, recorded in Plat Book 1, Page 374, Stewart County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Noll A.
Van Cleave, dated January 15, 1985, and recorded in Deed Book 75, Pages 344-345,
in the Office of Clerk of Superior Court of Stewart County, Georgia.
392. That certain tract or parcel of land known as the "Providence Canyon
Substation" containing 2.0 acres, more or less, in Land Lot 70 of the 22nd
District of Stewart County, Georgia, being more particularly shown and
delineated on Plat of Survey made by James R. Littlefield, Surveyor, Georgia
Registration No. 1304, dated September 12, 1975, recorded in Plat Book 1, Page
209, Stewart County Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Allen Cherry Lane, dated
November 7, 1975, and recorded in Deed Book 57, Page 538, in the Office of Clerk
of Superior Court of Stewart County, Georgia.
393. That certain tract or parcel of land known as the "New Era Substation"
containing 1.433 acres, more or less, in Land Lot 77 of the 27th District of
Sumter County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 144, Page 327-A, in the Office
of Clerk of Superior Court of Sumter County, Georgia.
394. That certain tract or parcel of land known as the "North Americus
Substation" containing 10.980 acres in Land Lot 113 of the 27th District of
Sumter County, Georgia, being more particularly shown and delineated on Plat of
Survey made by George M. Ingram, Registered Surveyor No. 799, dated September
15, 1967, recorded in Plat Book 5, Page 159, Sumter County Records, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded in
Deed Book 144, Page 327-A, in the Office of Clerk of Superior Court of Sumter
County, Georgia.
395. That certain tract or parcel of land known as the "West Americus
Substation" containing 5.05 acres, more or less, and located in Land Lot 182 of
the 27th District of Sumter County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 18, 1983, recorded in Plat Book 13, Page 178,
Sumter County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Kustom Kut, Inc., dated December 5, 1983, and recorded in
Deed Book 207, Pages 472-473, in the Office of Clerk of Superior Court of Sumter
County, Georgia.
396. That certain tract or parcel of land known as the "Bellville Substation"
containing 5.343 acres, more or less, in the 1376th G.M.D. of Tattnall County,
Georgia, being more particularly shown and delineated on Plat of
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Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 9, Page 111, Tattnall County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Canoochee Electric
Membership Corporation, A Georgia Corporation, dated August 21, 1989, and
recorded in Deed Book 213, Page 239-240 in the Office of Clerk of Superior Court
of Tattnall County, Georgia, and by Warranty Deed from Howard E. Scarbrough,
dated August 16, 1989, and recorded in Deed Book 212, Pages 128-129, in the
Office of Clerk of Superior Court of Tattnall County, Georgia.
397. That certain tract or parcel of land known as the "Glenville Substation"
containing 1.5189 acres, more or less, in the 1700th G.M.D. of Tattnall County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 230, Page 241, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 230, Page 251,
in the Office of Clerk of Superior Court of Tattnall County, Georgia.
398. That certain tract or parcel of land known as the "Glenville Substation"
containing 2.69 acres, more or less, in the 1700th G.M.D. of Tattnall County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15,
1989, recorded in Plat Book 9, Page 205, in the Office of the Clerk of Superior
Court of Tattnall County, Georgia, revised and recorded in Plat Book 10, Page
28, in the Office of the Clerk of Superior Court of Tattnall County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
William S. Bacon and Althea S. Bacon as Trustees for Althea S. Bacon, and as
Executors of the Last Will and Testament of William Harvey Bacon, dated February
7, 1990, and recorded in Deed Book 219, Page 324, in the Office of the Clerk of
Superior Court of Tattnall County Georgia; by Warranty Deed from Larry Harvey
Bacon, dated February 27, 1990, and recorded in Deed Book 219, Page 326, in the
Office of the Clerk of Superior Court of Tattnall, County, Georgia; by Warranty
Deed from William S. Bacon and Althea S. Bacon as Trustees for Althea S. Bacon,
and as Executors of the Last Will and Testament of William Harvey Bacon, dated
August 2, 1990, and recorded in Deed Book 225, Page 197, in the Office of the
Clerk of Superior Court of Tattnall County, Georgia; and by Warranty Deed from
Larry Harvey Bacon, dated August 2, 1990, and recorded in Deed Book 225, Page
195, in the Office of the Clerk of Superior Court of Tattnall County, Georgia.
399. That certain tract or parcel of land known as the "Ohoopee River
Switching Station" containing .52 acres, more or less, in the 1645th G.M.D. of
Tattnall County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 17, 1988, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Non-Exclusive Easement Agreement from the State of Georgia, dated September
5, 1989, and recorded in Deed Book 213, Page 213, in the Office of the Clerk of
Superior Court of Tattnall County, Georgia.
400. That certain tract or parcel of land known as the "Reidsville Junction
Substation" containing 6.4334 acres, more or less, in the 1601st G.M.D. of
Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 5-M, Page 316, in the Office of
Clerk of Superior Court of Tattnall County, Georgia.
401. That certain tract or parcel of land known as the "Stoney Hill
Substation" containing 0.92 acres, more or less, in the 40th G.M.D. of Tattnall
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by W. L. Bishop, Georgia Registered Land Surveyor No. 549, recorded in
Plat Book (Deed Book) 4-W, Page 354, of the Office of Clerk of Superior Court of
Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated September 27, 1977, and recorded in Deed Book 122, Folio 209, in the
Office of Clerk of Superior Court of Tattnall County, Georgia; LESS AND EXCEPT:
that property conveyed by Right-of-Way Deed, dated December 13, 1982, from
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) to Tattnall County, recorded in Deed Book 153, Pages 672-675,
Tattnall County records.
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402. That certain tract or parcel of land known as the "Reynolds Substation"
containing 1.666 acres, more or less, in Land Lot 257 of the 1st District of
Taylor County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by James R. Littlefield, Surveyor, Georgia Registration No.
1304, dated January 15, 1976, recorded at Plat Book 5, Page 266, Office of Clerk
of Superior Court of Taylor County, Georgia, and being those certain tracts
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from E.
B. Cook, dated March 19, 1976, and recorded in Deed Book 36, Page 55, in the
Office of Clerk of Superior Court of Taylor County, Georgia, and from R. L.
Swearingen, Jr., dated March 5, 1976, and recorded in Deed Book 35, Page 617, in
the Office of Clerk of Superior Court of Taylor County, Georgia.
403. That certain tract or parcel of land known as the "Jacksonville
Substation" containing 0.5201 acres, more or less, in Land Lot 180 of the 9th
District of Telfair County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 8-J, Page 345, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
8-J, Page 355, in the Office of Clerk of Superior Court of Telfair County,
Georgia.
404. That certain tract or parcel of land known as the "Lumber City
Substation" containing .79 acres, more or less, in Land Lot 322 of the 7th
District of Telfair County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Grady Boney, Telfair County Land Surveyor,
dated April 24, 1986, recorded in Plat Book 5, Page 693, in the Office of Clerk
of Superior Court of Telfair County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Little Ocmulgee EMC, dated
November 18, 1987, and recorded in Deed Book 7W, Pages 251-252, in the Office of
Clerk of Superior Court of Telfair County, Georgia.
405. That certain tract or parcel of land known as the "Lumber City
Substation" containing 0.2307 acres, more or less, in Land Lot 322 of the 7th
District of Telfair County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated December
19, 1990, and recorded in Deed Book 8-J, Page 328, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book-J,
Page 338, in the Office of Clerk of Superior Court of Telfair County, Georgia.
406. That certain tract or parcel of land known as the "McRae Substation"
containing 0.44 acres, more or less, in Land Lot 142 of the 10th District of
Telfair County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Grady Boney, Telfair County Land Surveyor, dated December 17,
1986, recorded in Plat Book 7, Page 72, in the Office of Clerk of Superior Court
of Telfair County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Little Ocmulgee EMC, dated November 18, 1987, and recorded
in Deed Book 7W, Page 253, in the Office of Clerk of Superior Court of Telfair
County, Georgia.
407. That certain tract or parcel of land known as the "Parrott Substation"
containing 2.23 acres, more or less, in Land Lots 133 and 134 of the 11th
District of Terrell County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by James R. Littlefield, Surveyor, Georgia
Registration No. 1304, dated October 23, 1975, recorded at Plat Book 4, Page
147, Terrell County Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from John R. Young, dated
December 12, 1975, and recorded in Deed Book 1-U, Page 326, in the Office of
Clerk of Superior Court of Terrell County, Georgia.
408. That certain tract or parcel of land known as the "Boston South
Substation" containing 4.15 acres, more or less, in Land Lot 81 of the 14th
District of Thomas County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated April 8, 1985, recorded in Plat Book 1, Page 30-E, Thomas County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from DebReNel, a general partnership consisting of Deborah Davis Dugger, Renny
R. Davis, Jr., and Neel D. Davis, dated May 22, 1985, and recorded in Deed Book
191, Pages 330-331, in the Office of Clerk of Superior Court of Thomas County,
Georgia.
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409. That certain tract or parcel of land known as the "Boston Substation"
containing 0.9864 acres, more or less, in Land Lot 271 of the 13th District of
Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Substation Easement from Grady County Electric Membership Corporation, dated
September 5, 1990, and recorded in Deed Book 297, Page 278, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 297, Page 281, in the Office of Clerk of Superior Court of Thomas
County, Georgia.
410. That certain tract or parcel of land known as the "Boston Substation"
containing 8.64 acres, more or less, in Land Lot 236 of the 13th District of
Thomas County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178,
dated May 26, 1992, last revised June 5, 1992, recorded in Plat Book 2, Page
10-E, in the Office of Clerk of Thomas County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Delouise E. Hurst,
Sr., dated June 24, 1992, and recorded in Deed Book 352, Page 248, in the Office
of Clerk of Superior Court of Thomas County, Georgia.
411. That certain tract or parcel of land known as the "Coolidge Substation"
containing .52 acres, more or less, in the Land Lot 205, 13th Land District of
Thomas County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated
July 17, 1992, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Easement Agreement from Georgia Power Company, dated October 12, 1992, and
recorded in Deed Book 370, Pages 392-397, in the office of the Clerk of Superior
Court of Thomas County, Georgia.
412. That certain tract or parcel of land known as the "Dixie Highway
Platform Mounted Substation" containing .36 acres, more or less, in Land Lot 74
of the 17th District of Thomas County, Georgia, being more particularly shown on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated June 5, 1991, recorded in Plat Book 1, Page 185-C, Thomas County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Griffin Farms, Inc., dated June 25, 1991, and recorded in Deed Book 315, Page
303, in the Office of the Clerk of Superior Court of Thomas County, Georgia.
413. That certain tract or parcel of land known as the "Hall Road Substation"
containing 6.43 acres, more or less, in Land Lots 81 and 82 of the 13th District
of Thomas County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated February 5, 1988, recorded in Plat Book 1, Page 104A, in the Office of
Clerk of Superior Court of Thomas County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from J. M. Golden, Jr., dated April
13, 1988, and recorded in Deed Book 235, Page 470, in the Office of Clerk of
Superior Court of Thomas County, Georgia.
414. That certain tract or parcel of land known as the "Merrillville
Substation" containing 2.331 acres, more or less, in Land Lot 155 of the 13th
District of Thomas County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Frank E. Carlton, Georgia Registered Land Surveyor No.
4544, dated August 21, 1986, recorded in Plat Book 1, Page 75B, in the Office of
Clerk of Superior Court of Thomas County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Joyce S. Sherod, dated December
23, 1986, and recorded in Deed Book 215, Page 782, in the Office of Clerk of
Superior Court of Thomas County, Georgia, and by Warranty Deed from Grady County
EMC, dated May 7, 1987, and recorded in Deed Book 220, Page 817, in the Office
of Clerk of Superior Court of Thomas County, Georgia.
415. That certain tract or parcel of land known as the "Merrillville
Substation" containing 2.3378 acres, more or less, in Land Lot 155 of the 13th
District of Thomas County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Sam H. Thompson, Surveyor, Georgia Registration
No. 1961, dated April 6, 1990, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim Deed from Georgia Power Corporation, dated December
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19, 1990, and recorded in Deed Book 297, Pages 288-293, in the Office of Clerk
of Superior Court of Thomas County, Georgia.
416. That certain tract or parcel of land known as the "Pavo Substation"
containing 4.651 acres, more or less, in Land Lot 352 of the 13th District of
Thomas County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, Project
No. 8114, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Paul J. Sherrod, dated May 14, 1980, and recorded in Deed Book 137, Pages
190-91, in the Office of Clerk of Superior Court of Thomas County, Georgia.
417. That certain tract or parcel of land known as the "Pummy Road
Substation" containing 2.4992 acres, more or less, in Land Lot 160 of the 17th
District of Thomas County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Lamar B. Leach, Surveyor, Georgia Registration No.
1507, dated March 1, 1974, recorded in Plat Book 2, Page 22, in the Office of
Clerk of Superior Court of Thomas County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from Georgia Power Company,
dated December 19, 1990, and recorded in Deed Book 297, Page 261, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 297, Page 271, in the Office of Clerk of Superior Court of
Thomas County, Georgia.
418. That certain tract or parcel of land known as the "Brookfield Switching
Substation" containing 1.60 acres, more or less, in Land Lot 364 of the 6th
District of Tift County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor
No. 2178, dated October 28, 1992, recorded in Plat Book 24, Page 101, Tift
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from George Perry McCranie, Jr., dated March 11, 1993, and
recorded in Deed Book 471, Page 84, in the office of the Clerk of Superior Court
of Tift County, Georgia.
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419. That certain tract or parcel of land known as the "Tifton Substation"
containing 1.47 acres, more or less, in Land Lot 292 of the 6th District of Tift
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 159, Page 711, in the Office of Clerk of
Superior Court of Tift County, Georgia.
420. That certain tract or parcel of land known as the "Walkerville
Substation" containing 1.836 acres, more or less, in Land Lot 311 of the 6th
District of Tift County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 159, Page 711, in the
Office of Clerk of Superior Court of Tift County, Georgia.
421. That certain tract or parcel of land known as the "Walkerville
Substation" containing 2.91 acres, more or less, in Land Lots 311 and 334 of the
6th District of Tift County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 13, 1984, recorded in Plat Book 16, Page 47, Tift
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from W. R. Bragg, Jr., Charles H. Wideman, Jr., Diane R. Wideman,
Tommy Joe Wideman and Charles H. Wideman, dated November 13, 1984, and recorded
in Deed Book 225, Pages 318-320, in the Office of Clerk of Superior Court of
Tift County, Georgia.
422. That certain tract or parcel of land known as the "Waterloo Substation"
containing 0.91 acres, more or less, in Land Lot 78 of the 6th District of Tift
County, Georgia, per plat recorded in Plat Book 13, Page 111, in the Office of
Clerk of Superior Court of Tift County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by a Warranty Deed from Avis L. Goodman, dated April
25, 1980, and recorded in Deed Book 191, Page 769, in the Office of Clerk of
Superior Court of Tift County, Georgia.
423. A 30% undivided interest in that certain tract or parcel of land
containing 906.65 acres, more or less, in the 43rd G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated as Tract 4 on Plat of
Survey prepared by C. H. Wright and certified by C. H. Wright, Registered Land
Surveyor No. 1333, designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT,
Property Map of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties,
Georgia, for Oglethorpe Electric Membership Corporation and Georgia Power
Company, dated December 9, 1974," said plat being recorded in Plat Book 11, Page
84, in the Office of Clerk of Superior Court of Toombs County, Georgia; and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by General Warranty Deed and Bill of Sale from Georgia Power Company, recorded
in Deed Book 134, Page 758, in the Office of Clerk of Superior Court of Toombs
County, Georgia.
424. That certain tract or parcel of land known as the "Loop Road Substation"
containing 6.03 acres, more or less, in the 51st G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 9, 1986,
recorded in Plat Book 20, Page 81, in the Office of Clerk of Superior Court of
Toombs County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Margaret Deane Somers, dated August 21, 1986, and recorded
in Deed Book 218, Page 237, in the Office of Clerk of Superior Court of Toombs
County, Georgia.
425. That certain tract or parcel of land known as the "Lyons Substation"
containing 0.397 acres, more or less, in the 1536th G.M.D. of Toombs County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Altamaha Electric Membership Corporation, dated August 21, 1990,
and recorded in Deed Book 303, Page 11, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 303, Page 15, in
the Office of Clerk of Superior Court of Toombs County, Georgia.
426. That certain tract or parcel of land known as the "Stanley Substation"
containing 4.088 acres, more or less, in the 43rd G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Carey E. Treadwell, Registered Land Surveyor, dated August 17, 1973, recorded in
Plat Book 11, Page 2, Toombs County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation
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by Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 137, Page 376, in the Office of Clerk of Superior Court of Toombs
County, Georgia.
427. That certain tract or parcel of land known as the "Phillips Substation"
containing 2.984 acres, more or less, in the 1763rd G.M.D. of Treutlen County,
Georgia, and being more particularly shown and delineated on Plat of Survey
prepared by James R. Littlefield, Surveyor, Georgia Registration No. 1304, dated
January 2, 1976, recorded in Plat Book 4, Page 210, Office of Clerk of Superior
Court of Treutlen County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Mrs. Kate
Gillis Thompson, dated February 12, 1976, and recorded in Deed Book 47, Page
180, in the Office of Clerk of Superior Court of Treutlen County, Georgia.
428. That certain tract or parcel of land known as the "Soperton Substation"
containing 0.2123 acres, more or less, in the 1687th G.M.D. of Treutlen County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Altamaha Electric Membership Corporation, dated September 18,
1990, and recorded in Deed Book 68, Page 583, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 68, Page
586, in the Office of Clerk of Superior Court of Treutlen County, Georgia.
429. That certain tract or parcel of land known as the "East LaGrange
Substation" containing 1.012 acres, more or less, in Land Lot 100 of the 6th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey made by J. Hugh Camp and Associates, Registered Land
Surveyors, dated July 17, 1975, recorded in Plat Book 16, Page 66, Troup County
Records, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Troup County Electric Membership Corporation,
dated October 31, 1975, and recorded in Deed Book 314, Page 577, in the Office
of Clerk of Superior Court of Troup County, Georgia.
430. That certain tract or parcel of land known as the "Glassbridge
Substation" containing 1.71 acres, more or less, in Land Lot 153 of the 5th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey recorded in Plat Book 15, Page 25, Troup County Records, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Troup County Electric Membership Corporation, dated
October 31, 1975, and recorded in Deed Book 314, Page 575, in the Office of
Clerk of Superior Court of Troup County, Georgia.
431. That certain tract or parcel of land known as the "North LaGrange
Substation" containing 7.48 acres, more or less, in Land Lot 8 of the 6th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated January 28, 1988, last revised February 11, 1988, recorded in Plat
Book 30, Page 137, in the Office of Clerk of Superior Court of Troup County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Nancy Green Tommie, dated February, 1988, and recorded in Deed Book 507,
Page 304, in the Office of Clerk of Superior Court of Troup County, Georgia, and
by Warranty Deed from Mable Green Farrell, dated February 18, 1988, and recorded
in Deed Book 507, Page 305, in the Office of Clerk of Superior Court of Troup
County, Georgia.
432. That certain tract or parcel of land known as the "Tatum Substation"
containing 4.19 acres, more or less, in Land Lot 88 of the 5th District of Troup
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 8, 1986, last revised October 17, 1986, recorded in Plat Book 28, Page
70, in the Office of Clerk of Superior Court of Troup County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Arnold
W. Pike, dated November 5, 1986, and recorded in Deed Book 476, Page 770, in the
Office of Clerk of Superior Court of Troup County, Georgia.
433. That certain tract or parcel of land known as the "Webb Road Substation"
containing 4.65 acres, more or less, in Land Lots 123 and 163, 5th District of
Troup County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 32, Page 214, in the Office of the Clerk of Superior Court
of Troup County, Georgia, and being that
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certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Chattahoochee
Valley Educational Foundation dated October 25, 1989, and recorded in Deed Book
545, Page 436, in the Office of the Clerk of the Superior Court of Troup County,
Georgia.
434. That certain tract or parcel of land known as the "Amboy Substation"
containing 1.1982 acres, more or less, in Land Lot 193 of the 2nd District of
Turner County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Limited Warranty Deed from Georgia Power Company, dated December 19, 1990,
and recorded in Deed Book 121, Page 635, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 121, Page
645, in the Office of Clerk of Superior Court of Turner County, Georgia.
435. That certain tract or parcel of land known as the "Asbury Substation"
containing 3.214 acres, more or less, in Land Lot 94 of the 356th G.M.D. of
Twiggs County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956,
dated September 22, 1977, recorded in Plat Book 5, Page 97, in the Office of
Clerk of Superior Court of Twiggs County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Hoyt E. Cannon, dated November 30, 1977, and recorded in Deed Book FF, Page 552,
in the Office of Clerk of Superior Court of Twiggs County, Georgia.
436. That certain tract or parcel of land known as the "Danville Substation"
containing 3.04 acres, more or less, in Land Lot 74 of the 23rd District of
Twiggs County, Georgia, and being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 10, 1983, recorded in Plat Book 7, Page 131, Twiggs County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Estate of Joe Dupree, Isiah Dupree, Mary Dupree Coley, Estate of Louise
Dupree Mims, Edna Dupree Jefferson, Charity L. Dupree, Howard Dupree, Woodrow W.
Dupree and Lucious Dupree, dated October 9, 1984, and recorded in Deed Book 3A,
Pages 739-742, in the Office of Clerk of Superior Court of Twiggs County,
Georgia.
437. That certain tract or parcel of land known as the "Nord Kaolin
Substation" containing 3.494 acres, more or less, in Land Lot 30 of the 26th
District of Twiggs County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated July 11, 1989, revised October, 1989, recorded in Plat Book 9, Page
180, in the Office of the Clerk of the Superior Court of Twiggs County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed from
Nord Kaolin Company, dated January 24, 1990, and recorded in Deed Book 3-Y, Page
550, in the Office of the Clerk of the Superior Court of Twiggs County, Georgia.
438. That certain tract or parcel of land known as the "Reids Substation"
containing 3.16 acres, more or less, in Land Lot 147 of the 28th District of
Twiggs County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book A-A, Page 513, in the Office of
Clerk of Superior Court of Twiggs County, Georgia.
439. That certain tract or parcel of land known as the "Campton Substation"
containing 5.084 acres, more or less, in Land Lot 128 of the 454th and 419th
G.M.D. of Walton County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor
No. 1958, dated July 10, 1977, recorded in Plat Book 22, Page 72, of the Office
of Clerk of Superior Court of Walton County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by condemnation
proceedings, Civil Action No. 11180, dated August 24, 1978, and recorded in
Minute Book 33, Pages 616-635, in the Office of Clerk of Superior Court of
Walton County, Georgia.
440. That certain tract or parcel of land known as the "East Social Circle
Substation" containing 9.642 acres, more or less, in the 418th G.M.D. and in
Land Lot 38 of the 1st District of Walton County, Georgia, being more
particularly shown and delineated on Plat of Survey made by George M. Ingram,
Registered Surveyor No. 799, dated March 31, 1970, recorded in Plat Book 15,
Page 44, Walton County Records, and being that certain tract
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conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 123,
Page 560, in the Office of Clerk of Superior Court of Walton County, Georgia.
441. That certain tract or parcel of land known as the "Split Silk
Substation" containing .29 acres, more or less, in the 415th G.M.D. of Walton
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated May 17,
1988, being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Limited Warranty
Deed from Georgia Power Company, dated September 23, 1988, and recorded in Deed
Book 278, Pages 255-256, in the Office of Clerk of Superior Court of Walton
County, Georgia.
442. That certain tract or parcel of land known as the "Manor Substation"
containing 12.57 acres, more or less, in Land Lot 365 of the 8th District of
Ware County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 27, 1990, recorded in Plat Book A, Page 1921, in the Office of the Clerk
of the Superior Court of Ware County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from The Estate of William J. Hodges,
the Estate of Willie M. Hodges, and Audrey C. Hodges, Individually, dated June
28, 1990, and recorded in Deed Book 23A, Page 149, in the Office of the Clerk of
the Superior Court of Ware County, Georgia.
443. That certain tract or parcel of land known as the "Cedar Rock
Substation" containing 3.945 acres, more or less, in the 155th G.M.D. of Warren
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February
19, 1986, last revised June 9, 1987, recorded in Plat Book 10, Page 38, in the
Office of Clerk of Superior Court of Warren County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Louise R. Garrison,
dated August 5, 1987, and recorded in Deed Book 4E, Page 5, in the Office of
Clerk of Superior Court of Warren County, Georgia, and by Warranty Deed from
Martin Marietta Corporation, dated September 9, 1987, and recorded in Deed Book
5E, Page 7, in the Office of Clerk of Superior Court of Warren County, Georgia.
444. That certain tract or parcel of land known as the "Jewell Substation"
containing 1.3746 acres, more or less, in the 154th G.M.D. of Warren County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 5-M, Page 230, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 5-M, Page 240,
in the Office of Clerk of Superior Court of Warren County, Georgia.
445. That certain tract or parcel of land known as the "Brays Substation"
containing 2.93 acres, more or less, in the 89th G.M.D. of Washington County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated November 17,
1992, recorded in Plat Book 1-T, Page 191, Washington County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Ray
Outlaw and Grace L. Outlaw, dated January 15, 1993, and recorded in Deed Book
9-R, Page 323, in the office of the Clerk of Superior Court of Washington
County, Georgia; SUBJECT TO an Easement for Ingress and Egress in favor of Carl
V. Sumner, Doris J. Sumner and Joe Sumner and recorded in Deed Book 9-R, Page
635, in the office of the Clerk of Superior Court of Washington County, Georgia.
446. That certain tract or parcel of land known as the "Deepstep Substation"
containing 3.35 acres, more or less, in the 99th G.M.D. of Washington County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983, dated
October 18, 1978, recorded in Plat Book X, Page 21, in the Office of Clerk of
Superior Court of Washington County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Freeport Mineral Co. and Rhode Island Charities Trust, dated January 10, 1977,
and recorded in Deed Book 6-G, Pages 595-598, in the Office of Clerk of Superior
Court of Washington County, Georgia.
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447. That certain tract or parcel of land known as the "Riddleville
Substation" containing 2.58 acres, more or less, in the 1253rd G.M.D. of
Washington County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated June 17, 1983, recorded in Plat Book I-J, Page 103, Washington County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Cynthia C. Garrett, dated August 18, 1983, and recorded in Deed Book 7-M,
Page 392, in the Office of Clerk of Superior Court of Washington County,
Georgia.
448. That certain tract or parcel of land known as the "Robin Springs
Substation" containing 8.13 acres, more or less, in the 97th G.M.D. of
Washington County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book I-G, Page 31, Washington County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Warehouse & Realty
Corporation, dated July 1, 1982, and recorded in Deed Book 7-G, Pages 217-218,
in the Office of Clerk of Superior Court of Washington County, Georgia, and by
Warranty Deed from Mrs. T. I. Harrison and Dorothy Jean King, dated July 15,
1982, and recorded in Deed Book 7-G, Page 358, in the Office of Clerk of
Superior Court of Washington County, Georgia.
449. That certain tract or parcel of land known as the "Tennille Substation"
containing 0.60 acres, more or less, in the 1488th District of Washington
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated August
11, 1975, and recorded in Deed Book 6-A, Page 824, in the Office of Clerk of
Superior Court of Washington County, Georgia.
450. That certain tract or parcel of land known as the "Screven Substation"
containing 0.97 acres, more or less, in Land Lot 479 of the 4th District of
Wayne County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
May 27, 1987, recorded in Plat Book 20, Page 68, in the Office of Clerk of
Superior Court of Wayne County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from The Satilla Rural Electric
Membership Corporation, dated November 18, 1987, and recorded in Deed Book 260,
Page 231, in the Office of Clerk of Superior Court of Wayne County, Georgia.
451. That certain tract or parcel of land known as the "Screven Substation"
containing 1.4347 acres, more or less, in Land Lot 479 of the 4th District of
Wayne County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by David S. Page, Surveyor, dated December 17, 1961, recorded in
Deed Book 97, Page 594, in the Office of Clerk of Superior Court of Wayne
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 290, Page 35, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 290, Page 45, in
the Office of Clerk of Superior Court of Wayne County, Georgia.
452. That certain tract or parcel of land known as the "Long Branch
Substation" containing 2.250 acres, more or less, in Land Lot 124 of the 18th
District of Webster County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Hugh W. Mercer, Jr., Surveyor, Georgia
Registration No. 1890, dated February 24, 1976, recorded in Plat Book 2, Page
43, Office of Clerk of Superior Court of Webster County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by Z. J.
Monkus a/k/a Zack M. Monkus, Jr., dated April 12, 1976, and recorded in Deed
Book 53, Folio 209, in the Office of Clerk of Superior Court of Webster County,
Georgia.
453. That certain tract or parcel of land known as the "Alamo Substation"
containing 3.67 acres, more or less, in Land Lot 69 of the 11th District of
Wheeler County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
January 12, 1989, recorded in Plat Book 6, Page 164, Wheeler County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
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Benjamin O. Sharpton, dated May 22, 1990, and recorded in Deed Book 73, Page
443, in the Office of the Clerk of Superior Court of Wheeler County, Georgia.
454. That certain tract or parcel of land known as the "Helen Substation"
containing 10.28 acres, more or less, in Land Lot 42 of the 3rd District of
White County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 20, 1983, recorded in Plat Book 18, Page 6, White County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Josephine Harriman Collins, dated March 8, 1984, and recorded in Deed Book 6-Q,
Pages 307-309, in the Office of Clerk of Superior Court of White County,
Georgia.
455. That certain tract or parcel of land known as the "Leaf Substation"
containing 3.07 acres, more or less, in Land Lot 162 of the 2nd District of
White County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 15, Page 114, White County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Hubert Wade and
Homer Wade, dated January 20, 1982, and recorded in Deed Book 5-W, Pages
487-488, in the Office of Clerk of Superior Court of White County, Georgia, and
by Warranty Deed from W. J. Standridge, dated January 20, 1982, and recorded in
Deed Book 5-W, Pages 494-495, in the Office of Clerk of Superior Court of White
County, Georgia.
456. That certain tract or parcel of land known as the "Whittle Substation"
containing 11.03 acres, more or less, in Land Lot 131 of the 1st District of
Wilcox County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated July 10, 1979, recorded in Plat Book 6, Page 20, of the Office of Clerk of
Superior Court of Wilcox County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Fanny Lou R. Mashburn, James W.
Mashburn Jr., and Samuel Reid Mashburn dated July 9, 1979, and recorded in Deed
Book 103, Page 183, in the Office of Clerk of Superior Court of Wilcox County,
Georgia.
457. That certain tract or parcel of land known as the "Delhi Substation"
containing 5.60 acres, more or less, in the 180th G.M.D. of Wilkes County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 15, 1984,
recorded in Plat Book 8, Page 4, Wilkes County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by two Warranty Deeds, the first from the
Estate of W. Allen Thurmond, dated May 1, 1984, recorded in Deed Book 119, Pages
778-779, in the Office of Clerk of Superior Court of Wilkes County, Georgia, and
the second from W. R. Graham, dated May 4, 1984, recorded in Deed Book 119,
Pages 822-823, in the Office of Clerk of Superior Court of Wilkes County,
Georgia; LESS AND EXCEPT: 0.261 acres, more or less, conveyed by Right-of-Way
Deed from Oglethorpe Power Corporation to Wilkes County, Georgia, dated January
13, 1988 and recorded in Deed Book 129, Page 646, in the Office of the Clerk of
Superior Court of Wilkes County, Georgia.
458. That certain tract or parcel of land known as the "Rayle Substation"
containing 3.191 acres, more or less, in the 171st G.M.D. of Wilkes County,
Georgia, being more particularly shown and delineated on Plat of Survey prepared
by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated August 20,
1977, recorded in Plat Book 7, Page 77, in the Office of Clerk of Superior Court
of Wilkes County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Frances Armour Barnett,
dated November 16, 1977, and recorded in Deed Book 104, Page 372, in the Office
of Clerk of Superior Court of Wilkes County, Georgia.
459. That certain tract or parcel of land known as the "Washington City No. 2
Substation" containing 1.24 acres, more or less, in the 164th G.M.D. of Wilkes
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Book 8, Page 170, Wilkes County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Osborne Hamilton Reynolds, James
McKendree Reynolds and Ann Carol Reynolds Gordon a/k/a Anne Reynolds Gordon
f/k/a Ann Carol
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Reynolds, dated February 2, 1989, and recorded in Deed Book 133, Page 340, in
the Office of Clerk of Superior Court of Wilkes County, Georgia, and by Limited
Warranty Deed from Federal Paper Board Company, Inc., a New York Corporation,
successor by Merger to KMI Continental Bleached Products, Inc., a Delaware
Corporation, dated May 18, 1989, and recorded in Deed Book 133, Pages 846-847,
in the Office of Clerk of Superior Court of Wilkes County, Georgia.
460. That certain tract or parcel of land known as the "Washington
Substation" containing .317 acres, more or less, in the 164th G.M.D. of Wilkes
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
27, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Easement
Agreement from Georgia Power Company dated May 30, 1991, and recorded in Deed
Book 141, Page 407, in the Office of the Clerk of Superior Court of Wilkes
County, Georgia.
461. That certain tract or parcel of land known as the "Lords Substation"
containing 3.156 acres, more or less, in Land Lot 231 of the 330th G.M.D. of
Wilkinson County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No.
1956, dated January 12, 1978, recorded in Plat Book 9, Page 136, in the Office
of Clerk of Superior Court of Wilkinson County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Lillie Hall Cottier, dated March 6, 1978, and recorded in Deed Book 146,
Folio 86, in the Office of Clerk of Superior Court of Wilkinson County, Georgia,
and by Warranty Deed from W. B. Lord, dated March 3, 1978, and recorded in Deed
Book 146, Folio 84, in the Office of Clerk of Superior Court of Wilkinson
County, Georgia.
462. That certain tract or parcel of land known as the "Wilco Substation"
containing 2.0 acres, more or less, in Land Lot 100 of the 4th District of
Wilkinson County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Quitclaim Deed and Bill of Sale from Georgia
Power Company, dated August 11, 1975, and recorded in Deed Book 135, Page 25, in
the Office of Clerk of Superior Court of Wilkinson County, Georgia.
463. That certain tract or parcel of land known as the "Doles Substation"
containing 12.651 acres, more or less, in Land Lots 58 and 71 of the 16th
District of Worth County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated February 18, 1991, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from R. B. Giddens, dated May 17, 1991, and
recorded in Deed Book 280, Page 76, in the Office of the Clerk of the Superior
Court of Worth County, Georgia.
TOGETHER WITH all plants, works, structures, erections, buildings, fixtures
and improvements now or hereafter located on any of the properties mentioned
above, and all tenements, hereditaments and appurtenances now or hereafter
thereunto belonging or in any wise appertaining.
The plats mentioned above and descriptions thereon are hereby by reference
made a part hereof as though fully set forth herein at length.
AND ALSO including, without limitation:
II
All right, title and interest of the Mortgagor in, to and under any and all
grants, privileges, rights of way and easements now owned, held, leased, enjoyed
or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed
or exercised, by the Mortgagor for the purposes of, or in connection with, the
construction or operation by or on behalf of the Mortgagor of electric
transmission or distribution lines, or systems, whether underground or overhead
or otherwise, or of any electric generating plant, wherever located;
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III
All right, title and interest of the Mortgagor in, to and under any and all
licenses, franchises, ordinances, privileges and permits heretofore granted,
issued or executed, or which may hereafter be granted, issued or executed, to it
or to its assignors by the United States of America, or by any state, or by any
county, township, municipality, village or other political subdivision thereof,
or by any agency, board, commission or department of any of the foregoing,
authorizing the construction, acquisition, or operation of electric transmission
or distribution lines, or systems, or any electric generating plant or plants,
insofar as the same may by law be assigned, granted, bargained, sold, conveyed,
transferred, mortgaged, or pledged;
IV
All right, title and interest of the Mortgagor in, to and under any and all
contracts heretofore or hereafter executed by and between the Mortgagor and any
person, firm, corporation or governmental body or agency providing for or
relating to the purchase, sale, exchange or transmission of electric power or
energy by the Mortgagor together with any and all other accounts, contract
rights and general intangibles (as such terms are defined in the applicable
Uniform Commercial Code) heretofore or hereafter acquired by the Mortgagor,
including, without limitation, the following accounts, contract rights and
general intangibles:
WHOLESALE POWER CONTRACTS
Wholesale Power Contract between Altamaha Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Amicalola Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Canoochee Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Carroll Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Central Georgia Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Coastal Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
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Wholesale Power Contract between Cobb Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Colquitt Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Coweta-Fayette Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Douglas County Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988, between GreyStone Power Corporation, An Electric Membership
Corporation (formerly known as Douglas County Electric Membership Corporation)
and Mortgagor.
Wholesale Power Contract between Excelsior Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Flint Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Grady County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Habersham Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Hart County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Irwin County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Jackson Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
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Wholesale Power Contract between Jefferson Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Lamar Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Little Ocmulgee Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Middle Georgia Electric Membership
Corporation and Mortgagor dated August 20, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Mitchell Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Ocmulgee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Oconee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Okefenoke Rural Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Pataula Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Planters Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Rayle Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Satilla Rural Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as
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amended and consolidated by that certain Amended and Consolidated Wholesale
Power Contract, dated as of December 1, 1988.
Wholesale Power Contract between Sawnee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Slash Pine Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Snapping Shoals Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Sumter Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Three Notch Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Tri-County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Troup County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988, between Troup Electric Membership Corporation (formerly known
as Troup County Electric Membership Corporation) and Mortgagor.
Wholesale Power Contract between Upson County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
Wholesale Power Contract between Walton Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.
Wholesale Power Contract between Washington Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.
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V
Also, all right, title and interest of the Mortgagor in and to all other
property, real or personal, tangible or intangible, of every kind, nature and
description, and wheresoever situated, now owned or hereafter acquired by the
Mortgagor, including all chattel paper, leases, subleases, and rights under
agreements for the charter or subcharter of ships or other vessels, it being the
intention hereof that all such property now owned but not specifically described
herein or acquired or held by the Mortgagor after the date hereof shall be as
fully embraced within and subjected to the lien hereof as if the same were now
owned by the Mortgagor and were specifically described herein to the extent
only, however, that the subjection of such property to the lien hereof shall not
be contrary to law;
Together with all rents, income, revenues, profits and benefits at any time
derived, received or had from any and all of the above-described property of the
Mortgagor; PROVIDED, HOWEVER, that except as provided in section 13(b) of
article II of this Mortgage, no automobiles, trucks, trailers, tractors,
aircraft, ships or other vehicles owned or used by the Mortgagor shall be
included in the Mortgaged Property; and PROVIDED, FURTHER, HOWEVER, that the
Construction Fund, Reserve Fund, and Bond Fund as established under each of the
Pollution Control Bond Indentures are not property of the Mortgagor and are not
included in the Mortgaged Property.
TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the
Mortgagees and their respective assigns forever, to secure equally and ratably
the payment of the principal of and interest on the notes, according to their
tenor and effect, without preference, priority or distinction as to interest or
principal (except as otherwise specifically provided herein) or as to lien or
otherwise of any note over any other note by reason of the priority in time of
the execution, delivery or maturity thereof (or any instrument securing such
note) or of the assignment or negotiation thereof, or otherwise (except as
otherwise specifically provided herein), and to secure the due performance of
the covenants, agreements and provisions herein, in the notes (including, in the
case of Guaranteed Notes, the promise to pay and other covenants and agreements
of the Mortgagor to the Government), and in the REA Loan Contract, the CoBank
Loan Agreements, the Credit Agreement and the Pollution Control Loan Agreements
contained, and for the uses and purposes and upon the terms, conditions,
provisions and agreements hereinafter expressed and declared.
ARTICLE I
ADDITIONAL NOTES
SECTION 1. The Mortgagor, when authorized by resolution or resolutions of its
board of directors, may from time to time (1) execute and deliver one or more
Additional REA Notes or one or more Additional Guaranteed Notes to evidence (a)
loans made by the Government, acting through the Administrator, to the
Mortgagor, (b) indebtedness of the Mortgagor incurred by the assumption by the
Mortgagor of the indebtedness of a third party or parties to the Government
created by a loan or loans theretofore made by the Government, acting through
the Administrator, to such third party or parties, (c) obligations of the
Mortgagor to the Government incurred by the assumption by the Mortgagor of
indebtedness of a third party or parties to another third party or parties the
repayment of which is guaranteed by the Government pursuant to the Act, or (d)
obligations of the Mortgagor to the Government on account of the guaranteeing by
the Government, pursuant to the Act, of the repayment by the Mortgagor of a loan
or loans made by a third party or parties to the Mortgagor; (2) execute and
deliver to the Trustees one or more Additional Pollution Control Notes pursuant
to the respective Pollution Control Loan Agreements; PROVIDED, HOWEVER, that no
Additional Pollution Control Notes shall be executed and delivered without the
prior written consent of the Government; (3) execute and deliver to CoBank one
or more Additional CoBank Notes to evidence loans made by CoBank; PROVIDED,
HOWEVER, that no Additional CoBank Notes shall be executed and delivered without
the prior written consent of the Government; and (4) execute and deliver to the
Credit Bank one or more Additional Credit Bank Notes to evidence obligations of
the Mortgagor to the Credit Bank; PROVIDED, HOWEVER, that no Additional Credit
Bank Notes shall be executed and delivered without the prior written consent of
the Government. The Mortgagor, when authorized by resolution or resolutions of
its board of directors, may also from time to time execute and deliver one or
more Additional Notes to refund any note or notes at the time outstanding and
secured hereby, or in renewal of, or in substitution for, any such outstanding
note or notes.
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Additional Notes shall contain such provisions and shall be executed and
delivered upon such terms and conditions as the board of directors of the
Mortgagor in the resolution or resolutions authorizing the execution and
delivery thereof and the relevant lender shall prescribe; PROVIDED, HOWEVER,
that the notes and other obligations at any one time secured hereby shall not
exceed in the aggregate principal amount the Maximum Debt Limit as from time to
time amended, and no note shall mature more than fifty (50) years after the date
hereof. Additional Notes, when and as executed and delivered, shall be secured
by this Mortgage, equally and ratably with all other notes at the time
outstanding, without preference, priority, or distinction of any of the notes
over any other of the notes by reason of the priority of the time of the
execution, delivery or maturity thereof or of the assignment or negotiation
thereof. Notwithstanding the foregoing provisions of this section 1, no
Additional Note shall be executed and delivered without the prior written
consent of the Government and the Credit Bank if, at the time of such execution
and delivery, there exists an "event of default" described in article III,
section 1(a) or an "event of default" described in article III, section 1(d) as
a result of the Mortgagor's failure to comply with the provisions of article II,
sections 15 or 15A.
SECTION 2. The Mortgagor, when authorized by resolution or resolutions of its
board of directors, may from time to time execute, acknowledge, deliver, record
and file mortgages supplemental to this Mortgage which thereafter shall form a
part hereof, for the purpose of formally confirming this Mortgage as security
for the notes. Nothing herein contained shall require the execution and delivery
by the Mortgagor of a supplemental mortgage in connection with the issuance
hereunder or the securing hereby of notes except as hereinafter provided in
section 13 of article II hereof.
ARTICLE II
PARTICULAR COVENANTS OF THE MORTGAGOR
The Mortgagor covenants with the Mortgagees and the holders of notes secured
hereby (hereinafter sometimes collectively called the "noteholders") and each of
them as follows:
SECTION 1. The Mortgagor is duly authorized under its articles of
incorporation and by-laws and the laws of the State of its incorporation and all
other applicable provisions of law to execute and deliver the Outstanding Notes,
the First Pollution Control Notes, the First CoBank Transmission Note, the
Second CoBank Transmission Note, the First Credit Bank Note and this Mortgage
and to execute and deliver Additional Notes; and all corporate action on its
part for the execution and delivery of the Outstanding Notes, the First
Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank
Transmission Note, the First Credit Bank Note and this Mortgage has been duly
and effectively taken; and the Outstanding Notes, the First Pollution Control
Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note,
the First Credit Bank Note and this Mortgage are, or when executed and delivered
will be, the valid and enforceable obligations of the Mortgagor in accordance
with their respective terms.
SECTION 2. The Mortgagor warrants that it has good right and lawful authority
to mortgage the property described in the granting clauses of this Mortgage for
the purposes herein expressed, and that the said property [except the real
property described in I, item 125 of the property descriptions and the
improvements thereon (the "Headquarters Facility")] is free and clear of any
deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the
title thereto, except the lien of this Mortgage and Permitted Encumbrances (as
defined below). The Mortgagor will, so long as any of the notes shall be
outstanding, maintain and preserve the lien of this Mortgage superior to all
other liens affecting the Mortgaged Property except Permitted Encumbrances and
except for the lien of that certain Security Deed and Security Agreement dated
as of April 29, 1983, between the Mortgagor and CoBank covering the Headquarters
Facility (the "Headquarters Mortgage"), and will forever warrant and defend its
title to the property described as being mortgaged hereby to the Mortgagees
against any and all claims and demands whatsoever except Permitted Encumbrances
and the Headquarters Mortgage. The Mortgagor will promptly pay or discharge any
and all obligations for or on account of which any such lien or charge might
exist or could be created (except for the lien of the Headquarters Mortgage) and
any and all lawful taxes, rates, levies, assessments, liens, claims or other
charges imposed upon or accruing upon any of the Mortgagor's property (whether
taxed to the Mortgagor or to any noteholder), or the franchises, earnings or
business of the Mortgagor,
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as and when the same shall become due and payable; and whenever called upon so
to do the Mortgagor will furnish to the Mortgagees or to any noteholder adequate
proof of such payment or discharge; PROVIDED, HOWEVER, that this section 2 of
article II shall not be deemed to require the payment or discharge of any
Permitted Encumbrances.
As used herein, the term "Permitted Encumbrances" shall mean:
(a) any mortgages, liens or other encumbrances created by other than the
Mortgagor, and any renewal or extension of any such lien, mortgage or other
encumbrance, which are liens upon property in, on, or over which the Mortgagor
has easements or rights-of-way for towers, poles, wires, conduits, mains,
transmission lines, distribution lines, metering stations, or for similar
purposes and which secure indebtedness which has not been issued, assumed, or
guaranteed by the Mortgagor and on which the Mortgagor does not customarily pay
interest charges;
(b) contractors', subcontractors', mechanics', materialmen's, laborers',
carriers' and other like liens not filed of record and charges not delinquent
incident to current construction or arising in the ordinary course of business
and liens incident to such construction and operation which shall have been
filed of record but which are being contested by the Mortgagor in good faith and
have not proceeded to final judgment, provided the Mortgagor shall have set
aside on its books adequate reserves with respect thereto;
(c) liens for taxes, assessments or governmental charges not then delinquent,
undetermined liens for charges incidental to construction, and liens for taxes,
assessments or governmental charges then delinquent but the validity of which is
being contested by the Mortgagor in good faith, provided the Mortgagor shall
have set aside on its books adequate reserves with respect thereto;
(d) rights reserved to or vested in any municipality or public authority by
the terms of any right, power, franchise, grant, license, permit, or by any
valid provision of law, to terminate such right, power, franchise, grant,
license, or permit; any valid right under any provision of law to purchase or
recapture or to designate a purchaser of any of the property of the Mortgagor;
and rights reserved to or vested in any municipality or public authority to use,
control, or regulate any property of the Mortgagor which do not materially
impair the use of such property in the operation of the business of the
Mortgagor;
(e) duties or obligations affecting the property of the Mortgagor to any
municipality or public authority with respect to any franchise, grant, license
or permit;
(f) easements, restrictions, exceptions or reservations in any property
and/or rights-of-way of the Mortgagor for the purpose of railroads, roads,
pipelines, transmission lines, telephone and telegraph lines, and for other like
purposes;
(g) restrictions, covenants, defects, irregularities and deficiencies in
titles to any easements or rights-of-way of the Mortgagor for towers, poles,
wires, conduits, mains, transmission lines, distribution lines, metering
stations or for similar purposes, and restrictions, covenants, defects,
irregularities and deficiencies in titles to any other property to the extent
consented to in writing by the Government;
(h) any liens of any person arising on account of the ownership of an
undivided interest in property with the Mortgagor, which relate to amounts which
are not due and payable, or which are being contested by the Mortgagor in good
faith, provided the Mortgagor shall have set aside on its books adequate
reserves with respect thereto;
(i) liens in respect of judgments or awards with respect to which the
Mortgagor shall in good faith currently be prosecuting an appeal or proceeding
for review and with respect to which the Mortgagor shall have secured a stay of
execution pending such appeal or proceeding for review, provided the Mortgagor
shall have set aside on its books adequate reserves with respect thereto;
(j) liens reserved in leases for rent and for compliance with the terms of
the leases in the case of leasehold estates;
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(k) rights of the United States of America, of any political subdivision
thereof or of the public in and to those parts of the Mortgaged Property which
are constructed in, on or over any civil airway or navigable water;
(l) deposits or pledges to secure payment of workmen's compensation,
unemployment insurance, old age pensions or other social security; and
(m) deposits or pledges to secure performance of bids, tenders, contracts
(other than contracts for the payment of borrowed money), leases, public or
statutory obligations, surety or appeal bonds, or other deposits or pledges for
purposes of like general nature in the ordinary course of business;
PROVIDED, HOWEVER, that none of the foregoing shall be deemed to be a Permitted
Encumbrance to the extent that its existence shall interfere in any material
respect with the use or operation of the Mortgaged Property or any part thereof.
SECTION 3. Except for Permitted Encumbrances, as defined in section 2 of this
article II, and except to secure (i) loans to the Mortgagor, or to a third party
or parties the obligations of which is assumed by the Mortgagor, made or
guaranteed by the Government, (ii) CoBank Notes, (iii) Pollution Control Notes,
or (iv) Credit Bank Notes, in each case made or issued in the manner specified
in section 1 of article I hereof, the Mortgagor will not except in accordance
with the provisions of sections 5 or 7 of this article II, charge, assign,
pledge, mortgage or otherwise encumber or permit to be encumbered any of its
property, real or personal, tangible or intangible, wheresoever located, which
at the time is, or at any time may become, subject to the lien of this Mortgage,
except that (a), subject to the following sentence, in the event that the
Mortgagor shall have duly applied for a loan from another lender or lenders
which the Government shall have in writing approved and determined to be
financially feasible for the Mortgagor, then the Mortgagor may obtain a
commitment for such loan from such other lender or lenders and agree, if the
Government consents thereto, to so encumber its property by amending this
Mortgage to secure under this Mortgage, in such manner as the Government shall
prescribe, the evidence of such loan from such other lender or lenders, and in
such event each of the Credit Bank, the Trustees and CoBank shall be required to
consent to and execute and deliver an amendment or amendments to this Mortgage,
or such other instrument or instruments as may be appropriate, in order to
secure the evidence of such loan under this Mortgage and, if necessary in
connection therewith, to add to the Mortgagees secured under this Mortgage one
or more additional parties and to make such other amendments and modifications
as shall be required in connection therewith; PROVIDED, HOWEVER, that so long as
the Government shall be a noteholder for purposes of this Mortgage no such
lender or lenders shall receive greater rights and powers than those granted to
the Government under this Mortgage and PROVIDED, FURTHER, that no such other
lender or lenders, other than a lender or lenders holding beneficially
obligations exceeding $5,000,000 in principal amount or holding as fiduciary or
as fiduciary and beneficially for itself and no more than 200 other persons
obligations exceeding $25,000,000 in principal amount, shall receive greater
rights or powers than those granted the Credit Bank and the Trustees under this
Mortgage and PROVIDED, FURTHER, HOWEVER, that no lender or lenders, other than
the Government or a lender or lenders holding beneficially, as a fiduciary, or
as a fiduciary and beneficially for itself and no more than 25 other persons,
obligations in a principal amount greater than the principal of all indebtedness
of the Mortgagor to CoBank then secured under this Mortgage and having a term of
at least ten (10) years, shall receive greater rights or powers than those
granted to CoBank under this Mortgage and (b) the Mortgagor may with the prior
written consent of the Government so charge, assign, pledge, mortgage or
otherwise encumber any such property on a basis subordinate to the lien of this
Mortgage. Except with the approval in writing of all noteholders, the Mortgagor
will not so charge, assign, pledge, mortgage or otherwise encumber its property
to secure prior to or on a parity with the notes secured under this Mortgage any
indebtedness arising under any Other Financing Arrangement.
SECTION 4. The Mortgagor will duly and punctually pay the principal of,
interest on, and any and all other amounts payable under the notes at the dates
and places and in the manner provided therein, according to the true intent and
meaning thereof, and all other sums becoming due to the Mortgagees hereunder.
The Mortgagor may at any time make prepayments, on account of all or part of the
principal of the notes, to the extent and in the manner provided therein and in
the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement, and
each of the Pollution Control Loan Agreements set forth; PROVIDED, HOWEVER, that
except in the case of any prepayment required under the provisions of section 5,
section 6(b), section 8(b) or section 17 of this article II or
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under the provisions of section 5 of article III or any prepayment permitted to
be made under the Pollution Control Bond Indentures with moneys in the
respective Construction Funds established thereunder, any prepayment of the
Pollution Control Notes or the Credit Bank Notes shall be made only upon the
consent in writing of the Government and PROVIDED, FURTHER, that (i) any
prepayment of any of the CoBank Notes shall be accompanied by a simultaneous
prepayment of each of the REA Notes or Guaranteed Notes issued in connection
with such CoBank Note as a result of a Contemporaneous Loan, all as hereinafter
set forth and (ii) any prepayment of any of the REA Notes or Guaranteed Notes
shall be accompanied by a simultaneous prepayment of each of the CoBank Notes
issued in connection with such REA Note or Guaranteed Note as a result of a
Contemporaneous Loan, all as hereinafter set forth (at the premium, if any,
prescribed in the CoBank Loan Agreements). A prepayment which is required to be
apportioned between a CoBank Note on the one hand and an REA Note or Guaranteed
Note on the other hand under the above proviso shall be apportioned according to
the proportions which the unpaid principal amount of such CoBank Note and the
unpaid principal amount of such REA Note or Guaranteed Note respectively, bear
to the aggregate unpaid principal amount of such CoBank Note and the REA Note or
Guaranteed Note on the date of prepayment and shall be applied to such notes and
installments thereof as may be designated by the respective noteholders at the
time of any such prepayment.
For purposes of this section 4, delivery by the Mortgagor of any note which
refunds, renews or is in substitution for a note pursuant to article I, section
1 shall not be considered a prepayment hereunder. For purposes of this section
4, the term prepayment shall not include the payment of any obligations owed
under any note by reason of acceleration as permitted by article III of this
Mortgage.
SECTION 5. (a) The Mortgagor will, at all times, so long as any of the notes
shall be outstanding, take or cause to be taken all such action as from time to
time may be necessary to preserve its corporate existence and to preserve and
renew all franchises, rights of way, easements, permits and licenses as shall be
necessary or advisable for the conduct of any material portion of its business
or as shall be required by the Government, and will comply in all material
respects with all valid laws, ordinances, regulations and requirements if the
failure to comply therewith would have a material adverse affect on the
condition (financial or otherwise) of the Mortgagor or otherwise to the extent
required by the Government.
(b) The Mortgagor will not consolidate with or merge into any other
corporation or permit any other corporation to merge into the Mortgagor or
acquire all or substantially all of the business or assets of another
corporation if such acquisition is analogous in purpose or effect to a merger or
consolidation, (i) without the approval in writing of the Government, and (ii)
unless the corporation surviving such transaction shall continue to be liable
for or shall have assumed the payment of the notes and the performance of the
Mortgagor's covenants in this Mortgage, without the approval in writing of the
majority noteholders.
(c) The Mortgagor will not, except in accordance with the following
provisions (aa) or (bb) of this section 5 or the provisions of section 7 of this
article II, as applicable, sell, lease as lessor, transfer or mortgage, convey
by deed to secure debt, pledge or encumber other than under the lien hereof (or
make any agreement therefore) any capital asset or Mortgaged Property; PROVIDED,
HOWEVER, that:
(aa) The Mortgagor may at any time and from time to time sell, lease as
lessor or transfer, in each case free and clear of the lien and operation of
this Mortgage, any capital asset the fair market value of which is less than
$50,000, provided that the aggregate fair market value of assets so sold,
leased or transferred in any 12-month period is less than $200,000 and the
proceeds of such sale, lease or transfer, less ordinary and reasonable
expenses incident to such transaction, are immediately (i) applied as a
prepayment of the notes, pro rata according to the aggregate then outstanding
principal amount of the notes, to such installments thereof as may be
designated by the respective noteholders at the time of any such prepayment,
(ii) in the case of dispositions of equipment, materials or scrap, applied to
the purchase of other property useful in the Mortgagor's business, not
necessarily of the same kind as the property disposed of, which shall
forthwith become subject to the lien of this Mortgage or (iii) set aside as a
deposit in the construction fund contemplated by Account Number 131.2;
(bb) Upon the consent of the Government and without obtaining the consent
of CoBank, the Credit Bank or any of the Trustees, so long as no event of
default (as defined in section 1 of article III hereof) has occurred
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and is continuing or would result therefrom, (i) the Mortgagor may sell,
lease as lessor, transfer or mortgage, convey by deed to secure debt, pledge
or encumber other than under the lien hereof, free and clear of the lien and
operation of this Mortgage, any property of whatever nature and description
and whenever constructed or acquired, and (ii) this Mortgage may be amended
or any provision hereof waived in order (1) to effect any such sale, lease,
transfer, mortgage, conveyance, pledge or encumbrance free and clear of the
lien and operation of this Mortgage, (2) to effect the release from the lien
and operation of this Mortgage of any such property for any other purpose
whatsoever, (3) to effect the subordination of the lien of this Mortgage
extending to any such property to the lien of any other mortgage, or (4) to
permit the lien of any other mortgage to extend to any such property on a
parity with the lien of this Mortgage; PROVIDED, HOWEVER, that,
notwithstanding any other provision of this subsection (bb), the consent of
each of the Credit Bank, the Trustees and CoBank shall be required in
connection with:
A. the separate release or sale of, or the subordination of the lien of
this Mortgage to any separate pledge or mortgage of, or the extension of
the lien of any other mortgage separately to, (x) any rents, income,
profits or benefits at any time derived, received or had from any or all of
the generating and transmission facilities owned by the Mortgagor and
constituting part of the Mortgaged Property, (y) any property the
disposition of which by the Mortgagor would reduce the capability of the
Mortgagor to generate electric power and energy from generating units
subject to the first lien of this Mortgage and capable of operation as base
load units to a level below 1008 MW, as determined by the nameplate rating
of such units or (z) any property the disposition of which by the Mortgagor
would impair the capability of the Mortgagor to deliver electric power and
energy to its members, as determined by the Mortgagor;
B. any transaction described in this paragraph (bb) which will result in
(x) securing any indebtedness of the Mortgagor to the Government, except in
any case in which the Mortgagor certifies in writing that at least 80
percent in fair market value of the property to be released, sold, leased,
transferred, mortgaged, conveyed, pledged or encumbered or secured under a
superior or parity mortgage or deed to secure debt had been acquired under
an existing financing plan providing for the financing of such property in
whole or in part by indebtedness of the Mortgagor to the Government to be
secured other than under this Mortgage, or (y) securing any indebtedness
secured under this Mortgage by a security interest in property of the
Mortgagor superior to the lien of this Mortgage; or
C. any transaction described in this paragraph (bb) if, taking into
account such transaction, the ratio of (x) the algebraic sum of (i) Net
Utility Plant of the Mortgagor (as computed for purposes of Line B.5 of REA
Form 12a) excluding Utility Plant which is not Mortgaged Property, plus
(ii) Total Other Property and Investments of the Mortgagor (as computed for
purposes of Line B.12 of REA Form 12a), excluding Other Property and
Investments which are not Mortgaged Property, plus (iii) Total Current and
Accrued Assets of the Mortgagor (as computed for purposes of Line B.23 of
REA Form 12a) excluding Current and Accrued Assets which are not Mortgaged
Property, to (y) the algebraic sum of (i) Total Current and Accrued
Liabilities of the Mortgagor (as computed for purposes of Line B.42 of REA
Form 12a) excluding Current and Accrued Liabilities of the Mortgagor which
are not secured hereunder or secured prior to or on a parity with
indebtedness secured hereunder plus (ii) Total Long-Term Debt of the
Mortgagor (as computed for purposes of Line B.36 of REA Form 12a) excluding
Long-Term Debt of the Mortgagor which is not secured hereunder or secured
prior to or on parity with indebtedness secured hereunder, minus (iii) all
amounts held by the Trustees in the Construction Fund, Reserve Fund, and
Bond Fund as established under each of the Pollution Control Bond
Indentures, all amounts in the Construction Fund contemplated by Account
Number 131.2 and all amounts in like accounts or funds shall be less than
1.0 unless both (1) fair value to the Mortgagor (as determined by the
Government if less than or equal to $25,000,000 or by a certificate of an
independent engineer if requested by any of the Credit Bank, the Trustees
or CoBank, and if greater than $25,000,000) is received by the Mortgagor
for the property subject to such transaction and (2) the proceeds of such
transaction, less ordinary and reasonable expenses incident to such
transaction, are immediately (I) applied as a prepayment of the notes, pro
rata according to the aggregate then outstanding principal amounts of the
notes, to such installments thereof as may be designated by the respective
noteholders at the time of any such prepayment, (II) applied to the
purchase of other property useful in the Mortgagor's business, not
necessarily of the same kind as the property disposed of, which shall
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forthwith become subject to the lien of this Mortgage, or (III) set aside
as a deposit in the Construction Fund contemplated by Account Number 131.2.
The Mortgagees hereby agree that any property sold, leased, transferred or
mortgaged, conveyed, pledged or encumbered free and clear of the lien and
operation of this Mortgage in accordance with the provisions of paragraph (aa)
or paragraph (bb) shall no longer constitute a part of the Mortgaged Property or
property that may become Mortgaged Property pursuant to the provisions of
section 13(b) of this article II, and the Mortgagees (and each of them) shall
execute such releases, termination statements and other instruments as may be
requested from time to time by the Mortgagor in order to evidence the release of
such property from the lien and operation hereof.
Any reference in this Mortgage to REA Form 12a shall apply to the 8-88
revision (or to the revision of any other date which may be specified) of such
REA Form 12a or to the comparable item of any later revision thereof which shall
have been at the time prescribed for use by REA; if some other form containing
the corresponding information shall at the time be prescribed by REA, such
reference shall apply to the corresponding item of such other form; or if no
such form is applicable to the accounts of the Mortgagor, such reference shall
apply to the corresponding information otherwise determined in a comparable
manner.
In the event of any prepayment of the notes pursuant to subsection (c) of
this section 5, then outstanding principal amount of the Pollution Control Notes
shall include any and all amounts other than interest payable thereunder and
unpaid at the time of any such prepayment.
SECTION 6. (a) The Mortgagor will at all times maintain and preserve the
Mortgaged Property and each and every part and parcel thereof as required by the
Government or as necessary or advisable for the conduct of any material portion
of its business in good repair, working order and condition and in compliance
with all applicable laws, regulations and orders if required by the Government
or if the failure to comply therewith would have a material adverse affect on
the condition (financial or otherwise) of the Mortgagor and will from time to
time make all needful and proper repairs, renewals, and replacements, and useful
and proper alterations, additions, betterments and improvements, and will,
subject to contingencies beyond its reasonable control, at all times keep its
plant and properties in necessary continuous operating condition and use all
reasonable diligence to furnish the consumers served by it through the Mortgaged
Property, or any part thereof, with an adequate supply of electric energy and
other services furnished by the Mortgagor. If any substantial part of the
Mortgaged Property is leased by the Mortgagor to any other party, the lease
agreement between the Mortgagor and the lessee shall obligate the lessee to
comply with the provisions of subsections (a) and (b) of this section in respect
of the leased facilities and to permit the Mortgagor to operate the leased
facilities in the event of any failure by the lessee to so comply.
(b) The Mortgagor will cause the sum of the amount used during each period of
five consecutive calendar years for maintenance, renewals, and replacements of
the Mortgaged Property and any available Maintenance Credit (as hereinbelow
defined), to be at least equal to the lesser (hereinafter called the "Standard")
of either (i) 10 percent of the result obtained by deducting from the amount of
Operating Revenues and Patronage Capital (as shown on the appropriate line of
REA Bulletin 1-1 for Power Supply Borrowers, as from time to time in effect,
with respect to each calendar year) of the Mortgagor for such five-year period,
the sum of Operating Expenses as shown on lines 35, 36, 37, and 38 of said REA
Bulletin and Fixed Costs on Production Plant (Account Numbers 403, 408, 427,
924, 925, and 926, as shown on lines E.20, E.21, E.22, and E.23 of REA Form 12d,
rev. 12-84, and as shown on the corresponding lines D.15, D.16, D.17, and D.18
of REA Form 12e, rev. 12-84, and lines D.17, D.18, D.19, and D.20 of REA Form
12f, rev. 12-84, as applicable) of the Mortgagor for such five-year period, or
(ii) 15 percent of the sum obtained by adding the amount charged to Depreciation
and Amortization Expense (as shown on line 47 of said REA Bulletin) and
Maintenance Expense Total (as shown on line 42 of said REA Bulletin) of the
Mortgagor for such five-year period.
Any reference in this Mortgage to REA Forms 12d, 12e or 12f shall apply to
the 12-84 revision (or to the revision of any other date which may be specified)
of such REA Forms 12d, 12e or 12f or to the comparable item of any later
revision thereof which shall have been at the time prescribed for use by REA; if
some other form containing the corresponding information shall at the time be
prescribed by REA, such reference shall apply to the
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corresponding item of such other form; or if no such form is applicable to the
accounts of the Mortgagor, such reference shall apply to the corresponding
information otherwise determined in a comparable manner.
The term "Maintenance Credit" shall mean the sum of (1) the excess of the
amount used in each period of five consecutive calendar years for maintenance,
renewals and replacements over the Standard during such five-year period and (2)
the amount of such excesses from prior years, less amounts thereof previously
utilized as permitted by this section.
The term "Maintenance Deficit" shall mean the amount by which the Standard in
each period of five consecutive calendar years exceeds the sum of (1) the amount
applied during such five-year period for maintenance, renewals and replacements
and (2) the amount of any available Maintenance Credit.
The amount used for maintenance in each year shall be the amount shown for
the Mortgagor for such year on the appropriate line of said REA Bulletin 1-1, as
from time to time in effect, and the amounts used for renewals and replacements
shall be based upon improvements and replacements of Utility Plant associated
with retirements thereof, less net salvage value.
In furtherance of the covenant contained in this subsection (b), the
Mortgagor will, within five months after the close of calendar year 1994 and
within five months after the end of each five-year period following said
calendar year, furnish to the Mortgagees a certificate of the General Manager,
any Division Manager or any officer of the Mortgagor (hereinafter called an
"Officer's Certificate"), setting forth separately and in reasonable detail:
(1) The amount of Operating Revenues and Patronage Capital derived by the
Mortgagor from the Mortgaged Property during the five preceding calendar
years and the Mortgagor's Operation Expense-Total, Fixed Costs on Production
Plant, Depreciation and Amortization Expense, and Maintenance Expense-Total
for such five-year period;
(2) The amounts used during such five preceding calendar years for
maintenance, renewals and replacements of the Mortgaged Property;
(3) Any Maintenance Credit not theretofore utilized as permitted by this
section and the computation thereof; and
(4) The resulting Maintenance Credit or Maintenance Deficit.
In case any such Officer's Certificate shows a Maintenance Deficit, the
Mortgagor shall either (i) immediately apply an amount equal to the largest
integral multiple of $1,000 which equals or is less than the amount so
determined to the prepayment of the notes, PRO RATA according uto the aggregate
then outstanding principal amounts thereof (such prepayments to be applied to
such installments thereof as may be designated by the respective noteholders at
the time of any such prepayment), or (ii) immediately deposit the amounts so
determined in a bank or banks satisfactory to the Government to be held by such
bank or banks in a restricted maintenance fund in trust for the benefit of the
noteholders pursuant to a trust agreement satisfactory to the Government;
PROVIDED, HOWEVER, that at the direction or with the approval of the Government,
the Mortgagor may cause funds held in such restricted maintenance fund to be
applied to the making of expenditures for maintenance, renewals and replacements
of the Mortgaged Property; PROVIDED, FURTHER, HOWEVER, that in the event there
shall have been a balance in said restricted maintenance fund at the end of each
of two such consecutive reporting periods, the Government may thereafter cause
the funds held therein to be applied as provided in clause (i) above; PROVIDED,
FURTHER, HOWEVER, that in the event of such a Maintenance Deficit, the Mortgagor
may promptly cause to be made an inspection of the Mortgaged Property by a
professional engineer satisfactory to the Government and may cause to be issued
a report of such engineer, satisfactory in form and substance to the Government,
stating the minimal aggregate amount which, in his judgment, is then needed for
maintenance, renewals, and replacements of the Mortgaged Property in accordance
with sound industry practices, and in the event such amount shall be less than
such Maintenance Deficit, the maximum amount which the Mortgagor shall be
required to apply to prepayment or to deposit in a restricted maintenance fund
pursuant to this paragraph shall in all events be the amount so stated by such
professional
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engineer. In the event of any prepayment of the notes pursuant to clause (i)
above, unpaid principal of the Pollution Control Notes shall include any and all
amounts other than interest payable thereunder and unpaid at the time of any
such prepayment.
In case any such certificate shows a Maintenance Credit, the Mortgagor may
withdraw the amount of such Maintenance Credit from said restricted maintenance
fund to the extent that there is an accumulated balance therein, and the
Government shall in such case cause such withdrawal to be permitted.
The amount of any Maintenance Credit not utilized to reduce a Maintenance
Deficit or so withdrawn from said restricted maintenance fund shall be available
until utilized for such purposes.
The Mortgagor agrees that it will, within five months after the close of each
calendar year (other than during a year in which an Officer's Certificate is
required to be furnished pursuant to the sixth paragraph of this subsection (b))
furnish to the Mortgagees an Officer's Certificate, setting forth separately and
in reasonable detail the amounts described in clauses (1) and (2) of said
paragraph for the preceding calendar year.
SECTION 7. Except as specifically authorized in writing in advance by the
Government, the Mortgagor will purchase all materials, equipment and
replacements to be incorporated in or used in connection with the Mortgaged
Property outright, and not subject to any conditional sales agreement, chattel
mortgage, bailment, lease, or other agreement reserving to the seller any right,
title or lien. The Mortgagor will not, without the approval in writing of the
Government, become or be obligated under Long-Term Leases for the rental from
others of Restricted Property if the aggregate amount of rentals thereunder
accrued or which may accrue during any period of 12 calendar months shall exceed
2 percent of the Equity of the Mortgagor at the time any determination of such
rental obligations is made hereunder. As used herein, the term "Equity" shall
have the meaning assigned to it in section 16 of this article II. "Long-Term
Leases" shall mean leases having unexpired terms (taking into account terms of
renewal at the option of the lessor, whether or not such leases have theretofore
been renewed) of more than 12 months, and "Restricted Property" shall mean all
properties other than automobiles, trucks, trailers, tractors, aircraft, ships,
other vehicles, office, garage and warehouse space and office equipment
(including, without limitation, computers).
SECTION 8. (a) The Mortgagor will take out, as the respective risks are
incurred, and maintain the following classes and amounts of insurance: (1)
fidelity bonds covering each officer and employee of the Mortgagor in not less
than the following amounts, based on the estimated annual gross revenues of the
Mortgaged Property:
AMOUNT OF
ANNUAL GROSS REVENUE COVERAGE
--------------------------------------- -----------
Less than $ 200,000 $ 50,000
$200,001 to 400,000. . . . . . . . 100,000
400,001 to 600,000. . . . . . . . 250,000
600,001 to 800,000. . . . . . . . 300,000
800,001 to 1,000,000. . . . . . . . 400,000
over 1,000,000. . . . . . . . 500,000
and each collection agent of the Mortgagor shall be included in such fidelity
bonds for not less than $2,500, or 10 percent of the highest amount collected
annually by any one collection agent, whichever is greater; (2) workers'
compensation and employer's liability insurance covering all employees of the
Mortgagor, in such amounts as may be required by law, or if the Mortgagor or any
of its employees are not subject to the workers' compensation laws of the State
or States in which the Mortgagor conducts its operations, then its workers'
compensation policy shall provide voluntary compensation coverage to the same
extent as though the Mortgagor and such employees were subject to such laws;
such policy shall include occupational disease liability coverage, employer's
liability insurance and "additional medical" coverage of not less than $10,000
in States where full medical coverage is not required by law; (3) public
liability and property damage liability insurance, covering ownership liability
and all operations of the Mortgagor with limits for bodily injury or death of
not less than $1,000,000 for each occurrence and $1,000,000 aggregate for the
policy period and with limits for property damage of not less than $1,000,000
for each occurrence and $1,000,000 aggregate for the policy period; (4)
liability insurance on all motor vehicles, trailers,
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semi-trailers, and aircraft used in the conduct of the Mortgagor's business,
whether owned, non-owned or hired by the Mortgagor, with bodily injury limits of
not less than $1,000,000 for each person and $1,000,000 for each occurrence, and
with property damage limits of $1,000,000 for each occurrence; in connection
with aircraft liability, also passenger bodily injury limits of $1,000,000 per
person and $1,000,000 for each occurrence; (5) comprehensive or separate fire,
theft and windstorm insurance covering loss of or damage to all owned motor
vehicles, trailers, and aircraft of the Mortgagor having a unit value in excess
of $1,000 in an amount not less than the actual cash value of the property
insured; (6) fire insurance, including the extended coverage endorsement,
designating the Government, CoBank, the Credit Bank and each of the Trustees as
mortgagees in the policy, on each building and its contents, and on each storage
location of materials, supplies, poles, and cross arms having a value at any one
location in excess of $5,000, or in excess of one percent of the total plant
value, whichever is larger, and in an amount not less than 80 percent of the
current cost to replace the property new, less actual depreciation; and (7)
boiler and machinery insurance, designating the Government, CoBank, the Credit
Bank and each of the Trustees, as mortgagees in the policy, if the Mortgaged
Property includes steam generating facilities, internal combustion, gas turbine
or hydro-generating facilities, such boiler and/or machinery insurance being in
an amount for each accident not less than the actual current cash value of the
property of the Mortgagor and of other adjacent property that would be damaged
by explosion or breakdown of the insured object.
The Mortgagor will also, from time to time, increase or supplement the
classes and amounts of insurance specified above to the extent requested by the
Government or required to conform to the accepted practice of companies of the
size and character of the Mortgagor. The Mortgagor will, upon request of any of
the Mortgagees, submit to the Mortgagees a schedule of its insurance in effect
on the date specified in such request and copies of any policies or contracts
relating thereto.
The foregoing insurance coverage shall be obtained by means of bond and
policy forms approved by regulatory authorities, including standard REA
endorsements and riders used by the insurance industry to provide coverage for
REA borrowers. Each policy or other contract for such insurance shall 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 at
least 30 days after written notice to the Mortgagees of cancellation.
(b) In the event of damage to or the destruction or loss of any portion of
the Mortgaged Property which shall be covered by insurance, unless the
Government shall otherwise agree, the Mortgagor shall replace or restore such
damaged, destroyed or lost portion so that the Mortgaged Property shall be in
substantially the same condition as it was in prior to such damage, destruction
or loss, and shall apply the proceeds of the insurance for that purpose;
PROVIDED, HOWEVER, that in the event the Mortgagor, with agreement therefore by
the Government, shall not so replace or restore such damaged, destroyed or lost
portion of the Mortgaged Property, the Mortgagor shall apply the proceeds of the
insurance as a ratable prepayment of or on account of the then outstanding
principal amount of the notes, to such installments thereof as may be designated
by the respective noteholders at the time of any such payment. The Mortgagor
shall replace the loss or shall commence such restoration promptly after such
damage, destruction or loss shall have occurred and shall complete such
replacement or restoration as expeditiously as practicable, and shall pay or
cause to be paid out of the proceeds of such insurance all costs and expenses in
connection therewith so that such replacement or restoration shall be so
completed that the portion of the Mortgaged Property so replaced or restored
shall be free and clear of all mechanics' liens and other claims.
Sums recovered under any fidelity bond by the Mortgagor for a loss of funds
advanced under the notes or recovered by a Mortgagee for any loss under such
bond shall, unless otherwise directed by the Government, be applied to the
prepayment of the notes, pro rata according to the then outstanding principal
amount thereof (such prepayments to be applied to such installments thereof as
may be designated by the respective noteholders at the time of any such
prepayment), or to construct or acquire facilities approved by the Government,
which will become part of the Mortgaged Property.
In the event of any prepayments pursuant to either of the above paragraphs of
this section 8(b), then outstanding principal amount of the Pollution Control
Notes shall include any and all amounts other than interest respectively payable
thereunder and unpaid at the time of any such prepayment.
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SECTION 9. In the event of the failure of the Mortgagor in any respect to
comply with the covenants and conditions herein contained with respect to the
procuring of insurance, the payment of taxes, assessments and other charges, the
keeping of the Mortgaged Property in repair and free of liens and other claims
or to comply with any other covenant contained in this Mortgage, the Government
(or, if it shall fail to act for ten days after notice from any Mortgagee, a
copy of which notice shall also be given simultaneously to the Mortgagor, then
(a) any Mortgagee or Mortgagees holding not less than a majority of the
aggregate then outstanding principal amount of all notes exclusive of notes then
held by the Government or (b) with respect to the payment of taxes, assessments
and other charges, any Mortgagee), shall have the right (without prejudice to
any other rights arising by reason of such default) to advance or expend moneys
for the purpose of procuring such insurance, or for the payment of insurance
premiums, taxes, assessments or other charges, or to save the Mortgaged Property
from sale or forfeiture for any unpaid tax or assessment, or otherwise, or to
redeem the same from any tax or other sale, or to purchase any tax title
thereon, or to remove or purchase any mechanics' liens or other encumbrance
thereon, or to make repairs thereon or to comply with any other covenant herein
contained or to prosecute or defend any suit in relation to the Mortgaged
Property or in any manner to protect the Mortgaged Property and the title
thereto, and all sums so advanced for any of the aforesaid purposes with
interest thereon at the rate per annum charged by the party making such advance,
but no higher than the highest rate permitted by applicable law shall be deemed
a charge upon the Mortgaged Property in the same manner as the notes at the time
outstanding are secured and shall be forthwith paid to the Mortgagee making such
advance or advances upon demand. It shall not be obligatory for any Mortgagee in
making any such advances or expenditures to inquire into the validity of any
such tax title, or of any of such taxes or assessments or sales therefore, or of
any such mechanics' liens or other encumbrance.
SECTION 10. The Mortgagor will not, without the approval in writing of the
Government: (a) construct, make, lease, purchase or otherwise acquire any
extensions or additions to its system or enter into any contract therefore,
except such extensions or additions as may be financed with loans evidenced by
Additional Notes; (b) enter into any contract or contracts for the operation or
maintenance of all or any part of its property, for the purchase of electric
power or energy, for the sale for resale, or for the sale to the ultimate
consumer, of electric power and energy in excess of 1,000 kilowatts, for any
transmission, interconnection or power pooling arrangements or for the use by
others of any of its property; (c) incur any expenses for legal, engineering,
supervisory, accounting or other similar services, except such reasonable
expenses as are incurred in the routine course of business; or (d) deposit any
of its funds, regardless of the source thereof, in any bank or other depository
which is not a member of the Federal Deposit Insurance Corporation, or the
successor thereof, or of a Federal Reserve Bank; PROVIDED, HOWEVER, that the
Mortgagor and the Trustees may invest funds held under the respective Pollution
Control Bond Indentures in the manner and subject to the limitations provided
therein, without the consent of the Government.
SECTION 11. The Mortgagor will not pay its directors, as such, any salaries
for their services, except such as shall have been approved by the Government,
provided that nothing herein contained shall preclude any director from serving
the Mortgagor in any other capacity and receiving compensation therefore.
Salaries and wages paid officers and employees shall be reasonable and in
conformity with the usual practice of corporations of the size and nature of the
Mortgagor.
SECTION 12. The Mortgagor will at all times keep, and safely preserve, proper
books, records and accounts in which full and true entries will be made of all
of the dealings, business and affairs of the Mortgagor, in accordance with the
methods and principles of accounting prescribed in the Uniform System of
Accounts. The Mortgagor will prepare and furnish each of the Mortgagees not
later than the 15th day of each month, or at less frequent intervals when
specified by the Government, financial and statistical reports on its condition
and operations. Such reports shall be in such form and include such information
as may be specified by the Government, including without limitation an analysis
of the Mortgagor's revenues, expenses and consumer accounts. The Mortgagor will
cause to be prepared and furnished to each of the Mortgagees at least once
during each 12-month period during the term hereof, a full and complete report
of its financial condition as of a date (hereinafter called the "Fiscal Date")
not more than 90 days prior to the date such report is furnished to the
Mortgagees hereunder, and of its operations for the 12-month period ended on the
Fiscal Date, in form and substance satisfactory to the Government, audited and
certified by independent certified public accountants satisfactory to the
Government and accompanied by a report of such audit in form and substance
satisfactory to the Government. Each Mortgagee, through its representatives,
shall at all times during reasonable business hours have access to, and the
right to inspect and make copies of, any
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or all books, records and accounts, and any or all invoices, contracts, leases,
payrolls, cancelled checks, statements and other documents and papers of every
kind belonging to or in the possession of the Mortgagor or in anywise pertaining
to its property or business.
SECTION 13. (a) The Mortgagor will from time to time upon written demand of
any Mortgagee make, execute, acknowledge and deliver or cause to be made,
executed, acknowledged and delivered all such further and supplemental
indentures of mortgage, deeds of trust, mortgages, financing statements,
continuation statements, security agreements, instruments and conveyances as may
reasonably be requested by any Mortgagee, and take or cause to be taken all such
further action as may reasonably be requested by any Mortgagee to effectuate the
intention of these presents and to provide for the securing and payment of the
principal of, interest on, and any and all other amounts payable under the notes
equally and ratably according to the terms thereof and for the purpose of fully
conveying, transferring and confirming unto the Mortgagees the property hereby
conveyed, mortgaged and pledged, or intended so to be, whether now owned by the
Mortgagor or hereafter acquired by it and to reflect the assignment of the
rights or interests of any of the Mortgagees or of any noteholder hereunder or
under any note. The Mortgagor will cause this Mortgage and any and all
supplemental indentures of mortgage, mortgages and deeds of trust and every
security agreement, financing statement, continuation statement and every
additional instrument which shall be executed pursuant to the foregoing
provisions forthwith upon execution to be recorded and filed and rerecorded and
refiled as conveyances and mortgages and deeds of trust of and security
interests in real and personal property in such manner and in such places as may
be required by law or reasonably requested by any Mortgagee in order fully to
preserve the security for the notes and to perfect and maintain the superior
lien of this Mortgage and all supplemental indentures of mortgage, mortgages and
deeds of trust and the rights and remedies of the Mortgagees and the
noteholders.
(b) In the event that the Mortgagor suffers in the future a deficit in net
income, as determined in accordance with methods of accounting prescribed in
section 12 of article II hereof, for any fiscal year while any of the notes are
outstanding, the Mortgagor will at any time or times upon written demand of the
Government, make, execute, acknowledge and deliver or cause to be made,
executed, acknowledged and delivered all such further and supplemental
indentures of mortgage, mortgages, security agreements, financing statements,
instruments and conveyances, and take or cause to be taken all such further
action, as may reasonably be requested by the Government, in order to include in
this Mortgage, as Mortgaged Property, and to subject to all the terms and
conditions of this Mortgage, all right, title and interest of the Mortgagor in
and to, all and singular, the automobiles, trucks, trailers, tractors, aircraft,
ships and other vehicles then owned by the Mortgagor, or which may thereafter be
owned or acquired by the Mortgagor. From and after the time of such written
demand of the Government, such vehicles shall be deemed to be part of the
Mortgaged Property for all purposes hereof.
SECTION 14. Any noteholder may, at any time or times in succession without
notice to or the consent of the Mortgagor and upon such terms as such noteholder
may prescribe, grant to any person, firm or corporation who shall have become
obligated to pay all or any part of the principal of or interest on any note
held by or indebtedness owed to such noteholder or who may be affected by the
lien hereby created, an extension of the time for the payment of such principal
or interest, and after any such extension the Mortgagor will remain liable for
the payment of such note or indebtedness to the same extent as though it had at
the time of such extension consented thereto in writing.
SECTION 15. (a) The Mortgagor shall implement rates for electric power and
energy and for other services furnished by it that are designed to provide
sufficient revenue to pay all fixed and variable expenses when and as due, to
provide and maintain reasonable working capital, and to maintain, on an annual
basis, a TIER of not less than 1.05 and a DSC of not less than 1.00. The
Mortgagor shall give ninety (90) days prior written notice to each of the
Mortgagees of any proposed change in its general rate structure.
(b) Within sixty (60) days following the end of each calendar year, the
Mortgagor shall report, in writing, to each of the Mortgagees the TIER and DSC
levels which were achieved during that calendar year. If the average of the two
(2) largest annual levels achieved by the Mortgagor out of the three (3) then
most recent calendar years results in a TIER of less than 1.05 or a DSC of less
than 1.00, the Mortgagor shall, within ninety (90) days following the end of the
calendar year, provide to each of the Mortgagees a written plan, in form and
substance
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satisfactory to the Administrator, setting forth the actions that the Mortgagor
will take in order to achieve the required TIER and DSC levels on a timely
basis. The Mortgagor shall take all actions pursuant to its written plan.
(c) For purposes of this section 15, TIER shall be calculated as follows: add
Interest on Long-term Debt (as computed for purposes of Section A, Line 22 of
REA Form 12a, except that Interest on Long-term Debt shall be increased by
one-third (1/3) of the amount, if any, by which the rentals of Restricted
Property (as computed for purposes of Section K, Line 4 of REA Form 12h) exceed
two (2) percent of Total Margins and Equities (as computed for purposes of
Section B, Line 33 of REA Form 12a)) to Patronage Capital or Margins (as
computed for purposes of Section A, Line 34 of REA Form 12a), and divide the
total so obtained by Interest on Long-term Debt (as computed for purposes of
this calculation of TIER).
For purposes of this section 15, DSC shall be calculated as follows: add
Depreciation and Amortization Expense (as computed for purposes of Section A,
Line 20 of REA Form 12a), and Interest on Long-term Debt (computed as described
in the calculation of TIER set forth in this section 15), to Patronage Capital
or Margins (computed as described in the calculation of TIER set forth in this
section 15) and divide the total so obtained by Debt Service Billed (computed by
adding all interest and principal billed during the calendar year to one-third
(1/3) of the amount, if any, by which the rentals of Restricted Property
(computed as described in the calculation of TIER set forth in this section 15)
exceed two (2) percent of Total Margins and Equities (computed as described in
the calculation of TIER set forth in this section 15)).
SECTION 15A. The Mortgagor, subject to applicable laws and rules and orders
of regulatory bodies, will design its rates for electric energy and other
services furnished by it with a view (i) to paying and discharging from its
revenues derived from operations and from all other available funds all taxes,
maintenance expenses, cost of electric energy and other operating expenses
(including all expenses, other than depreciation and amortization, required to
be reported on lines A.14, A.19 and A.21 of REA Form 12a) of its electric
transmission and distribution system and electric generating facilities, (ii) to
paying and discharging from such revenues and other available funds principal
and interest on all indebtedness of the Mortgagor other than principal and
interest on Long-Term Debt that is included, under part (B) of the following
paragraph, in the calculation of ADSCR, (iii) to making from such revenues and
other available funds all payments on Capitalized Lease Obligations (as defined
below), (iv) to providing and maintaining from such revenues and other available
funds reasonable working capital for the Mortgagor, and (v) to maintaining, for
each fiscal year, an Annual Debt Service Coverage Ratio (herein called "ADSCR")
of not less than 1.25. For any fiscal year after the First Oglethorpe-Appling
(1978 Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1984
Loan Agreement) Pollution Control Note, the First Oglethorpe-Appling (1985 Loan
Agreement) Pollution Control Note, the First Oglethorpe-Burke (1982 Loan
Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Note, the First Oglethorpe-Burke (1984B Loan
Agreement) Pollution Control Note, the First Oglethorpe-Burke (1985 Loan
Agreement) Pollution Control Note, the First Oglethorpe-Burke (1989 Loan
Agreement) Pollution Control Note, the First Oglethorpe-Heard (1978 Loan
Agreement) Pollution Control Note, and the First Oglethorpe-Monroe (1982 Loan
Agreement) Pollution Control Note are paid in full, or with the consent of the
Trustees holding any such notes not paid in full, such ADSCR requirement shall
be reduced to 1.15. Within 120 days following the end of each fiscal year of the
Mortgagor, the Mortgagor shall file with each Mortgagee a certificate signed by
its principal financial officer setting forth the computation of ADSCR for the
preceding fiscal year. Not later than 30 days preceding the start of each fiscal
year of the Mortgagor, the Mortgagor shall file with each of the Mortgagees a
certificate signed by its principal financial officer setting forth, on an
estimated basis, the computation of ADSCR for the next fiscal year. Where a
change in design is proposed, the Mortgagor shall so redesign its rates to
comply with the requirements of the first sentence of this paragraph.
For purposes of this section, ADSCR of the Mortgagor shall be determined as
follows: for each full fiscal year, (A) take the sum of (i) Net Patronage
Capital or Margins (as computed in accordance with Line A.34 of REA Form 12a)
plus (ii) Interest on Long-Term Debt (as computed in accordance with Line A.22
of REA Form 12a) less to the extent included in such amount, (1) any amount of
Interest Charged To Construction on Line A.23 of REA Form 12a, provided that
such amount has been paid or provided for other than from revenues derived from
operations, (2) any amount of interest attributable to a Capitalized Lease
Obligation of the Mortgagor, and (3) any other amount of interest paid from any
sources other than operating revenues (including, without limitation, the
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proceeds of the sale of property, proceeds of insurance or condemnation to the
extent not included in Total Operating Revenues and Patronage Capital on Line
A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance
with Line B.33 of REA Form 12a)) and other than borrowed funds plus (iii)
Depreciation and Amortization Expense (as computed for purposes of Line A.20 of
REA Form 12a) of the Mortgagor, and (B) divide the total so obtained by an
amount equal to the sum of all payments of principal and interest required to be
made during such year on account of Total Long-Term Debt (as computed for
purposes of Line B.36 of REA Form 12a) including interest computed in the same
manner as Interest on Long-Term Debt as provided above, but not including (1)
any payments of principal made from any sources other than operating revenues
(including, without limitation, the proceeds of the sale of property, proceeds
of insurance or condemnation to the extent not included in Total Operating
Revenues and Patronage Capital on Line A.4 of REA Form 12a, and Total Margins
and Equities (as computed in accordance with Line B.33 of REA Form 12a)) and
other than borrowed funds, except for funds borrowed pursuant to a refinancing
of the type described in (X) below, (2) any Long-Term Debt not secured prior to
or on a parity with the notes under this Mortgage and (3) any payments with
respect to a Capitalized Lease Obligation of the Mortgagor. For purposes of
computing ADSCR on an estimated basis, the Mortgagor shall not be required to
include (X) the principal payment of any Long-Term Debt with a remaining
maturity of five years or less which the board of directors of the Mortgagor (i)
has designated as debt attributable to construction of electric generating or
transmission facilities and (ii) has certified it will use its best efforts to
refinance during such fiscal year with Long-Term Debt or (Y) principal or
interest payments on any Long-Term Debt which are expected to be made from any
sources other than operating revenues (including, without limitation, the
proceeds of the sale of property, proceeds of insurance or condemnation to the
extent not included in Total Operating Revenues and Patronage Capital on Line
A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance
with Line B.33 of REA Form 12a)) and other than borrowed funds, except, in case
of principal, for funds borrowed pursuant to a refinancing of the type described
in (X) above. For purposes of this section 15A, a Capitalized Lease Obligation
shall mean any lease obligation which, under the Uniform System of Accounts, is
required to be shown on the balance sheet of the Mortgagor as an obligation.
SECTION 16. The Mortgagor will not, in any one year, without the approval in
writing of the Government, declare or pay any dividends, or pay or determine to
pay any patronage refunds, or retire any Patronage Capital or make any other
cash distributions (such dividends, refunds, retirements and other distributions
being hereinafter collectively called "distributions") to its members,
stockholders or consumers if after giving effect to any such distribution the
total Equity of the Mortgagor will not equal or exceed 40 percent of its total
assets and other debits; PROVIDED, HOWEVER, that the Mortgagor may nevertheless
make distributions in any year up to 25 percent of the Patronage Capital and
Margins received by the Mortgagor in the next preceding year where after giving
effect to any such distribution the total Equity of the Mortgagor will equal or
exceed 20 percent of its Total Assets and other debits, and PROVIDED, FURTHER,
however, that in no event will the Mortgagor make any distributions if there is
unpaid when due any installment of principal of or interest on the notes, if the
Mortgagor is otherwise in default hereunder or if, after giving effect to any
such distribution, the Mortgagor's Total Current and Accrued Assets would be
less than its Total Current and Accrued Liabilities.
For the purpose of this section, a "cash distribution" shall be deemed to
include any general cancellation or abatement of charges for electric energy or
services furnished by the Mortgagor, but not the repayment of a membership fee
of not in excess of $100 upon termination of a membership. As used or applied in
this Mortgage (1) "Equity" shall mean the aggregate of Equities and Margins (as
such terms are defined in the Uniform System of Accounts) and Subordinated
Indebtedness; and (2) "Subordinated Indebtedness" shall mean unsecured
indebtedness of the Mortgagor payment of which shall be subordinated to the
prior payment of the notes by subordination agreement in form and substance
satisfactory to the Government.
SECTION 17. In the event that the Mortgaged Property, or any part thereof,
shall be taken under the power of eminent domain, all proceeds and avails
therefrom, except to the extent that the Government shall consent to the deposit
thereof by the Mortgagor in the construction fund contemplated by Account Number
131.2, shall forthwith be applied by the Mortgagor: first, to the ratable
payment of any indebtedness secured by this Mortgage other than indebtedness
under the notes; second, to the ratable payment of interest which shall have
accrued on the notes and be unpaid; third, to the ratable payment of or on
account of the then outstanding principal amount of the notes, to such
installments thereof as may be designated by the respective noteholders at the
time of any such payment;
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fourth, to the ratable payment of any and all other amounts payable under the
notes; and fifth, the balance shall be paid to whosoever shall be entitled
thereto; PROVIDED, HOWEVER, that any noteholder other than any of the Credit
Bank, the Trustees or CoBank may, and any of the Credit Bank, the Trustees and
CoBank shall, if so requested by the Mortgagor, cause funds to which they may be
entitled under clause third hereof to be applied by the Mortgagor to the making
of a deposit in the construction fund contemplated by Account Number 131.2
instead of causing such funds being applied to the prepayment of any note held
by such noteholder.
SECTION 18. The Mortgagor will not at any time employ, or enter into any
contract for the employment of, any general manager of the Mortgagor's system or
any person exercising comparable authority to such a manager, unless such
employment or such contract shall first have been approved by the Government.
If, during such periods as the Mortgagor shall be in default in the making of
payment or payments of principal of or interest on one or more of the notes or
otherwise be in default hereunder, the Government shall at any time give notice
to the Mortgagor that in its opinion such system is not being efficiently
operated and shall request the termination of the employment of any such manager
or person exercising comparable authority, or shall request the termination of
any operating contract in respect of such system, the Mortgagor will terminate
such employment or operating contract within thirty (30) days after the date of
such notice. All contracts in respect of the employment of any such manager or
person exercising comparable authority, or for the operation of any such system,
shall contain provisions to permit compliance with the foregoing covenants,
except such as have been or are approved by the Government without such
provisions.
SECTION 19. The Mortgagor will not permit there to exist any event of default
under any agreement under which a note or other obligation of the Mortgagor
secured by the lien of this Mortgage has been or will be issued, including,
without limitation the REA Loan Contract, the CoBank Loan Agreements, the Credit
Agreement, and the Pollution Control Loan Agreements. The Mortgagor will
promptly furnish each Mortgagee with written notice of any amendment or
modification of any such agreement or of any indenture under which there are or
may be issued obligations secured by a pledge or assignment of any note or other
obligation secured by the lien of this Mortgage, including without limitation,
the Pollution Control Bond Indentures, and of the occurrence of any event of
default of which the Mortgagor has knowledge under any such agreement or any
such indenture. For purposes of this Mortgage, in the event of any inconsistency
between the terms of this Mortgage and the terms of any such agreement or any
such indenture, the terms of this Mortgage shall govern; PROVIDED, HOWEVER, that
nothing contained in this Mortgage shall limit the exercise by any of the
Trustees of any right or remedy provided to it in the respective Pollution
Control Loan Agreements or the respective Pollution Control Bond Indentures or
the respective Pollution Control Notes and that nothing contained in this
Mortgage shall limit the exercise by the Credit Bank of any right or remedy
provided to it in the Credit Agreement or the Credit Bank Notes.
SECTION 20. The Mortgagor will promptly notify the Mortgagees in writing of
any change in location of its chief place of business or the office where its
records concerning accounts and contract rights are kept.
SECTION 21. The Mortgagor will obtain all such rights of way, easements from
landowners and releases from lienors as shall be necessary or advisable in the
conduct of its business, and, if requested by the Government, deliver to the
Government evidence satisfactory to the Government of the obtaining of such
rights of way, easements or releases.
SECTION 22. The Mortgagor will not, without the written approval of the
Government, hereafter make any loan or advance to, or make any investment in, or
purchase or make any commitment to purchase any stock, bonds, notes or other
securities of, or guarantee, assume or otherwise become obligated or liable with
respect to the obligations of, any person, firm or corporation, except (i)
securities or deposits issued, guaranteed or fully insured as to payment by the
United States Government or any agency thereof, (ii) Capital Term Certificates
or other securities of the National Rural Utilities Cooperative Finance
Corporation, (iii) Class C Stock or other securities of CoBank, (iv) capital
credits resulting from the payment for power and energy purchased and actually
received from a generating and transmission cooperative of which the Mortgagor
is a member, and (v) such other loans, deposits, advances, investments and
obligations as may from time to time be made, purchased or undertaken by the
Mortgagor; PROVIDED, HOWEVER, that the aggregate cost of investments, plus the
total unpaid principal amount of loans, deposits, advances and obligations,
permitted under this clause (v) shall not, except as permitted by applicable
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law, at any time exceed 3 percent of the total Utility Plant (as such term is
defined in the Uniform System of Accounts) of the Mortgagor; PROVIDED, FURTHER,
HOWEVER, that the Mortgagor and the Trustees may invest funds held under the
Pollution Control Bond Indentures in the manner, and subject to the limitations,
provided in the respective Pollution Control Bond Indentures without the consent
of the Government.
SECTION 23. The Mortgagor shall, and shall cause its ERISA Affiliates to, in
a timely fashion, (a) comply in all material respects with all requirements of
ERISA and, to the extent applicable to each Plan, the Code, including but not
limited to, paying all contributions required to meet the minimum funding
standards set forth in ERISA and the Code with respect to each Plan and (b)
shall file and shall cause its ERISA Affiliates to file all annual reports and
other disclosures required to be filed pursuant to ERISA or the Code in
connection with each Plan and promptly after the filing thereof, the Mortgagor
shall furnish to each Mortgagee copies of such annual reports and other
disclosures. The Mortgagor shall notify each Mortgagee as soon as practicable,
and in any event within ten days after the Mortgagor or any ERISA Affiliate
knows or has reason to know, of the occurrence of any Reportable Event or
Prohibited Transaction with respect to any Plan, or of any act or condition
arising in connection with any Plan which the Mortgagor or any ERISA Affiliate
believes might constitute grounds for the termination of such Plan by the PBGC,
the appointment by the appropriate United States district court of a trustee to
administer such Plan, or the assessment against the Mortgagor or any ERISA
Affiliate of any withdrawal liability to a Multiemployer Plan and the action, if
any, the Mortgagor or such ERISA Affiliate proposes to take with respect
thereto. The Mortgagor shall furnish to each Mortgagee promptly upon any
Mortgagee's request therefor, such additional information concerning any Plan as
may be reasonably requested.
The Mortgagor shall not terminate, or permit any ERISA Affiliate to
terminate, any Plan so as to result in any material liability of the Mortgagor
to the PBGC, or permit to exist any occurrence of any Reportable Event or any
other event or condition which presents a material risk of such a termination by
the PBGC of any Plan. The Mortgagor and its ERISA Affiliates shall not take any
action which could result in a withdrawal or partial withdrawal from a
Multiemployer Plan which could result in the assessment of any withdrawal
liability against the Mortgagor or any ERISA Affiliate.
For purposes of this section 23, "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time, and all rules and regulations from time
to time promulgated thereunder; "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time, and all rules and
regulations from time to time promulgated thereunder; "ERISA Affiliate" means
any other entity controlled by the Mortgagor (for purposes of this definition,
"control," when used with respect to any specified entity, means the power to
direct the management and policies of such entity, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise);
"Multiemployer Plan" shall have the meaning assigned to such term in Section
3(37) of ERISA or Section 414(f) of the Code; "PBGC" shall mean the Pension
Benefit Guaranty Corporation or any successor thereto; "Plan" shall mean an
employee benefit plan maintained for employees of the Mortgagor or any ERISA
Affiliate which is covered by ERISA; "Prohibited Transaction" shall mean any
transaction set forth in Section 406 of ERISA or Section 4975 of the Code; and
"Reportable Event" shall have the meaning given to such term in Section 4043 of
ERISA and the regulations thereunder.
SECTION 24. The Mortgagor shall take reasonable action to enforce the
material provisions of each of the Wholesale Power Contracts described in IV of
the Granting Clauses and each of its agreements with others for the purchase of
electric power and energy. With respect to the Mortgagor's agreements with
others for the ownership, operation or maintenance of its electric generating
facilities, the Mortgagor shall take reasonable action to assure its access to
its entitlement to the electric power and energy from such facilities.
ARTICLE III
REMEDIES OF THE MORTGAGEES AND NOTEHOLDERS
SECTION 1. If one or more of the following events (hereinafter called "events
of default") shall happen, that is to say:
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(a) default shall be made in the payment of any installment of or on
account of, interest on, principal of, or any and all other amounts payable
under, any note or notes when and as the same shall be required to be made
whether by acceleration or otherwise and written notice of such default shall
have been given to the Mortgagor by any noteholder;
(b) there shall occur and be continuing an event of default under the REA
Loan Contract, the CoBank Loan Agreements, the Credit Agreement, or any of
the Pollution Control Loan Agreements, written notice that such event is an
event of default hereunder shall have been given to the Mortgagor by any
noteholder, which notice may in the discretion of the noteholder giving such
notice specify a period of time within which such event may be remedied, and
such event shall not have been remedied within such period of time, if any,
so specified in such notice;
(c) default shall be made in the due observance or performance of any of
the covenants, conditions or agreements on the part of the Mortgagor
contained in sections 3, 4, 5, 7, 10, 16 and 22 of article II hereof, written
notice of such default shall have been given to the Mortgagor by any
noteholder, which notice may in the discretion of the noteholder giving such
notice specify a period of time within which such default may be remedied,
and such default shall not have been remedied within such period of time, if
any, so specified in such notice;
(d) default shall be made in the due observance or performance of any other
of the covenants, conditions or agreements on the part of the Mortgagor, in
any of the notes or in this Mortgage contained, and such default shall
continue for a period of thirty (30) days after written notice specifying
such default and requiring the same to be remedied shall have been given to
the Mortgagor by any noteholder;
(e) the Mortgagor shall file a petition in bankruptcy or be adjudicated a
bankrupt or insolvent, or shall make an assignment for the benefit of its
creditors, or shall consent to the appointment of a receiver of itself or its
property, or shall institute proceedings for its reorganization or
proceedings instituted by others for its reorganization shall not be
dismissed within thirty (30) days after the institution thereof;
(f) a receiver or liquidator of the Mortgagor or of any substantial portion
of its property shall be appointed and the order appointing such receiver or
liquidator shall not be vacated within thirty (30) days after the entry
thereof;
(g) the Mortgagor shall forfeit or otherwise be deprived of its corporate
charter or franchises, permits, easements or licenses required to carry on
any material portion of its business;
(h) a final judgment shall be entered against the Mortgagor and shall
remain unsatisfied or without a stay in respect thereof for a period of
thirty (30) days; or
(i) a violation of the terms of any subordination agreement delivered
pursuant to section 16 of article II hereof shall have occurred, written
notice that such violation is an event of default hereunder shall have been
given to the Mortgagor by any noteholder, which notice may in the discretion
of the noteholder giving such notice specify a time period within which such
violation may be remedied, and such violation shall not have been remedied
within such period of time, if any, so specified in such notice;
then in each and every such case the Government, to the extent permitted by
applicable state law on behalf of all the noteholders, may, in its discretion:
(aa) without protest, presentment or demand, declare all unpaid principal
of and accrued interest on and other amounts payable under the notes to be
due and payable immediately; and upon any such declaration all such unpaid
principal and accrued interest so declared to be due and payable shall become
and be due and payable immediately, anything contained herein or in any note
or notes to the contrary notwithstanding;
(bb) take immediate possession of the Mortgaged Property, collect and
receive all credits, outstanding accounts and bills receivable of the
Mortgagor and all rents, income, revenues and profits pertaining to or
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arising from the Mortgaged Property, or any part thereof, and issue binding
receipts therefor; and manage, control and operate the Mortgaged Property as
fully as the Mortgagor might do if in possession thereof, including, without
limitation, the making of all repairs or replacements deemed necessary or
advisable;
(cc) proceed to protect and enforce the rights of the Mortgagees and the
rights of the noteholder or noteholders under this Mortgage by suits or
actions in equity or at law in any court or courts of competent jurisdiction,
whether for specific performance of any covenant or any agreement contained
herein or in aid of the execution of any power herein granted or for the
foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or
any part thereof, or to collect the debts hereby secured or for the
enforcement of such other or additional appropriate legal or equitable
remedies as may be deemed most effectual to protect and enforce the rights
and remedies herein granted or conferred, and in the event of the institution
of any such action or suit the Government and the then majority noteholders
shall each have the right, irrespective of the adequacy of the security, to
have appointed a single receiver of the Mortgaged Property and of all rents,
income, revenues and profits pertaining thereto or arising therefrom derived,
received or had from the time of the commencement of such suit or action, and
such receiver shall have all the usual powers and duties of receivers in like
and similar cases, to the fullest extent permitted by law, and if the
Government or the then majority noteholders shall make application for the
appointment of a receiver the Mortgagor hereby expressly consents that the
court to which such application shall be made may, irrespective of the
adequacy of the security, make said appointment;
(dd) sell or cause to be sold all and singular the Mortgaged Property or
any part thereof, and all right, title, interest, claim and demand of the
Mortgagor therein or thereto, at public auction or otherwise, as may be
prescribed or permitted, and in the manner prescribed or permitted, by
applicable law; and
(ee) In addition to and independently of any other provision set forth in
this section 1 of article III hereof with respect to the power of the
Government upon the occurrence of an event of default, Mortgagor hereby
grants to the Government and to the other Mortgagees and noteholders jointly
and severally (but in the case of such other Mortgagees and noteholders,
subject to the limitations on the exercise thereof specified in the final
paragraph of this subsection (ee)) the following irrevocable power of
attorney: To sell all or any part of the Mortgaged Property at auction, at
the usual place for conducting sales at the Court House in the County of the
State where the Mortgaged Property or any part thereof is located, to the
highest bidder for cash, after advertising the time, terms and place of such
sale once a week for four consecutive calendar weeks immediately preceding
such sale (but without regard to the number of days) in a newspaper published
in the County of the State where the Mortgaged Property or any part thereof
is located, or in the paper in which the Sheriff's advertisements for such
County are published, all other notice being hereby waived by the Mortgagor,
and the Government (and such other Mortgagees or noteholders, as the case may
be) may bid and purchase at such sale, and the Government (and such other
Mortgagees or noteholders, as the case may be) may thereupon execute and
deliver to the purchaser or purchasers at such sale a sufficient conveyance
of the Mortgaged Property or part thereof in fee simple, which conveyance may
contain recitals as to the happening of the default upon which the execution
of the power of sale herein granted depends, and the Mortgagor hereby
constitutes and appoints the Government (or such other Mortgagees or
noteholders, as the case may be) the agent and attorney-in-fact of the
Mortgagor to make such recitals, and hereby covenants and agrees that the
recitals so made by the Government (or such other Mortgagees or noteholders,
as the case may be) shall be binding and conclusive upon the Mortgagor and
that the conveyance to be made by the Government (or such other Mortgagees or
noteholders, as the case may be) shall be effectual to bar any equity of
redemption of the Mortgagor in and to said property, and the Government (or
such other Mortgagees or noteholders, as the case may be) shall collect the
proceeds of such sale and apply the same as provided herein.
The Mortgagor further covenants that in case of a sale as hereinbefore
provided, the Mortgagor or any person in possession under the Mortgagor shall
then become and be tenants holding over and shall forthwith deliver
possession to the purchaser at such sale, or be summarily dispossessed, in
accordance with the provisions of law applicable to tenants holding over.
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The power and agency hereby granted are coupled with an interest and are
irrevocable by death, dissolution, or otherwise and are granted as cumulative
to the remedies of collection of the indebtedness evidenced by any note or
notes as provided by law and in the foregoing provisions hereof.
The Government (or such other Mortgagees or noteholders, as the case may
be) may adjourn from time to time any sale to be made by it under the
provisions of this section, or cause the same to be adjourned, by
announcement at the time and place appointed for such sale or sales; and
without further notice or publication (unless otherwise required by law),
such sale may be made at the time and place to which the same shall be so
adjourned.
MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE
STATE OF GEORGIA OR THE CONSTITUTION OF THE UNITED STATES OF AMERICA TO
NOTICE OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY
PROVIDED BY THIS MORTGAGE TO ANY MORTGAGEE OR NOTEHOLDER AND MORTGAGOR WAIVES
ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN
ACCORDANCE WITH THE PROVISIONS OF THIS MORTGAGE ON THE GROUND (IF SUCH BE THE
CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. ALL
WAIVERS BY MORTGAGOR IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY,
INTELLIGENTLY AND KNOWINGLY, AFTER MORTGAGOR HAS BEEN FIRST INFORMED BY
COUNSEL OF ITS OWN CHOOSING AS TO POSSIBLE ALTERNATIVE RIGHTS, AND HAVE BEEN
MADE AS AN INTENTIONAL RELINQUISHMENT AND ABANDONMENT OF A KNOWN RIGHT AND
PRIVILEGE.
INITIALED:
For all purposes hereunder, the power of sale granted in this subsection
(ee) shall be exercised by Mortgagees or noteholders other than the
Government only in the event that such other Mortgagees or noteholders may
exercise such power of sale pursuant to the provisions of section 2 of
article III hereof or an amendment hereto specifically authorizing such
exercise.
SECTION 2. (a) Upon the expiration of 30 days after the happening of an event
or events of default, any right or remedy herein or by law conferred which the
Government shall not have proceeded to exercise or enforce may, to the extent
permitted by applicable state law, be exercised and enforced, on behalf of all
noteholders, by the holder or holders of notes the aggregate then outstanding
principal amount of which is not less than 33 1/3 percent of the aggregate then
outstanding principal amount of all notes.
(b) (1) Notwithstanding the remedial rights of the Government provided for in
section 1 of this article III and of the holder or holders of notes the
aggregate then outstanding principal amount of which is not less than 33 1/3
percent of the aggregate then outstanding principal amount of all notes provided
for in subsection 2(a) of this article III, if, in the opinion of counsel
satisfactory to the Government, which opinion shall be satisfactory in form and
substance to the Government and delivered in writing to the Mortgagor, the
Government may not lawfully act on behalf and for the benefit of all noteholders
other than the Government, any other Mortgagee shall have the right to exercise
any right and remedy described in section 1 of this article III: (i) immediately
upon the Government's exercise of any right or remedy hereunder; or (ii) on a
date 120 days or more after the occurrence of an event of default, which is then
continuing, if the Government has failed, prior to such date, to exercise any
right or remedy hereunder.
(2) Furthermore, notwithstanding the provisions of section 1 of this article
III and subsections (a) and (b)(1) of this section, upon the occurrence of (i)
any event of default described in section 1(a) of this article III with respect
to any CoBank Note, or (ii) any event of default described in section 1(e) or
1(f) of this article III, if the respective event of default referred to in
either clause (i) or clause (ii) of this subsection shall not have been cured
upon the expiration of ninety (90) days after the initial occurrence of such
event of default, then CoBank may forthwith exercise on behalf of all
noteholders any right or remedy described in section 1 of this article III.
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(3) Furthermore, notwithstanding the provisions of section 1 of this article
III and subsections (a) and (b)(1) of this section, upon the occurrence of any
event of default described in section 1(a) of this article III with respect to
any Credit Bank Note, if such event of default shall not have been cured upon
the expiration of 300 days after the occurrence of such event of default, and if
the Credit Bank shall, in writing, request the Government to seek the
appointment of a receiver of the Mortgaged Property as described in section
1(cc) of this article III, the Government shall, on or before the expiration of
60 days from the date of such written request, exercise such remedy on behalf of
all noteholders if, and to the extent, permitted by applicable law. If the
Government fails to exercise such remedy at such time, and if all payments in
respect of principal and interest which shall have then become due and payable
by the terms of such Credit Bank Note or Credit Bank Notes (other than as a
result of an acceleration) shall not have been paid to the Credit Bank, the
Credit Bank may forthwith exercise such remedy on behalf of all noteholders. If,
upon the expiration of 720 days after the occurrence of such event of default
described in section 1(a) of this article III with respect to any Credit Bank
Note, all payments in respect of principal and interest which shall have then
become due and payable by the terms of such Credit Bank Note or Credit Bank
Notes (other than as a result of an acceleration) shall not have been paid to
the Credit Bank, the Credit Bank may forthwith exercise on behalf of all
noteholders any right or remedy described in section 1 of this article III. The
Credit Bank shall not be entitled to exercise and enforce any remedies under
this Mortgage except as set forth in this section 2.
(4) Nothing in this Mortgage contained shall affect or impair the right
existing other than under this Mortgage of any holder of any note which may be
secured hereby to enforce the payment of the principal of or interest on and
other amounts payable under such note on the date or dates any such interest or
principal or other amounts shall become due and payable whether by acceleration
or otherwise in accordance with the terms of such note; PROVIDED, HOWEVER, that
no acceleration by any holder of any note other than the Government shall be
effective unless in accordance with sections 2(b) or 2(c) of this article III.
Nothing contained in this Mortgage shall affect or impair the ability of the
Credit Bank to pursue any and all remedies available to the Credit Bank under
the Credit Agreement or the Credit Bank Notes.
(c) Notwithstanding the provisions of subsections (a) and (b) of this section
or anything else to the contrary contained herein, if one or more of the above
events of default occurs and if in addition an event of default exists under any
Pollution Control Bond Indenture, then in each and every such case the Trustee
acting under such Pollution Control Bond Indenture, to the extent permitted by
applicable state law on behalf of the holders of the Pollution Control Notes
relating thereto, may, in its discretion, and shall, if directed by the holders
of not less than 50 percent in aggregate principal amount of the Pollution
Control Bonds then outstanding which have been authorized and delivered under
such Pollution Control Bond Indenture, without protest, presentment or demand,
declare all unpaid principal of, accrued interest on, and any and all other
amounts payable under the Pollution Control Notes issued in respect of such
Pollution Control Bonds to be due and payable immediately, and upon any such
declaration and upon notice of such declaration delivered to the Mortgagor and
all other Mortgagees, all such unpaid principal, accrued interest, and other
amounts so declared to be due and payable shall become and be due and payable
immediately; PROVIDED, HOWEVER, that said Trustee shall rescind any such
declaration upon the written request of the then majority noteholders unless at
the time of such request a holder of any note other than any Pollution Control
Note has hereunder validly and effectively declared all unpaid principal of and
accrued interest on such note to be due and payable immediately and such
declaration remains valid and in effect. In case of any such rescission the
above-referenced Trustee, holders of the Pollution Control Bonds and holders of
the Pollution Control Notes issued in respect of such Pollution Control Bonds
shall be restored to their former positions and rights hereunder respectively;
but no such rescission shall extend to any subsequent or other default or event
of default or impair any right consequent thereon, nor shall such rescission
extend to any instance in which the holder of any note other than a Pollution
Control Note has subsequent to such rescission declared all unpaid principal of
and accrued interest on such other note to be due and payable immediately.
(d) Notwithstanding anything to the contrary contained herein, if a default
or defaults under section 1(a) of article III shall exist with respect to one or
more Pollution Control Notes for a period of one continuous year, and if during
such one-year period (i) neither the Government nor CoBank exercises its
respective rights under this article III to take possession of the Mortgaged
Property and to manage, control and operate the Mortgaged Property, and (ii) no
receiver of the Mortgaged Property is appointed under section 1(cc) of article
III; then in any such case the holder of such note or notes shall on behalf of
all noteholders be entitled as a matter of right, upon application
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to a court of competent jurisdiction, to have appointed a receiver of the
Mortgaged Property and of all rents, income, revenues and profits pertaining
thereto or arising therefrom derived, received or had by the Mortgagor, and such
receiver shall have all the usual powers and duties of receivers in like and
similar cases, to the fullest extent permitted by law, and if any such holder
shall make application for the appointment of a receiver under this paragraph
(d) of section 2 of article III, the Mortgagor hereby expressly consents that
the court to which such application shall be made may, irrespective of the
adequacy of the security, make said appointment. Any application of funds by
such receiver to payments in respect of notes shall be governed by section 5 of
article III of this Mortgage. In the event of the appointment of a receiver
under this paragraph (d) of section 2 of article III, the Government will give
any consent to or approval of the rates, rents or other charges for electric
power and energy prescribed by such receiver which consent or approval may be
required pursuant to any contract or instrument to which the Mortgagor shall be
a party, within thirty (30) days after delivery to the Government of a
certificate of the receiver stating that such rates, rents or other charges are
necessary to produce revenues which shall be sufficient, but only sufficient,
with the revenues of the Mortgagor from all other sources, to meet the cost of
operation and maintenance (including, without limitation, replacements,
insurance, taxes and administrative and general overhead expenses) of the
generating plant, transmission system and related facilities of the Mortgagor,
the cost of any power and energy purchased for resale by the Mortgagor, the cost
of transmission service, and to make payments on account of principal of and
interest on all indebtedness of the Mortgagor. At such time as there exists no
default or defaults under section 1(a) of article III with respect to any
Pollution Control Note, such receiver shall be discharged by the court and shall
surrender possession and control of the Mortgaged Property to the Mortgagor.
The rights of the noteholders and of any receiver under this section 2 shall
be subject to any federal or state law, regulation, license or permit applicable
to the operation of the Mortgaged Property.
SECTION 3. The Mortgagor covenants that it will give immediate written notice
to the Mortgagees and to all noteholders of the occurrence of an event of
default of which it has knowledge hereunder or under any of the Pollution
Control Bond Indentures or in the event that any right or remedy described in
clauses (aa) through (ee) of section 1 of this article III or clauses (a)
through (d) of section 2 of this article III or any right or remedy described in
any of the Pollution Control Bond Indentures is exercised or enforced, or any
action is taken to exercise or enforce any such right or remedy. Each Mortgagee
covenants that it will give immediate written notice to the other Mortgagees of
the occurrence of an event of default hereunder, under any of the Pollution
Control Bond Indentures of which it has knowledge or in the event that such
Mortgagee exercises or enforces any right or remedy described in said clauses
(aa) through (ee) or said clauses (a) through (d) or described in any of the
Pollution Control Bond Indentures, or takes any action to exercise or enforce
any such right or remedy. The Trustees further covenant that they will give
immediate written notice to the other Mortgagees of any use of moneys in any
Reserve Fund established under the Pollution Control Bond Indentures for the
payment of the principal of, premium, if any, and interest on any bonds issued
pursuant to any such Pollution Control Bond Indenture.
SECTION 4. At any sale hereunder any noteholder or noteholders shall have the
right to bid for and purchase the Mortgaged Property, or such part thereof as
shall be offered for sale, and any noteholder or noteholders purchasing
Mortgaged Property or any part thereof at such sale may, if permitted by law and
after allowing for the proportion of the total purchase price required to be
paid in cash, if any, for the cost and expenses of sale, compensation and other
charges incident thereto, apply the balance of principal and interest then due
under the note or notes held by such noteholder or noteholders against the
purchase price of the Mortgaged Property so purchased, in lieu of cash, up to
the amount which shall, upon distribution of the net proceeds of such sale, be
payable with respect to the note or notes held by such noteholder or
noteholders, and such amount so applied shall be credited as a payment on
account of principal of and interest on the note or notes held by such
noteholder or noteholders.
SECTION 5. Any proceeds or funds arising from the exercise of any rights or
the enforcement of any remedies herein provided after the payment or provision
for the payment of any and all costs and expenses incurred in connection with
the exercise of such rights or the enforcement of such remedies and any other
sums received by the Mortgagees, the disposition of which is not otherwise
herein specifically provided for, shall be applied first, to the payment of
indebtedness hereby secured other than under the notes; second, to the ratable
payment of interest which shall have accrued on the notes and which shall be
unpaid; third, to the ratable payment of or on account of the then outstanding
principal amount of the notes; fourth, to the ratable payment of any and all
other amounts
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payable under the notes; and the balance, if any, shall be paid to whosoever
shall be entitled thereto. Any proceeds or funds collected by the Government
under this Mortgage for the account or benefit of, or which are distributable or
attributable to, any holder of a note other than an REA Note or a Guaranteed
Note shall be held by the Government in trust for the benefit of such holder,
and in no event shall be deemed to be moneys received for the use of the United
States of America, or moneys of the United States of America, as contemplated by
31 U.S.C.A. (S)3302(b) (West 1983) or 31 U.S.C.A. (S) 3302(c) (West Supp. 1989).
SECTION 6. Every right or remedy herein conferred upon or reserved to the
Mortgagees or to the noteholders shall be cumulative and shall be in addition to
every other right and remedy given hereunder or now or hereafter existing at
law, or in equity, or by statute. The pursuit of any right or remedy hereunder
shall not be deemed to be an election and shall not preclude the pursuit of any
other right or remedy.
SECTION 7. The Mortgagor, for itself and all who may claim through or under
it, covenants that it will not at any time insist upon or plead, or in any
manner whatever claim, or take the benefit or advantage of, any appraisement,
valuation, stay, extension or redemption laws now or hereafter in force in any
locality where any of the Mortgaged Property may be situated, and the Mortgagor,
for itself and all who may claim through or under it, hereby waives the benefit
of all such laws unless such waiver shall be forbidden by law.
SECTION 8. If at any time after an event of default and prior to the
institution of foreclosure proceedings, all payments in respect of principal and
interest which shall have become due and payable by the terms of the notes shall
be paid to the respective noteholders, and all other defaults hereunder and
under the notes shall have been cured, together with reimbursement for any
resulting expense or damage, to the satisfaction of all the noteholders,
together with interest at the rate per annum charged by the party making such
advance, but no higher than the highest rate permitted by applicable law, then
and in every such case, the Mortgagee or Mortgagees or the noteholder or
noteholders, as the case may be, who shall have instituted any of the foregoing
remedies shall, by written notice to the Mortgagor, waive such default or
defaults, but no such waiver shall extend to or affect any subsequent default or
impair any right consequent thereon.
SECTION 9. For purposes of this article III, to the extent permitted by
applicable state law, each noteholder appoints the Mortgagee or Mortgagees
exercising any remedy as above provided as its attorney(s)-in-fact for such
purpose. The power and agency hereby granted are coupled with an interest and
are irrevocable by death, dissolution or otherwise.
SECTION 10. Nothing herein contained shall be deemed to authorize the
Mortgagees to authorize or consent to or accept or adopt on behalf of any
noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the notes or the rights of any holder thereof, or to authorize the
Mortgagees to vote in respect of the claim of any noteholder in any such
proceeding.
SECTION 11. Any rights of action and claims under this Mortgage or the notes
may be prosecuted and enforced by the Mortgagee or Mortgagees prosecuting and
enforcing the same without the possession of any of the notes or the production
thereof in any proceeding relating thereto, and, to the extent permitted by
applicable state law, any such proceeding instituted by any Mortgagee shall be
brought in its own name as attorney-in-fact for the noteholders, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Mortgagees, their
agents and counsel (but only to the extent actually incurred), be for the
ratable benefit of the noteholders in respect of which such judgment had been
recovered.
ARTICLE IV
POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE
SECTION 1. Until some one or more of the events of default shall have
happened, the Mortgagor shall be suffered and permitted to retain actual
possession of the Mortgaged Property, and to manage, operate and use the same
and any part thereof, with the rights and franchises appertaining thereto, and
to collect, receive, take, use and
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enjoy the rents, revenues, issues, earnings, income, products and profits
thereof or therefrom, subject to the provisions of this Mortgage.
SECTION 2. The assignments to the Mortgagees of all of the Mortgagor's right,
title and interest in, to and under contracts, licenses, franchises, ordinances,
privileges, permits, chattel paper, contract rights, leases, subleases,
agreements for the charter and subcharter of ships or other vessels (hereinafter
collectively referred to in this section 2 as the "assigned items"), to the
extent set forth in the granting clauses of this Mortgage, constitutes an
assignment for security purposes. Notwithstanding the preceding sentence, so
long as no event of default has occurred and is continuing hereunder, the
Mortgagor shall be suffered and permitted, to the exclusion of the Mortgagees,
to exercise in its own name all rights, powers and privileges under all of the
assigned items to the same extent as if no assignment had been contained in this
Mortgage.
Notwithstanding any other provision of this Mortgage to the contrary, the
Mortgagor shall at all times remain liable under each of the assigned items to
perform all of its duties and obligations thereunder to the same extent as if
there had been no assignment contained in this Mortgage. Furthermore, (i)
neither the assignment under this Mortgage nor the exercise by the Mortgagees of
the rights assigned hereunder shall cause the Mortgagees to become subject to
any obligation or liability under any of the assigned items, or release the
Mortgagor from any of its duties or obligations under any of the assigned items,
or any instrument or document relating thereto, except to the extent such
exercise by any Mortgagee shall constitute performance of such duties or
obligations, and (ii) no Mortgagee shall have any obligation by reason of the
assignment under this Mortgage to make any inquiry as to the sufficiency or
authorization for any payments received by it or to take any other action to
collect or enforce any claim for payment assigned hereunder.
SECTION 3. If the Mortgagor shall well and truly pay or cause to be paid the
whole amount of the principal of and interest on the notes at the times and in
the manner therein provided, according to the true intent and meaning thereof,
and shall also pay or cause to be paid all other sums payable under the REA Loan
Contract, the CoBank Loan Agreements, the Credit Agreement, the Pollution
Control Loan Agreements and hereunder by the Mortgagor and shall well and truly
keep and perform, according to the true intent and meaning of this Mortgage, all
covenants herein required to be kept and performed by it, then and in that case,
this instrument shall be cancelled and surrendered, it being intended by the
parties hereto that this instrument shall operate as a deed to secure debt and
not as a mortgage. In any event, each noteholder, upon payment in full to him by
the Mortgagor of all principal of and interest on any note held by him and the
payment and discharge by the Mortgagor of all charges due to such noteholder
under such noteholder's note(s) hereunder, shall execute and deliver to the
Mortgagor such instrument of satisfaction, discharge, release or reconveyance as
shall be required by law in the circumstances.
ARTICLE V
MISCELLANEOUS
SECTION 1. It is hereby declared to be the intention of each of the parties
hereto that all electric generating plants and appurtenances thereto,
transmission and distribution lines or systems, embraced in the Mortgaged
Property, including, without limitation, all rights of way and easements granted
or given to the Mortgagor or obtained by it to use real property in connection
with the construction, operation or maintenance of such plants, lines, or
systems, and all service and connecting lines, poles, posts, cross arms, wires,
cables, conduits, mains, pipes, tubes, transformers, insulators, meters,
electrical connections, lamps, fuses, junction boxes and fixtures forming part
of, or used in connection with, such plants, lines, or systems, and all other
property physically attached to any of the foregoing-described property, shall
be deemed to be real property.
SECTION 2. All of the covenants, stipulations, promises, undertakings and
agreements herein contained by or on behalf of the Mortgagor shall bind its
successors and assigns, whether so specified or not, and all titles, rights and
remedies hereby granted to or conferred upon the Mortgagees shall, subject to
the provisions of section 9 of this article V, pass to and inure to the benefit
of the successors and assigns of the Mortgagees and shall be deemed to be
granted or conferred for the ratable benefit and security of all who shall from
time to time be the holders of
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notes executed and delivered as herein provided. The Mortgagor and each of the
Mortgagees hereby agree to execute and deliver such consents, acknowledgements
and other instruments as may be reasonably requested by any of the Mortgagees or
any noteholder in connection with any assignment of the rights or interests of
any Mortgagee or any noteholder hereunder or under the notes. The Pollution
Control Notes may be assigned or otherwise transferred without the consent of
the Government, and the Mortgagor and each of the Mortgagees hereby agree to
execute and deliver such acknowledgements or other instruments as may be
reasonably requested by any of the Trustees or the holder of any Pollution
Control Note in connection with any assignment of the rights or interests of any
of the Trustees or holder of any Pollution Control Note. Notwithstanding the
foregoing, no sale, assignment or transfer of any CoBank Notes, and no
assignment of any right or power of CoBank hereunder, shall be effective as
against the Government or the Mortgagor, unless such sale, assignment or
transfer shall have been previously approved in writing by the Government, it
being understood that (a) no such approval shall be required for or in
connection with any assignment, transfer, mortgage, hypothecation or pledge
(hereinafter called a "security interest") by CoBank of any CoBank Notes or any
right or power of CoBank, either as Mortgagee or noteholder, in connection with
a borrowing by CoBank, provided that under the terms thereof the rights and
powers of CoBank under this Mortgage shall be exercised by CoBank unless and
until a default by CoBank exists under the terms governing such security
interest and that the restrictions herein contained shall not apply to any sale,
assignment, transfer or other disposition pursuant to the terms governing such
security interest and shall not apply to any such disposition by any person
other than CoBank, and (b) that no such approval shall be required for or in
connection with any participation by CoBank with a Farm Credit Institution
pursuant to and in accordance with the Farm Credit Act of 1971, as amended, and
the rules and regulations promulgated thereunder by the Farm Credit
Administration. Notwithstanding the foregoing, no sale, assignment or transfer
of any Credit Bank Notes, and no assignment of any right or power of the Credit
Bank hereunder, shall be effective as against the Government or the Mortgagor,
unless such sale, assignment or transfer shall have been previously approved in
writing by the Government. The Government and the Mortgagor hereby acknowledge
and agree that the Credit Bank may, without first obtaining the prior written
approval of the Government or the Mortgagor, assign and transfer rights to
receive proceeds under the Credit Agreement, the Credit Bank Notes and hereunder
to other financial institutions as described in section 3.02(c) of the Credit
Agreement and to transfer any or all of the Letters of Credit issued by the
Credit Bank's New York Branch to any other branch or agency of the Credit Bank.
SECTION 3. The descriptive headings of the various articles of this Mortgage
were formulated and inserted for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
SECTION 4. All demands, notices, reports, approvals, designations, or
directions required or permitted to be given hereunder shall be in writing and
shall be deemed to be properly given if mailed by registered mail addressed to
the proper party or parties at the following addresses:
As to the Mortgagor:
Oglethorpe Power Corporation
2100 East Exchange Place
P.O. Box 1349
Tucker, Georgia 30085-1349
As to the Mortgagees:
The Government:
Rural Electrification Administration
U.S. Department of Agriculture
Washington, D.C. 20250-1500
CoBank:
National Bank for Cooperatives
Suite 1900
200 Galleria Parkway
Atlanta, Georgia 30339
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The Credit Bank:
Credit Suisse
Tower 49
12 E. 49th Street
New York, New York 10017
Attention: Public Finance Department
The Trustees:
Trust Company Bank
P.O. Box 4625
Atlanta, Georgia 30302
and as to any other person, firm, corporation or governmental body or agency
having an interest herein by reason of being the holder of any note or
otherwise, at the last address designated by such person, firm, corporation,
governmental body or agency to the Mortgagor and the Mortgagees. The Mortgagor
or the Mortgagees may from time to time designate to each other a new address to
which demands, notices, reports, approvals, designations or directions may be
addressed and from and after any such designation the address designated shall
be deemed to be the address of such party in lieu of the address hereinabove
given.
SECTION 5. The invalidity of any one or more phrases, clauses, sentences,
paragraphs or provisions of this Mortgage shall not affect the remaining
portions hereof, nor shall any such invalidity as to one Mortgagee or as to any
holder of notes hereunder affect the rights of any other Mortgagee or any other
holder of notes.
SECTION 6. GLOSSARY OF TERMS
The following terms shall for all purposes under this Mortgage have the
meanings herein specified, except as otherwise expressly provided or unless the
context otherwise requires:
"ACCOUNT NUMBER" shall mean an Account Number included in the Uniform System
of Accounts as of December 1, 1989; any reference to a specific Account Number
shall include any other Account Number which may be thereafter prescribed by REA
with respect to the information contemplated by such specified Account Number,
and, if no Account Number shall be applicable after such date to the accounts of
the Mortgagor for the information contemplated by such specified Account Number,
such reference shall apply to the corresponding information otherwise determined
in an appropriate manner.
"ACT" shall mean the Rural Electrification Act of 1936, as amended, including
without limitation the amendment thereof of May 11, 1973, by P.L. 93-32 (7
U.S.C.A. (S)(S)901-950b (West 1980 & Supp. 1991)).
"ADDITIONAL COBANK NOTES" shall mean all additional notes and refunding,
renewal and substitute notes which may from time to time be executed and
delivered by the Mortgagor to CoBank pursuant to the CoBank Loan Agreements and
approved in writing by the Government pursuant to section 1 of article 1,
hereof.
"ADDITIONAL CREDIT BANK NOTES" shall mean any Credit Bank Notes other than
the First Credit Bank Note which may from time to time be executed and delivered
by the Mortgagor to the Credit Bank pursuant to the Credit Agreement, and
approved in writing by the Government pursuant to section 1 of article I hereof.
"ADDITIONAL GUARANTEED NOTES" shall mean all additional notes and refunding,
renewal and substitute notes which may from time to time be executed and
delivered by the Mortgagor to the Government to evidence obligations of the
Mortgagor to the Government on account of the guaranteeing by the Government,
pursuant to the Act, of the repayment by the Mortgagor of a loan or loans made
by a third party or parties to the Mortgagor or made by a third party or parties
to another third party or parties and assumed by the Mortgagor.
"ADDITIONAL NOTES" shall mean the Additional REA Notes, the Additional
Guaranteed Notes, the Additional Pollution Control Notes, the Additional Credit
Bank Notes and the Additional CoBank Notes.
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"ADDITIONAL OGLETHORPE-APPLING BONDS" shall mean Additional
Oglethorpe-Appling (1978 Bond Indenture) Bonds, Additional Oglethorpe-Appling
(1984 Bond Indenture) Bonds, Additional Oglethorpe-Appling (1985 Bond Indenture)
Bonds and Additional Oglethorpe-Appling (1993 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1978 Bond Indenture) Bonds of any series other than 1978
Oglethorpe-Appling (1978 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1984 Bond Indenture) Bonds of any series other than 1984
Oglethorpe-Appling (1984 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1985 Bond Indenture) Bonds of any series other than 1985
Oglethorpe-Appling (1985 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1993 Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Appling (1993 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes and Additional
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes.
"ADDITIONAL OGLETHORPE-APPLING (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1978 Trustee pursuant to the Oglethorpe-Appling 1978 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1984 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1984 Trustee pursuant to the Oglethorpe-Appling 1984 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1985 Trustee pursuant to the Oglethorpe-Appling 1985 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1993 Trustee pursuant to the Oglethorpe-Appling 1993 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE BONDS" shall mean Additional Oglethorpe-Burke
(1982 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1984 Bond Indenture)
Bonds, Additional Oglethorpe-Burke (1984B Bond Indenture) Bonds, Additional
Oglethorpe-Burke (1985 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1989
Bond Indenture) Bonds, Additional Oglethorpe-Burke (1992A Bond Indenture) Bonds,
Additional Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, Additional
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1993B Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1982 Bond Indenture) Bonds of any series other than 1982
Oglethorpe-Burke (1982 Bond Indenture) Bonds.
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"ADDITIONAL OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1984 Bond Indenture) Bonds of any series other than 1984
Oglethorpe-Burke (1984 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1984B Bond Indenture) Bonds of any series other than 1984
Oglethorpe-Burke (1984B Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1985 Bond Indenture) Bonds of any series other than 1985
Oglethorpe-Burke (1985 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1989 Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Burke (1989 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1992A Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Burke (1992A Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean
all Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds of any series other
than 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean
all Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds of any series other
than 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1993B Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Burke (1993B Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Additional Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control
Notes and Additional Oglethorpe-Burke (1993B Loan Agreement) Pollution Control
Notes.
"ADDITIONAL OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1982 Trustee pursuant to the Oglethorpe-Burke 1982 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1984 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1984 Trustee pursuant to the Oglethorpe-Burke 1984 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1984B Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1984B Trustee pursuant to the Oglethorpe-Burke 1984B Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1985 Loan Agreement)
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Pollution Control Note which may from time to time be executed and
delivered by the Mortgagor to the Oglethorpe-Burke 1985 Trustee pursuant to the
Oglethorpe-Burke 1985 Loan Agreement, and approved in writing by the Government
pursuant to section 1 of article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1989 Trustee pursuant to the Oglethorpe-Burke 1989 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1992A Trustee pursuant to the Oglethorpe-Burke 1992A Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL
NOTES" shall mean all Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution
Control Notes other than the First Oglethorpe-Burke (1992 (1993A) Loan
Agreement) Pollution Control Note which may from time to time be executed and
delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1993A) Trustee pursuant
to the Oglethorpe-Burke 1992 (1993A) Loan Agreement, and approved in writing by
the Government pursuant to section 1 of article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL
NOTES" shall mean all Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution
Control Notes other than the First Oglethorpe-Burke (1992 (1994A) Loan
Agreement) Pollution Control Note which may from time to time be executed and
delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1994A) Trustee pursuant
to the Oglethorpe-Burke 1992 (1994A) Loan Agreement, and approved in writing by
the Government pursuant to section 1 of article I, hereof.
"ADDITIONAL OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1993B Trustee pursuant to the Oglethorpe-Burke 1993B Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-HEARD BONDS" shall mean Additional Oglethorpe-Heard
(1978 Bond Indenture) Bonds and Additional Oglethorpe-Heard (1993 Bond
Indenture) Bonds.
"ADDITIONAL OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Heard (1978 Bond Indenture) Bonds of any series other than 1978
Oglethorpe-Heard (1978 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Heard (1993 Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Heard (1993 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes and Additional
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes.
"ADDITIONAL OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Heard (1978 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Heard 1978 Trustee pursuant to the Oglethorpe-Heard 1978 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
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"ADDITIONAL OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Heard 1993 Trustee pursuant to the Oglethorpe-Heard 1993 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-MONROE BONDS" shall mean Additional Oglethorpe-Monroe
(1982 Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond
Indenture) Bonds.
"ADDITIONAL OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Monroe (1982 Bond Indenture) Bonds of any series other than 1982
Oglethorpe-Monroe (1982 Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Monroe (1992A Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Monroe (1992A Bond Indenture) Bonds.
"ADDITIONAL OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and Additional
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes.
"ADDITIONAL OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Monroe 1982 Trustee pursuant to the Oglethorpe-Monroe 1982 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Monroe 1992A Trustee pursuant to the Oglethorpe-Monroe 1992A Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.
"ADDITIONAL POLLUTION CONTROL BONDS" shall mean the Additional
Oglethorpe-Appling Bonds, Additional Oglethorpe-Burke Bonds, Additional
Oglethorpe-Heard Bonds and Additional Oglethorpe-Monroe Bonds.
"ADDITIONAL POLLUTION CONTROL NOTES" shall mean the Additional
Oglethorpe-Appling Pollution Control Notes, Additional Oglethorpe-Burke
Pollution Control Notes, Additional Oglethorpe-Heard Pollution Control Notes and
Additional Oglethorpe-Monroe Pollution Control Notes.
"ADDITIONAL REA NOTES" shall mean all additional notes and refunding, renewal
and substitute notes which may from time to time be executed and delivered by
the Mortgagor to the Government to evidence (i) loans made by the Government,
acting through the Administrator, to the Mortgagor or (ii) indebtedness of the
Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a
third party or parties to the Government created by a loan or loans theretofore
made by the Government, acting through the Administrator, to such third party or
parties.
"ADMINISTRATOR" shall have the meaning specified in section 10 of article V
hereof.
"ADSCR" shall have the meaning specified in section 15A of article II hereof.
"APPLING AUTHORITY" shall mean the Development Authority of Appling County
(Georgia).
"BURKE AUTHORITY" shall mean the Development Authority of Burke County
(Georgia).
"CASH DISTRIBUTION" shall have the meaning specified in section 16 of article
II hereof.
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"CERTIFICATE OF AN INDEPENDENT ENGINEER" shall mean a certificate signed and
verified by an independent engineer appointed by the Mortgagor and approved by
the Mortgagee or Mortgagees who are entitled to receive such certificate, which
approval shall not be unreasonably withheld.
"COBANK" shall mean, from and after January 1, 1989, the National Bank for
Cooperatives, a bank chartered by the Government and supervised and examined by
the Farm Credit Administration, an independent agency of the Government,
successor by merger to Columbia Bank for Cooperatives and other banks for
cooperatives, and before January 1, 1989, Columbia Bank for Cooperatives.
"COBANK LOAN AGREEMENTS" shall mean the First CoBank Transmission Loan
Agreement, the Second CoBank Transmission Loan Agreement and any additional loan
agreements (including any amendments or supplements thereto) hereafter made
between the Mortgagor and CoBank, which have been approved by the Government in
writing, pursuant to which the Mortgagor may borrow additional funds from
CoBank, to be evidenced by CoBank Notes secured by this Mortgage.
"COBANK NOTES" shall mean the First CoBank Transmission Note, the Second
CoBank Transmission Note and any Additional CoBank Notes.
"CONTEMPORANEOUS LOAN" shall mean a loan made pursuant to a loan agreement or
agreements providing for a loan or loans secured by the Mortgage, the making of
which by either lender is conditioned upon the making of a loan, therein
described, by the other lender.
"CREDIT AGREEMENT" shall mean that certain First Amended and Restated Letter
of Credit Reimbursement Agreement dated as of June 1, 1992 (including any
amendments or supplements thereto) between the Mortgagor and the Credit Bank.
"CREDIT BANK" shall mean Credit Suisse, a banking corporation organized and
existing under the laws of Switzerland, acting by and through its New York
Branch.
"CREDIT BANK NOTES" shall mean the First Credit Bank Note and any Additional
Credit Bank Notes.
"DISTRIBUTION" shall have the meaning specified in section 16 of article II
hereof.
"DSC" shall have the meaning specified in section 15 of article II hereof.
"ENGINEER" shall mean a partnership, corporation or other business entity
engaged in the engineering profession or an individual who is a practicing
engineer.
"EQUITY" shall have the meaning specified in section 16 of article II hereof.
"EVENTS OF DEFAULT" shall have the meaning specified in section 1(a) through
1(i) of article III hereof.
"FAIR VALUE TO THE MORTGAGOR", when used with respect to any particular
property, shall mean the fair value to the Mortgagor of such property as of a
date not more than ninety (90) days prior to the date of any transaction with
respect to which the "fair value to the Mortgagor" of such property must be
determined.
"FIRST COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 30, 1983 (including any amendments or supplements
thereto) between the Mortgagor and CoBank. For purposes of this Mortgage the
CoBank First Transmission Loan Agreement is a Contemporaneous Loan.
"FIRST COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of
June 1, 1984, of the Mortgagor, identified in the Instruments Recital, issued to
evidence a loan by CoBank to the Mortgagor under the First CoBank Transmission
Loan Agreement.
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"FIRST CREDIT BANK NOTE" shall mean the mortgage note dated as of April 1,
1992, of the Mortgagor, identified in the Instruments Recital, issued to
evidence the Mortgagor's reimbursement obligation under the Credit Agreement to
pay to the Credit Bank amounts drawn under any Letter of Credit and other
amounts due and owing under the Credit Agreement.
"FIRST OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note.
"First Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note" shall
mean the Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1978
Oglethorpe-Appling (1978 Bond Indenture) Bonds.
"FIRST OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1984
Oglethorpe-Appling (1984 Bond Indenture) Bonds.
"FIRST OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1985
Oglethorpe-Appling (1985 Bond Indenture) Bonds.
"First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note" shall
mean the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Appling (1993 Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note and the
First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note.
"FIRST OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1982
Oglethorpe-Burke (1982 Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1984
Oglethorpe-Burke (1984 Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1984B Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1984B
Oglethorpe-Burke (1984B Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1985
Oglethorpe-Burke (1985 Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Burke (1989 Bond Indenture) Bonds.
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"FIRST OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Burke (1992A Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTE"
shall mean the Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control
Note, identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTE"
shall mean the Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control
Note, identified in the Instruments Recital, issued in connection with the 1994
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.
"FIRST OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Burke (1993B Bond Indenture) Bonds.
"FIRST OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note.
"FIRST OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1978
Oglethorpe-Heard (1978 Bond Indenture) Bonds.
"FIRST OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Heard (1993 Bond Indenture) Bonds.
"FIRST OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note.
"FIRST OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1982
Oglethorpe-Monroe (1982 Bond Indenture) Bonds.
"FIRST OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Monroe (1992A Bond Indenture) Bonds.
"FIRST POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Appling
Pollution Control Notes, the First Oglethorpe-Burke Pollution Control Notes, the
First Oglethorpe-Heard Pollution Control Notes and the First Oglethorpe-Monroe
Pollution Control Notes.
"FIRST REA TRANSMISSION NOTE" shall mean the mortgage note dated June 1, 1984
of the Mortgagor, identified in the Instruments Recital, issued to evidence a
loan made by the Government, acting through the Administrator, to the Mortgagor
under the REA Loan Contract.
"FISCAL DATE" shall have the meaning specified in section 12 of article II
hereof.
"GOVERNMENT" shall mean the United States of America.
"GUARANTEED NOTES" shall mean the Outstanding Guaranteed Notes and any
Additional Guaranteed Notes.
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"GUARANTEED LENDER" shall mean the Federal Financing Bank, an instrumentality
and wholly-owned corporation of the Government.
"HEARD AUTHORITY" shall mean the Development Authority of Heard County
(Georgia).
"INDEPENDENT ENGINEER" shall mean an engineer who is not connected with the
Mortgagor as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
"INSTRUMENTS RECITAL" shall mean the twenty-ninth recital of this Mortgage.
"LETTER OF CREDIT" shall mean any letter of credit issued pursuant to the
Credit Agreement to secure payments of the principal of and up to 205 days'
interest on and the purchase price of the 1992 Oglethorpe-Burke (1992A Bond
Indenture) Bonds, as such letter of credit may be amended, modified, extended or
supplemented.
"LONG-TERM LEASES" shall have the meaning specified in section 7 of article
II hereof.
"MAINTENANCE CREDIT" shall have the meaning specified in section 6(b) of
article II hereof.
"MAINTENANCE DEFICIT" shall have the meaning specified in section 6(b) of
article II hereof.
"MAJORITY NOTEHOLDERS" shall mean, at any time, the holder or holders
(including the Government so long as it is a holder of any notes then
outstanding) of notes the aggregate then outstanding principal amount of which
is greater than 50 percent of the aggregate then outstanding principal amount of
all notes.
"MAXIMUM DEBT LIMIT" shall mean ten billion dollars ($10,000,000,000).
"MONROE AUTHORITY" shall mean the Development Authority of Monroe County
(Georgia).
"MORTGAGE" shall mean this Consolidated Mortgage and Security Agreement and
any amendments or supplements hereto.
"MORTGAGED PROPERTY" shall mean all property of the Mortgagor subject to the
lien of this Mortgage, as described more fully in the granting clauses hereof.
"MORTGAGEES" shall mean the Government, CoBank, the Credit Bank and the
Trustees.
"MORTGAGOR" shall mean Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation).
"1978 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of November 1, 1978, as supplemented and amended by a First
Amendment dated as of January 11, 1979, and a Supplement and Second Amendment
dated April 30, 1980, by and between the Mortgagor, the Government and the Trust
Company Bank as trustee under certain outstanding pollution control bond
indentures designated therein and securing the Outstanding Notes identified
therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling
(1978 Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1978 Loan
Agreement) Pollution Control Notes.
"1978 OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1978 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1978 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1978 Bonds).
"1978 OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Heard (1978 Bond Indenture) Bonds authorized under the
Oglethorpe-Heard 1978 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1978 Bonds).
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"1982 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of September 15, 1982, by and between the Mortgagor, the
Government and the Trust Company Bank as trustee under certain outstanding
pollution control bond indentures designated therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, and Oglethorpe-Monroe (1982 Loan
Agreement) Pollution Control Notes.
"1982 OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1982 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1982 Bonds).
"1982 OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Monroe (1982 Bond Indenture) Bonds authorized under the
Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1982 Bonds).
"1984 JUNE MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of June 1, 1984, by and between the Mortgagor, the
Government, CoBank and the Trust Company Bank as trustee under certain
outstanding pollution control bond indentures designated therein and securing
the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and the CoBank
Notes.
"1984 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of December 1, 1984, by and between the Mortgagor,
the Government, CoBank and the Trust Company Bank as trustee under certain
outstanding pollution control bond indentures designated therein and securing
the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement)
Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution
Control Notes and the CoBank Notes.
"1984 OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1984 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1984 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1984 Bonds).
"1984 OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1984 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1984 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1984 Bonds).
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"1984 OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1984B Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1984B Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1984B Bonds).
"1985 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of October 15, 1985, by and between the Mortgagor, the
Government, CoBank and the Trust Company Bank as trustee under certain
outstanding pollution control bond indentures designated therein and securing
the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution
Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes
and the CoBank Notes.
"1985 OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1985 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1985 Bonds).
"1985 OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1985 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1985 Bonds).
"1988 SUPPLEMENTAL MORTGAGE" shall mean that certain First Supplement and
Amendment to Consolidated Mortgage and Security Agreement dated as of November
1, 1988, by and between the Mortgagor, the Government, CoBank and the Trust
Company Bank as trustee under certain outstanding pollution control bond
indentures designated therein and securing the Outstanding Notes identified
therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling
(1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan
Agreement) Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement)
Pollution Control Notes and the CoBank Notes.
"1989 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of December 1, 1989, as supplemented by a Supplement dated as
of November 21, 1990, by and among the Mortgagor, the Government, CoBank and the
Trust Company Bank as trustee under certain outstanding pollution control bond
indentures designated therein and securing the Outstanding Notes identified
therein, Additional Guaranteed Notes, Additional REA Notes, Oglethorpe-Appling
(1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement)
Pollution Control Notes, Oglethorpe-Heard (1978 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1984 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1984B Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement)
Pollution Control Notes, Oglethorpe-Monroe (1982 Loan Agreement) Pollution
Control Notes and the CoBank Notes.
"1992 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of December 1, 1992, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain outstanding pollution control bond indentures designated therein and
securing the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement)
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Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes.
"1992 APRIL MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of April 1, 1992, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain outstanding pollution control bond indentures designated therein and
securing the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes.
"1992 OCTOBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of October 1, 1992, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain outstanding pollution control bond indentures designated therein and
securing the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1978 Loan Agreement) Pollution Control
Notes, Oglethorpe-Appling (1984 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes.
"1992 OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1989 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992 Bonds).
"1992 OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992A Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992A Bonds).
"1992 OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds authorized under the
Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992A Bonds).
"1993 OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1993 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993 Bonds).
"1993 OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992 (1993A) Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993A Bonds).
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"1993 OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1993B Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1993B Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993B Bonds).
"1993 OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Heard (1993 Bond Indenture) Bonds authorized under the
Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993 Bonds).
"1994 OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992 (1994A) Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1994A Bonds).
"NOTEHOLDERS" shall mean the Mortgagees and the holders of notes.
"NOTES" shall mean the Outstanding Notes, the First Pollution Control Notes,
the First CoBank Transmission Note, the Second CoBank Transmission Note, the
First Credit Bank Note and the Additional Notes.
"OFFICER'S CERTIFICATE" shall have the meaning specified in section 6 of
article II hereof.
"OGLETHORPE-APPLING 1978 BOND INDENTURE" shall mean the Trust Indenture dated
as of November 1, 1978, between Appling Authority and the Oglethorpe-Appling
1978 Trustee relating to the Oglethorpe-Appling (1978 Bond Indenture) Bonds.
"OGLETHORPE-APPLING 1984 BOND INDENTURE" shall mean the Trust Indenture dated
as of November 1, 1984, between Appling Authority and the Oglethorpe-Appling
1984 Trustee relating to the Oglethorpe-Appling (1984 Bond Indenture) Bonds.
"OGLETHORPE-APPLING 1985 BOND INDENTURE" shall mean the Trust Indenture dated
as of October 15, 1985, between Appling Authority and the Oglethorpe-Appling
1985 Trustee relating to the Oglethorpe-Appling (1985 Bond Indenture) Bonds.
"OGLETHORPE-APPLING 1993 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Appling Authority and the Oglethorpe-Appling
1993 Trustee relating to the Oglethorpe-Appling (1993 Bond Indenture) Bonds.
"OGLETHORPE-APPLING BONDS" shall mean Oglethorpe-Appling (1978 Bond
Indenture) Bonds, Oglethorpe-Appling (1984 Bond Indenture) Bonds,
Oglethorpe-Appling (1985 Bond Indenture) Bonds and Oglethorpe-Appling (1993
Bond Indenture) Bonds.
"OGLETHORPE-APPLING (1978 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1978 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1978 Oglethorpe-Appling (1978
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1978 Bond Indenture)
Bonds.
"OGLETHORPE-APPLING (1984 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1984 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1984 Oglethorpe-Appling (1984
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1984 Bond Indenture)
Bonds.
"OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1985 Oglethorpe-Appling (1985
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1985 Bond Indenture)
Bonds.
"OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized
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under the Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered
in accordance with the provisions thereof, including 1993 Oglethorpe-Appling
(1993 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1993 Bond
Indenture) Bonds.
"OGLETHORPE-APPLING 1978 LOAN AGREEMENT" shall mean that certain loan
agreement dated November 1, 1978 (including any amendments or supplements
thereto), between the Mortgagor and Appling Authority.
"OGLETHORPE-APPLING 1984 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of November 1, 1984 (including any amendments or supplements
thereto), between the Mortgagor and Appling Authority.
"OGLETHORPE-APPLING 1985 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of October 15, 1985 (including any amendments or supplements
thereto), between the Mortgagor and Appling Authority.
"OGLETHORPE-APPLING 1993 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1993 (including any amendments or supplements
thereto), between the Mortgagor and Appling Authority.
"OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Oglethorpe-Appling
(1978 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1984 Loan
Agreement) Pollution Control Notes, Oglethorpe-Appling (1985 Loan Agreement)
Pollution Control Notes and Oglethorpe-Appling (1993 Loan Agreement) Pollution
Control Notes.
"OGLETHORPE-APPLING (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1978
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1978 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1978 Bond Indenture) Bonds.
"OGLETHORPE-APPLING (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1984
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1984 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1984 Bond Indenture) Bonds.
"OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1985
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1985 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1985 Bond Indenture) Bonds.
"OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1993
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1993 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1993 Bond Indenture) Bonds.
"OGLETHORPE-APPLING 1978 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1978 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-APPLING 1984 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1984 Bond Indenture, and any
successor trustee thereunder.
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"OGLETHORPE-APPLING 1985 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1985 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-APPLING 1993 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1993 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1982 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 15, 1982, between Burke Authority and the Oglethorpe-Burke 1982
Trustee relating to the Oglethorpe-Burke (1982 Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1984 BOND INDENTURE" shall mean the Trust Indenture dated
as of November 1, 1984, between Burke Authority and the Oglethorpe-Burke 1984
Trustee relating to the Oglethorpe-Burke (1984 Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1984B BOND INDENTURE" shall mean the Trust Indenture dated
as of December 1, 1984, between Burke Authority and the Oglethorpe-Burke 1984B
Trustee relating to the Oglethorpe-Burke (1984B Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1985 BOND INDENTURE" shall mean the Trust Indenture dated
as of October 15, 1985, between Burke Authority and the Oglethorpe-Burke 1985
Trustee relating to the Oglethorpe-Burke (1985 Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1989 BOND INDENTURE" shall mean the Trust Indenture dated
as of December 1, 1989, between Burke Authority and the Oglethorpe-Burke 1989
Trustee relating to the Oglethorpe-Burke (1989 Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1992A BOND INDENTURE" shall mean the Trust Indenture dated
as of April 1, 1992, between Burke Authority and the Oglethorpe-Burke 1992A
Trustee relating to the Oglethorpe-Burke (1992A Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1992 (1993A) BOND INDENTURE" shall mean the Trust Indenture
dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke
1992 (1993A) Trustee relating to the Oglethorpe-Burke (1992 (1993A) Bond
Indenture) Bonds.
"OGLETHORPE-BURKE 1992 (1994A) BOND INDENTURE" shall mean the Trust Indenture
dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke
1992 (1994A) Trustee relating to the Oglethorpe-Burke (1992 (1994A) Bond
Indenture) Bonds.
"OGLETHORPE-BURKE 1993B BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Burke Authority and the Oglethorpe-Burke 1993B
Trustee relating to the Oglethorpe-Burke (1993B Bond Indenture) Bonds.
"OGLETHORPE-BURKE BONDS" shall mean Oglethorpe-Burke (1982 Bond Indenture)
Bonds, Oglethorpe-Burke (1984 Bond Indenture) Bonds, Oglethorpe-Burke (1984B
Bond Indenture) Bonds, Oglethorpe-Burke (1985 Bond Indenture) Bonds,
Oglethorpe-Burke (1989 Bond Indenture) Bonds, Oglethorpe-Burke (1992A Bond
Indenture) Bonds, Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds,
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Oglethorpe-Burke (1993B
Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in
accordance with the provisions
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thereof, including 1982 Oglethorpe-Burke (1982 Bond Indenture) Bonds and
Additional Oglethorpe-Burke (1982 Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1984 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1984 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1984 Oglethorpe-Burke (1984
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1984 Bond Indenture)
Bonds.
"OGLETHORPE-BURKE (1984B BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1984B Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1984 Oglethorpe-Burke (1984B
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1984B Bond Indenture)
Bonds.
"OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1985 Oglethorpe-Burke (1985
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1985 Bond Indenture)
Bonds.
"OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1992 Oglethorpe-Burke (1989
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1989
Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue
Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized
under the Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered
in accordance with the provisions thereof, including 1992 Oglethorpe-Burke
(1992A Bond Indenture) Bonds and Additional Oglethorpe-Burke (1992A Bond
Indenture) Bonds.
"OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue
Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized
under the Oglethorpe-Burke 1992 (1993A) Bond Indenture and authenticated and
delivered in accordance with the provisions thereof, including 1993
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue
Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized
under the Oglethorpe-Burke 1992 (1994A) Bond Indenture and authenticated and
delivered in accordance with the provisions thereof, including 1994
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1993B Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1993 Oglethorpe-Burke (1993B
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1993B Bond Indenture)
Bonds.
"OGLETHORPE-BURKE 1982 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of September 15, 1982 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
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"OGLETHORPE-BURKE 1984 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of November 1, 1984 (including any amendments or supplements thereto),
between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1984B LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1984 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1985 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of October 15, 1985 (including any amendments or supplements thereto),
between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1989 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of December 1, 1989 (including any amendments or supplements thereto),
between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1992A LOAN AGREEMENT" shall mean that certain loan
agreement dated as of April 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1992 (1993A) LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1992 (1994A) LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE 1993B LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1993 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.
"OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Burke (1982
Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1984 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1984B Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke
(1992A Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1993A)
Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1992 (1994A) Loan
Agreement) Pollution Control Notes and Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Notes.
"OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1982 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1982 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1982 Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1984 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1984 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1984 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1984 Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1984B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1984B
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1984B Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1984B Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1985 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1985 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principle of and premium, if any, and interest on the
Oglethorpe-Burke (1985 Bond Indenture) Bonds.
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"OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1989 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1989 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1989 Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1992A
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1992A Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1992A Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1992 (1993A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor
under the Oglethorpe-Burke 1992 (1993A) Loan Agreement to pay to Burke Authority
an amount sufficient to pay the principal of and premium, if any, and interest
on the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1992 (1994A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor
under the Oglethorpe-Burke 1992 (1994A) Loan Agreement to pay to Burke Authority
an amount sufficient to pay the principal of and premium, if any, and interest
on the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.
"OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1993B
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1993B Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1993B Bond Indenture) Bonds.
"OGLETHORPE-BURKE 1982 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1982 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1984 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1984 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1984B TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1984B Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1985 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1985 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1989 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1989 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1992A TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1992A Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-BURKE 1992 (1993A) TRUSTEE" shall mean Trust Company Bank, a
banking corporation organized and existing under the laws of the State of
Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1993A) Bond
Indenture, and any successor trustee thereunder.
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"OGLETHORPE-BURKE 1992 (1994A) TRUSTEE" shall mean Trust Company Bank, a
banking corporation organized and existing under the laws of the State of
Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1994A) Bond
Indenture, and any successor trustee thereunder.
"OGLETHORPE-BURKE 1993B TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1993B Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-HEARD 1978 BOND INDENTURE" shall mean the Trust Indenture dated
as of November 1, 1978, between Heard Authority and the Oglethorpe-Heard 1978
Trustee relating to the Oglethorpe-Heard (1978 Bond Indenture) Bonds.
"OGLETHORPE-HEARD 1993 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Heard Authority and the Oglethorpe-Heard 1993
Trustee relating to the Oglethorpe-Heard (1993 Bond Indenture) Bonds.
"OGLETHORPE-HEARD BONDS" shall mean Oglethorpe-Heard (1978 Bond Indenture)
Bonds and Oglethorpe-Heard (1993 Bond Indenture) Bonds.
"OGLETHORPE-HEARD (1978 BOND INDENTURE) BONDS" shall mean Development
Authority of Heard County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Wansley Project) of any series authorized under the
Oglethorpe-Heard 1978 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1978 Oglethorpe-Heard (1978
Bond Indenture) Bonds and Additional Oglethorpe-Heard (1978 Bond Indenture)
Bonds.
"OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean Development
Authority of Heard County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Wansley Project) of any series authorized under the
Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1993 Oglethorpe-Heard (1993
Bond Indenture) Bonds and Additional Oglethorpe-Heard (1993 Bond Indenture)
Bonds.
"OGLETHORPE-HEARD 1978 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of November 1, 1978 (including any amendments or supplements thereto),
between the Mortgagor and Heard Authority.
"OGLETHORPE-HEARD 1993 LOAN AGREEMENT" shall mean that certain loan agreement
dated as of September 1, 1993 (including any amendments or supplements thereto),
between the Mortgagor and Heard Authority.
"OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Oglethorpe-Heard (1978
Loan Agreement) Pollution Control Notes and Oglethorpe-Heard (1993 Loan
Agreement) Pollution Control Notes.
"OGLETHORPE-HEARD (1978 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Heard (1978 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Heard 1978 Loan Agreement to pay Heard Authority an amount sufficient
to pay the principal of and premium, if any, and interest on the
Oglethorpe-Heard (1978 Bond Indenture) Bonds.
"OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Heard (1993 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Heard 1993 Loan Agreement to pay Heard Authority an amount sufficient
to pay the principal of and premium, if any, and interest on the
Oglethorpe-Heard (1993 Bond Indenture) Bonds.
"OGLETHORPE-HEARD 1978 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Heard 1978 Bond Indenture, and any
successor trustee thereunder.
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"OGLETHORPE-HEARD 1993 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Heard 1993 Bond Indenture, and any
successor trustee thereunder.
"OGLETHORPE-MONROE 1982 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 15, 1982, between Monroe Authority and the Oglethorpe-Monroe
1982 Trustee relating to the Oglethorpe-Monroe (1982 Bond Indenture) Bonds.
"OGLETHORPE-MONROE 1992A BOND INDENTURE" shall mean the Trust Indenture dated
as of October 1, 1992, between Monroe Authority and the Oglethorpe-Monroe 1992A
Trustee relating to the Oglethorpe-Monroe (1992A Bond Indenture) Bonds.
"OGLETHORPE-MONROE BONDS" shall mean Oglethorpe-Monroe (1982 Bond Indenture)
Bonds and Oglethorpe-Monroe (1992A Bond Indenture) Bonds.
"OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Scherer Project) of any series authorized under the
Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1982 Oglethorpe-Monroe (1982
Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1982 Bond Indenture)
Bonds.
"OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Scherer Project) of any series authorized under the
Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1992 Oglethorpe-Monroe (1992A
Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond Indenture)
Bonds.
"OGLETHORPE-MONROE 1982 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 15, 1982 (including any amendments or
supplements thereto), between the Mortgagor and Monroe Authority.
"OGLETHORPE-MONROE 1992A LOAN AGREEMENT" shall mean that certain loan
agreement dated as of October 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Monroe Authority.
"OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Monroe
(1982 Loan Agreement) Pollution Control Notes and Oglethorpe-Monroe (1992A Loan
Agreement) Pollution Control Notes.
"OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in connection with the Oglethorpe-Monroe
(1982 Bond Indenture) Bonds to evidence the obligation of the Mortgagor under
the Oglethorpe-Monroe 1982 Loan Agreement to pay to Monroe Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Monroe (1982 Bond Indenture) Bonds.
"OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in connection with the Oglethorpe-Monroe
(1992A Bond Indenture) Bonds to evidence the obligation of the Mortgagor under
the Oglethorpe-Monroe 1992A Loan Agreement to pay to Monroe Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds.
"OGLETHORPE-MONROE 1982 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Monroe 1982 Bond Indenture, and any
successor trustee thereunder.
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"OGLETHORPE-MONROE 1992A TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Monroe 1992A Bond Indenture, and any
successor trustee thereunder.
"OTHER FINANCING ARRANGEMENT" shall mean any arrangement pursuant to which
the Mortgagor enters into a long term contract for the purchase or other
acquisition of property, power, energy, goods or services or the acquisition of
the right to use any property (whether by lease or otherwise) or the output or
service of any property.
"OUTSTANDING GUARANTEED NOTES" shall mean all mortgage notes of the Mortgagor
outstanding on the date hereof payable to the order of the Guaranteed Lender,
the payment of which is guaranteed by the Government pursuant to the Act,
including the notes identified in the Instruments Recital as "Outstanding
Guaranteed Notes."
"OUTSTANDING NOTES" shall mean the Outstanding REA Notes and the Outstanding
Guaranteed Notes.
"OUTSTANDING REA NOTES" shall mean all mortgage notes of the Mortgagor,
including the First REA Transmission Note and the Second REA Transmission Note,
outstanding on the date hereof payable to the order of the Government which
evidence indebtedness created by loans made by the Government pursuant to the
Act under the REA Loan Contract.
"POLLUTION CONTROL BONDS" shall mean the Oglethorpe-Appling Bonds, the
Oglethorpe-Burke Bonds, the Oglethorpe-Heard Bonds and the Oglethorpe-Monroe
Bonds.
"POLLUTION CONTROL BOND INDENTURES" shall mean the Oglethorpe-Appling 1978
Bond Indenture, the Oglethorpe-Appling 1984 Bond Indenture, the
Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling 1993 Bond
Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the Oglethorpe-Burke 1984
Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture, the Oglethorpe-Burke
1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond Indenture, the
Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992 (1993A) Bond
Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the
Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture,
the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond
Indenture and the Oglethorpe-Monroe 1992A Bond Indenture.
"POLLUTION CONTROL LOAN AGREEMENTS" shall mean the Oglethorpe-Appling 1978
Loan Agreement, the Oglethorpe-Appling 1984 Loan Agreement, the
Oglethorpe-Appling 1985 Loan Agreement, the Oglethorpe-Appling 1993 Loan
Agreement, the Oglethorpe-Burke 1982 Loan Agreement, the Oglethorpe-Burke 1984
Loan Agreement, the Oglethorpe-Burke 1984B Loan Agreement, the Oglethorpe-Burke
1985 Loan Agreement, the Oglethorpe-Burke 1989 Loan Agreement, the
Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke 1992 (1993A) Loan
Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement, the
Oglethorpe-Burke 1993B Loan Agreement, the Oglethorpe-Heard 1978 Loan Agreement,
the Oglethorpe-Heard 1993 Loan Agreement, the Oglethorpe-Monroe 1982 Loan
Agreement and the Oglethorpe-Monroe 1992A Loan Agreement.
"POLLUTION CONTROL NOTES" shall mean the Oglethorpe-Appling Pollution Control
Notes, the Oglethorpe-Burke Pollution Control Notes, the Oglethorpe-Heard
Pollution Control Notes and the Oglethorpe-Monroe Pollution Control Notes.
"REA" shall mean the Rural Electrification Administration.
"REA LOAN CONTRACT" shall mean that certain Amended and Consolidated Loan
Contract dated as of June 1, 1984 (as heretofore and hereafter amended or
supplemented), which amended and consolidated the Loan Contract dated as of
January 7, 1975, between the Mortgagor and the Government (as such Loan Contract
had theretofore been amended or supplemented).
"REA NOTES" shall mean the Outstanding REA Notes and any Additional REA
Notes.
"RESTRICTED PROPERTY" shall have the meaning specified in section 7 of
article II hereof.
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"SECOND REA TRANSMISSION NOTE" shall mean the mortgage note dated November 1,
1984, of the Mortgagor, identified in the Instruments Recital, issued to
evidence a loan made by the Government, acting through the Administrator, to the
Mortgagor under the REA Loan Contract.
"SECOND COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 14, 1984 (including any amendments or
supplements thereto) between the Mortgagor and CoBank. For purposes of this
Mortgage the Second CoBank Transmission Loan Agreement is a Contemporaneous
Loan.
"SECOND COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of
November 1, 1984, of the Mortgagor, identified in the Instruments Recital,
issued to evidence a loan made by CoBank to the Mortgagor under the Second
CoBank Transmission Loan Agreement.
"STANDARD" shall have the meaning specified in section 6(b) of article II
hereof.
"SUBORDINATED INDEBTEDNESS" shall have the meaning specified in section 16 of
article II hereof.
"TIER" shall have the meaning specified in section 15 of article II hereof.
"TRUSTEES" shall mean the Oglethorpe-Appling 1978 Trustee, the
Oglethorpe-Appling 1984 Trustee, the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Burke 1993B Trustee, the
Oglethorpe-Heard 1978 Trustee, the Oglethorpe-Heard 1993 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee.
"UNIFORM COMMERCIAL CODE" shall have the meaning specified in the last
recital of this Mortgage.
"UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts
prescribed by REA for its Electric Borrowers as of December 1, 1989, as such
Uniform System of Accounts may be amended or supplemented by REA from time to
time.
The words "herein", "hereby", "hereunder", "hereof", "hereinbefore",
"hereinafter" and other equivalent words refer to the Mortgage, as from time to
time amended and supplemented, and not solely to the particular portion of the
Mortgage in which any such word is used.
Accounting terms not referred to above are used in this Mortgage in
accordance with the meanings given them in the Uniform System of Accounts or,
failing provision therefor in said System, the meanings given them by generally
accepted accounting principles. Any reference herein to "directors" or "board of
directors" shall also be deemed to include "trustees" or "board of trustees" as
the case may be.
SECTION 7. To the extent that any of the property described or referred to in
this Mortgage is governed by the provisions of the Uniform Commercial Code, this
Mortgage is hereby deemed a "security agreement" under the Uniform Commercial
Code, and a "financing statement" under the Uniform Commercial Code for said
security agreement. The mailing addresses of the Mortgagor as debtor, and of the
Mortgagees as secured parties, are as set forth in section 4 of this article V.
SECTION 8. The Mortgagor agrees to indemnify and save harmless each of the
Mortgagees against any liability or damages which any of them may incur or
sustain in the exercise and performance of their powers and duties hereunder.
For such reimbursement and indemnity, the Mortgagees shall be secured under this
Mortgage in the same manner as the notes and all such reimbursements for expense
or damages shall be paid to the Mortgagees incurring or suffering the same with
interest at the rate specified in section 9 of article II hereof.
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SECTION 9. At all times when any note is held by the Government, or in the
event the Government shall assign a note without having insured the payment of
such note, this Mortgage shall secure payment of such note for the benefit of
the Government or such uninsured holder thereof, as the case may be. Whenever
any note may be sold to an insured purchaser, it shall continue to be considered
a "note" as defined herein, but as to any such insured note the Government, and
not such insured purchaser, shall be considered to be, and shall have the rights
of, the noteholder for purposes of this Mortgage. Notice of the rights of the
Government under the preceding sentence shall be set forth in all such insured
notes. As to any note which may evidence a loan or loans guaranteed pursuant to
the Act, the Government, and not the guaranteed lender or lenders, shall be
considered to be, and shall have the rights of, the noteholder for purposes of
this Mortgage.
SECTION 10. Any reference herein to the Administrator shall be deemed to mean
the Administrator of the Rural Electrification Administration or his duly
authorized representative or any other person or authority in whom may be vested
the duties and functions which the Administrator is now or may hereafter be
authorized by law to perform.
SECTION 11. This Mortgage may be simultaneously executed in any number of
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
SECTION 12. The consent of neither the Credit Bank, the Trustees nor CoBank
shall be required for any waiver of or amendment to any of the following
provisions of this Mortgage if the waiver or amendment shall have been approved
in writing by the Government:
(a) The definition of "Maximum Debt Limit" contained in section 6 of
article V of this Mortgage;
(b) Section 6(b) of article II of this Mortgage;
(c) Section 8 of article II of this Mortgage (except with respect to
inclusion of CoBank, the Credit Bank or any of the Trustees as a mortgagee in
insurance policies, if any, which may from time to time be required by such
section 8 of article II); and
(d) Section 15 of article II of this Mortgage.
Notwithstanding anything in this section 12 to the contrary, the prior written
consent of the Credit Bank shall be required for any waiver of or amendment to
section 8 of article II if the effect thereof is to increase the deductibles or
reduce the classes or amounts of insurance required, and for any waiver to or
amendment of section 15 of article II if the effect thereof is to reduce the
TIER and DSC requirements except as expressly therein provided.
In addition, this Mortgage may be amended in any way without the consent of any
noteholder if such amendment is expressed to take effect only after the notes
held by such non-consenting noteholder and other amounts due to such
non-consenting noteholder hereunder have been paid in full. The Credit Bank, the
Trustees and CoBank will from time to time upon written demand of the Government
execute, acknowledge and deliver all such further supplemental mortgages or
other instruments as may reasonably be requested by the Government to effect any
such amendment or to effect the perfection of the Mortgage as so amended.
Subject to section 13 of this article V and, with respect to the
Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992 (1994A)
Trustee, section 14 of this article V, no other provision of this Mortgage may
be waived or amended without the prior written consent of each of the Credit
Bank, the Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992
(1994A) Trustee; PROVIDED, HOWEVER, this provision shall not effect the exercise
by the Government of any discretion vested in it pursuant to the terms of this
Mortgage.
SECTION 13. The consent of neither the Credit Bank, the Trustees nor CoBank
shall be required for any waiver of any provision of or amendment to this
Mortgage in the circumstances specified in sections 3 and 5 of article II of
this Mortgage or for any one or more of the following purposes:
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(a) To convey, transfer and assign to the Mortgagees and to subject to the
lien of this Mortgage, with the same force and effect as though included in
the granting clause hereof, additional property; and
(b) To add to the covenants of the Mortgagor further covenants,
restrictions or conditions for the protection of the holders of the notes
secured hereby, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an event of default permitting the enforcement of
any or all of the several remedies provided in this Mortgage as herein set
forth. Any such additional covenant, restriction or condition may provide for
a period of grace after default or may provide for an immediate enforcement
upon such default or may limit the remedies available to the Mortgagees upon
such default.
The Credit Bank, the Trustees and CoBank will from time to time upon written
demand of the Government execute, acknowledge and deliver all such further
supplemental mortgages or other instruments as may be reasonably requested by
the Government to effect any such amendment.
SECTION 14. Notwithstanding anything contained herein to the contrary, the
consent of neither the Oglethorpe-Monroe 1992A Trustee, the Oglethorpe-Burke
1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the
Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1993B Trustee nor the
Oglethorpe-Heard 1993 Trustee shall be required to waive, amend or supplement
this Mortgage or any provision hereof or to substitute as a replacement for this
Mortgage an alternate mortgage, deed to secure debt, deed of trust, trust
indenture or other security instrument provided:
(a) this Mortgage as so waived, amended or supplemented or any such alternate
security instrument (the "New Mortgage"): (i) secures equally and ratably the
payment of the principal of and interest on such of the notes immediately
theretofore secured under this Mortgage as are to remain outstanding,
including the Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control
Notes, the Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control
Notes, the Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control
Notes, the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes,
the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes and the
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes, and (ii)
creates a lien on substantially all of the real and tangible personal
property of the Mortgagor then subject to the Mortgage, which property shall
then be subject to no prior lien for borrowed money except for prior liens
permitted by this Mortgage and existing on the date the New Mortgage becomes
effective and such prior liens arising thereafter as shall be permitted by
the New Mortgage; and
(b) the Mortgagor shall furnish to each of the Oglethorpe-Monroe 1992A
Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992
(1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke
1993B Trustee and the Oglethorpe-Heard 1993 Trustee written evidence from any
two nationally recognized securities rating agencies then rating the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds, the Oglethorpe-Burke (1992
(1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A) Bond
Indenture) Bonds, the Oglethorpe-Appling (1993 Bond Indenture) Bonds, the
Oglethorpe-Burke (1993B Bond Indenture) Bonds and the Oglethorpe-Heard (1993
Bond Indenture) Bonds, respectively, that their respective ratings of the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds, the Oglethorpe-Burke (1992
(1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A) Bond
Indenture) Bonds, the Oglethorpe-Appling (1993 Bond Indenture) Bonds, the
Oglethorpe-Burke (1993B Bond Indenture) Bonds and the Oglethorpe-Heard (1993
Bond Indenture) Bonds will not be withdrawn or reduced as a result of such
amendment, modification, supplement or substitution.
From time to time upon written request of the Mortgagor, the Oglethorpe-Monroe
1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke
1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke
1993B Trustee and the Oglethorpe-Heard 1993 Trustee will execute, acknowledge
and deliver all such waivers, amendments, supplements or substitute mortgages,
deeds to secure debt, deeds of trust or other similar security instruments as to
which the consent of the referenced Trustees is not required as provided in this
section 14. This section 14 is not intended and shall not be construed to
enlarge or diminish the authority
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or power of any of the Trustees under the terms and conditions of the Pollution
Control Bond Indentures to consent to any waiver of or amendment or supplement
to this Mortgage or to any substitution for this Mortgage.
SECTION 15. Any provision of this Mortgage to the contrary notwithstanding,
this Mortgage is intended to constitute a deed to secure debt and a security
agreement conveying legal title to the Mortgaged Property and is not intended to
constitute a mortgage. This Mortgage shall be construed in accordance with the
existing laws of the State of Georgia relating to deeds to secure debt and in
accordance with the provisions of the Uniform Commercial Code of the State of
Georgia relating to security agreements. To this end, the following definitions
shall apply:
(a) The word "Mortgage" shall, when used as a noun, include "deed to secure
debt."
(b) The word "mortgage" shall, when used as a verb, include "grant, bargain,
and sell."
(c) The word "Mortgagor" shall include "Grantor."
(d) The word "Mortgagee" shall include "Grantee."
(e) The word "lien" or "mortgage lien" shall include "security title."
SECTION 16. The effect and meaning of this Mortgage and the rights of all
parties hereunder shall be governed by, and construed according to, the laws of
the State of Georgia.
SECTION 17. This Mortgage shall be effective upon execution and delivery by
the Mortgagor and the Mortgagees.
In the event the First Oglethorpe-Appling (1993 Loan Agreement) Pollution
Control Note is not duly authorized, executed and delivered by the Mortgagor
prior to March 31, 1994, then: (a) the Oglethorpe-Appling (1993 Loan Agreement)
Pollution Control Notes shall not be notes for any purpose under this Mortgage
and shall not be secured by this Mortgage; (b) the Oglethorpe-Appling 1993
Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right,
title, remedy or power herein provided to the Oglethorpe-Appling 1993 Trustee,
as Mortgagee or otherwise, shall be null and void and without force and effect;
(d) this Mortgage shall continue in full force and effect as if this Mortgage
had been executed solely by the Mortgagor, the Government, CoBank, the Credit
Bank, the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee,
the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such
of the other Trustees as are Mortgagees hereunder; and (e) the
Oglethorpe-Appling 1993 Trustee shall file or cause to be filed such documents
and instruments in such offices as may be reasonably requested by the Mortgagor
or the Government to evidence that the Oglethorpe-Appling 1993 Trustee is not a
party to this Mortgage. The Mortgagor shall execute and deliver the First
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note only upon the
consent in writing of the Government to such execution and delivery which
consent shall not be unreasonably withheld.
In the event the First Oglethorpe-Burke (1993B Loan Agreement) Pollution
Control Note is not duly authorized, executed and delivered by the Mortgagor
prior to March 31, 1994, then: (a) the Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Notes shall not be notes for any purpose under this Mortgage
and shall not be secured by this Mortgage; (b) the Oglethorpe-Burke 1993B
Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right,
title, remedy or power herein provided to the Oglethorpe-Burke 1993B Trustee, as
Mortgagee or otherwise, shall be null and void and without force and effect; (d)
this Mortgage shall continue in full force and effect as if this Mortgage had
been executed solely by the Mortgagor, the Government, CoBank, the Credit Bank,
the Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such
of the other Trustees as are Mortgagees hereunder; and (e) the Oglethorpe-Burke
1993B Trustee shall file or cause to be filed such documents and instruments in
such offices as may be reasonably requested by the Mortgagor or the
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Government to evidence that the Oglethorpe-Burke 1993B Trustee is not a party to
this Mortgage. The Mortgagor shall execute and deliver the First
Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note only upon the
consent in writing of the Government to such execution and delivery which
consent shall not be unreasonably withheld.
In the event the First Oglethorpe-Heard (1993 Loan Agreement) Pollution
Control Note is not duly authorized, executed and delivered by the Mortgagor
prior to March 31, 1994, then: (a) the Oglethorpe-Heard (1993 Loan Agreement)
Pollution Control Notes shall not be notes for any purpose under this Mortgage
and shall not be secured by this Mortgage; (b) the Oglethorpe-Heard 1993 Trustee
shall not be a Mortgagee or "noteholder" hereunder; (c) any right, title, remedy
or power herein provided to the Oglethorpe-Heard 1993 Trustee, as Mortgagee or
otherwise, shall be null and void and without force and effect; (d) this
Mortgage shall continue in full force and effect as if this Mortgage had been
executed solely by the Mortgagor, the Government, CoBank, the Credit Bank, the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Heard 1978 Trustee, the
Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and such
of the other Trustees as are Mortgagees hereunder; and (e) the Oglethorpe-Heard
1993 Trustee shall file or cause to be filed such documents and instruments in
such offices as may be reasonably requested by the Mortgagor or the Government
to evidence that the Oglethorpe-Heard 1993 Trustee is not a party to this
Mortgage. The Mortgagor shall execute and deliver the First Oglethorpe-Heard
(1993 Loan Agreement) Pollution Control Note only upon the consent in writing
of the Government to such execution and delivery which consent shall not be
unreasonably withheld.
SECTION 18. The Mortgagor and the Mortgagees intend, in the event that the
Government is to cease to be a noteholder secured by this Mortgage, that
amendments to this Mortgage be made to delete herefrom such covenants,
agreements and other provisions as may no longer be appropriate in the absence
of the Government as a Mortgagee hereunder and to designate which Mortgagee or
Mortgagees, if any, should be entitled to exercise the remaining various rights,
powers and duties reserved to the Government hereunder. In the event that such
amendments should not be made prior to the time the Government ceases to be a
noteholder hereunder, the rights, powers and duties reserved to the Government
hereunder shall be exercisable by the majority noteholders until such amendment
and modification shall become effective; provided, however, that the foregoing
provisions of this sentence shall not relieve the Mortgagor or any Mortgagee
from negotiating diligently and in good faith to agree upon the amendments
contemplated by this section 18.
SECTION 19. A Mortgagee acting hereunder shall not be liable to the
Mortgagor, the other Mortgagees or any noteholder except for losses resulting
from gross negligence or willful misfeasance.
SECTION 20. Notwithstanding anything to the contrary contained herein, unless
and until Burke Authority makes a loan to the Mortgagor as provided in Section
4.1 of (i) the Oglethorpe-Burke 1992 (1993A) Loan Agreement and the proceeds of
such loan are applied in partial prepayment of the First Oglethorpe-Burke (1984
Loan Agreement) Pollution Control Note and the First Oglethorpe-Burke (1984B
Loan Agreement) Pollution Control Note pursuant to Section 8.1 of the
Oglethorpe-Burke 1984 Loan Agreement and Section 8.1 of the Oglethorpe-Burke
1984B Loan Agreement; or (ii) the Oglethorpe-Burke 1992 (1994A) Loan Agreement
and the proceeds of such loan are applied in partial prepayment of the First
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note pursuant to
Section 8.1 of the Oglethorpe-Burke 1985 Loan Agreement:
(a) No prepayment shall be required on the related First Oglethorpe-Burke
Pollution Control Note pursuant to the following provisions of this Mortgage:
(1) Section 5(c)(aa) of article II (regarding pro rata prepayment of the
notes from the proceeds of a sale of Mortgaged Property);
(2) Section 5(c)(bb)C of article II (regarding pro rata prepayment of
the notes from the proceeds of a sale of Mortgaged Property);
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(3) Section 6(b) of article II (regarding pro rata prepayment of the
notes from amounts paid by the Mortgagor in connection with a Maintenance
Deficit);
(4) Section 8(b) of article II (regarding pro rata prepayment of the
notes from proceeds of insurance or fidelity bond); or
(5) Section 17 of article II (regarding the ratable prepayment of the
notes from proceeds of a taking under the power of eminent domain);
(b) The related Trustee shall not be considered:
(1) A "noteholder" for purposes of section 3 of article II of this
Mortgage (regarding the approval to secure indebtedness arising under
certain long-term contracts);
(2) A "noteholder" for purposes of section 6(b) of article II of this
Mortgage (regarding amounts deposited in trust for the noteholders from
amounts paid by the Mortgagor in connection with a Maintenance Deficit);
(3) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d), and
1(i) of article III of this Mortgage (regarding the giving of notices of
certain events of default);
(4) A "Mortgagee" for purposes of section 2(b)(1) of article III of this
Mortgage (regarding the exercise of rights and remedies); or
(5) A "Trustee" for purposes of section 2(c) of article III of this
Mortgage (regarding declaration of acceleration);
(c) The related First Oglethorpe-Burke Pollution Control Note shall not be
considered:
(1) A note secured under this Mortgage for purposes of calculating the
Maximum Debt Limit specified in section 1 of article I of this Mortgage;
(2) A "Pollution Control Note" for purposes of section 2(d) of article
III of this Mortgage (regarding the right to appoint a receiver); or
(3) A note for purposes of section 5 of article III of this Mortgage
(regarding ratable payment on notes);
(d) The consent of the related Trustee shall not be required for purposes
of section 5(c)(bb) of article II of this Mortgage (regarding the release or
sale of property); and
(e) No principal amount shall be considered outstanding under the related
First Oglethorpe-Burke Pollution Control Note for purposes of:
(1) the definition of the term "majority noteholders" in the GLOSSARY OF
TERMS set forth in section 6 of article V of this Mortgage; or
(2) sections 2(a) and 2(b)(1) of article III of this Mortgage (regarding
the right to exercise rights and remedies).
SECTION 21. In the event the 1993 Oglethorpe-Burke (1992 (1993A) Bond
Indenture) Bonds are not authenticated and delivered on or before March 31, 1994
or the 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds are not
authenticated and delivered on or before March 31, 1995, in accordance with
Section 405 of the related Pollution Control Bond Indenture, the related First
Oglethorpe-Burke Pollution Control Note shall be
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void in accordance with its terms and, in such event, the related Trustee shall
execute and deliver to the Mortgagor such instrument of discharge, release or
reconveyance as shall be requested by the Mortgagor.
SECTION 22. Notwithstanding anything to the contrary contained herein, as
long as a Letter of Credit is outstanding and the Credit Bank is not in default
with respect to any of its obligations under such Letter of Credit, then:
(a) Based solely upon the First Oglethorpe-Burke (1992A Loan Agreement)
Pollution Control Note, the Oglethorpe-Burke 1992A Trustee shall not be
considered:
(1) A "noteholder" for purposes of section 3 of article II of this
Mortgage (regarding the approval to secure indebtedness arising under
certain long-term contracts);
(2) A "Trustee" for purposes of section 5(c)(bb) of article II of this
Mortgage (regarding the release or sale of property);
(3) A "noteholder" for purposes of section 6(b) of article II of this
Mortgage (regarding amounts deposited in trust for the noteholders from
amounts paid by the Mortgagor in connection with a Maintenance Deficit);
(4) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d) and
1(i) of article III of this Mortgage (regarding the giving of notices of
certain events of default); or
(5) A "Mortgagee" for purposes of section 2(b)(1) of article III of this
Mortgage (regarding the exercise of rights and remedies);
(b) The First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control
Note shall not be considered:
(1) A note secured under this Mortgage for purposes of calculating the
Maximum Debt Limit specified in section 1 of article I of this Mortgage; or
(2) A "Pollution Control Note" for purposes of section 2(d) of article
III of this Mortgage (regarding the right to appoint a receiver); and
(c) The Credit Bank, and not the Oglethorpe-Burke 1992A Trustee, shall be
considered to be, and shall have the rights of, the holder of the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, for purposes
of section 5(b) of article II of this Mortgage, sections 1(cc), 2(a) and 2(b)
of article III of this Mortgage, the definition of the term "majority
noteholders" in the Glossary of Terms set forth in section 6 of this article
V and section 18 of this article V.
SECTION 23. Notwithstanding any other provision hereof to the contrary, all
of the Mortgagees agree to the substitution of an Alternate Credit Facility or
an Alternate Letter of Credit for any Letter of Credit, to the execution and
delivery of such documentation (the "New Credit Agreement") as may be required
by the issuer (the "New Credit Bank") of such Alternate Credit Facility or
Alternate Letter of Credit in order to evidence the obligations of the Mortgagor
with respect thereto (including, without limitation, promissory notes) and, in
connection therewith, to amend this Mortgage, or execute and deliver such other
instrument or instruments as may be appropriate, in order to add the New Credit
Bank as a Mortgagee secured under this Mortgage, if in connection therewith the
Government shall consent in writing thereto or each and every one of the
following conditions are satisfied:
(a) the senior unsecured short-term debt obligations of the New Credit Bank
are rated "A1" or higher by Standard & Poor's Corporation and "P1" by Moody's
Investor Services, Inc.;
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(b) no amendment is made to this Mortgage other than as is necessary to add
the New Credit Bank as a Mortgagee and to provide that any note executed by
the Mortgagor in favor of the New Credit Bank in connection with the New
Credit Agreement constitutes one of the "notes" hereunder;
(c) the New Credit Bank shall receive rights identical to those of Credit
Bank under this Mortgage with respect to representations, warranties,
covenants, events of default, remedies and otherwise;
(d) the New Credit Agreement shall not contain covenants (other than those
respecting fees and interest payable on unreimbursed drawings), events of
default or remedies which are not contained in the Credit Agreement;
(e) the New Credit Agreement shall not require that amounts drawn under the
Alternate Credit Facility or Alternate Letter of Credit be repaid by the
Mortgagor more quickly than would be required under the Credit Agreement if
such amounts were drawn under any Letter of Credit; and
(f) the Government shall receive such evidence as it shall reasonably
require showing that the lien of this Mortgage, as so amended or
supplemented, is subject only to Permitted Encumbrances.
Nothing in this section 23 shall limit or restrict the ability of any
Mortgagee to amend this Mortgage. For purposes of this section 23, Alternate
Credit Facility and Alternate Letter of Credit shall have the meanings
ascribed to such terms in the Oglethorpe-Burke 1992A Bond Indenture.
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IN WITNESS WHEREOF, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION CORPORATION), as Mortgagor, has caused this
Consolidated Mortgage and Security Agreement to be signed in its name and its
corporate seal to be hereunto affixed and attested by its officers thereunto
duly authorized, UNITED STATES OF AMERICA, as Mortgagee, has caused this
Consolidated Mortgage and Security Agreement to be duly executed in its behalf,
NATIONAL BANK FOR COOPERATIVES, as Mortgagee, and TRUST COMPANY BANK, as
Mortgagee, in its capacity as Trustee under, respectively, the
Oglethorpe-Appling 1978 Bond Indenture, the Oglethorpe-Appling 1984 Bond
Indenture, the Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling
1993 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the
Oglethorpe-Burke 1984 Bond Indenture, the Oglethorpe-Burke 1984B Bond Indenture,
the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond
Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992
(1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the
Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Heard 1978 Bond Indenture,
the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982 Bond
Indenture and the Oglethorpe-Monroe 1992A Bond Indenture, each has caused this
Consolidated Mortgage and Security Agreement to be signed in its name and its
corporate seal to be hereunto affixed and attested by its officers thereunto
duly authorized, and CREDIT SUISSE, acting by and through its New York Branch,
as Mortgagee, has caused this Consolidated Mortgage and Security Agreement to be
signed in its name by its officers thereunto duly authorized, all as of the date
and year first above written.
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION
CORPORATION)
By: /S/ T. D. KILGORE
-------------------------------------
TITLE: PRESIDENT AND CHIEF EXECUTIVE
OFFICER
(Seal)
Attest: /S/ PATRICIA N. NASH
---------------------------------
TITLE: ASSISTANT SECRETARY
Signed, sealed and delivered
by the Mortgagor in the presence of:
/S/ TERRI TUBERVILLE
----------------------------------------
Witness
/S/ THOMAS J. BRENDIAR
----------------------------------------
Notary Public
(Notarial Seal)
Notary Public, Fulton County, Georgia
My Commission Expires Dec. 1, 1996
142
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143
<PAGE>
UNITED STATES OF AMERICA
By: /S/ JAMES B. HUFF, SR.
-------------------------------------
TITLE: ADMINISTRATOR OF THE RURAL
ELECTRIFICATION ADMINISTRATION
Signed and delivered by the United States
of America, Mortgagee, in the presence
of:
/S/ JAMES ELLIOTT
----------------------------------------
Witness
/S/ SHELIA M. VALLOT
----------------------------------------
Notary Public
(Notarial Seal)
Notary Public, District of Columbia
My Commission Expires Sept. 14, 1996
144
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145
<PAGE>
NATIONAL BANK FOR COOPERATIVES
By: /S/ GLORIA S. HANCOCK
-------------------------------------
TITLE: VICE PRESIDENT
(Seal)
Attest: /S/ MARK SIMPSON
---------------------------------
TITLE: ASSISTANT SECRETARY
Signed, sealed and delivered by National
Bank for Cooperatives, Mortgagee, in the
presence of:
/S/ SHEILA EDWARDS
----------------------------------------
Witness
/S/ THOMAS J. BRENDIAR
----------------------------------------
Notary Public
(Notarial Seal)
Notary Public, Fulton County, Georgia
My Commission Expires Dec. 1, 1996
146
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147
<PAGE>
CREDIT SUISSE, ACTING BY AND
THROUGH ITS NEW YORK BRANCH
By: /S/ SCOTT S. DAVIS
----------------------------------
TITLE: MEMBER OF SENIOR MANAGEMENT
By: /S/ RAYMOND A. DIPRINZIO
----------------------------------
TITLE: ASSOCIATE
Signed and delivered by Credit Suisse,
acting by and through its New York
Branch, Mortgagee, in the presence of:
/S/ TERRI TUBERVILLE
----------------------------------
Witness
/S/ THOMAS J. BRENDIAR
----------------------------------
Notary Public
(Notarial Seal)
Notary Public, Fulton County, Georgia
My Commission Expires Dec. 1, 1996
148
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149
<PAGE>
TRUST COMPANY BANK, AS TRUSTEE
UNDER THE RESPECTIVE POLLUTION CONTROL
BOND INDENTURES
By: /S/ T. J. DONALDSON
----------------------------------
TITLE: GROUP VICE PRESIDENT
(Seal)
Attest: /S/ BRYAN ECHOLS
------------------------------
TITLE: ASSISTANT VICE PRESIDENT
Signed, sealed and delivered by Trust
Company Bank as Trustee under
the respective Pollution Control Bond
Indentures, Mortgagee, in the
presence of:
/S/ TERRI TUBERVILLE
-------------------------------------
Witness
/S/ THOMAS J. BRENDIAR
-------------------------------------
Notary Public
(Notarial Seal)
Notary Public, Fulton County, Georgia
My Commission Expires Dec. 1, 1996
150
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151
