OGLETHORPE POWER CORP, S-4/A, 1998-01-14

OGLETHORPE POWER CORP
S-4/A, 1998-01-14
COGENERATION SERVICES & SMALL POWER PRODUCERS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1998

REGISTRATION NO. 333-42759

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

AMENDMENT NO. 1
TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)
(Exact Name of Registrant as Specified in Its Charter)
------------------------------

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GEORGIA 4911 58-1211925
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA 30085-1349
(770) 270-7600
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------------

ROBERT D. STEELE
OGLETHORPE POWER CORPORATION
POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA 30085-1349
(770) 270-7617
(Name, Address Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------------

COPIES TO:

HERBERT J. SHORT, JR.
SUTHERLAND, ASBILL & BRENNAN LLP
999 PEACHTREE STREET, N.E., 23RD FLOOR
ATLANTA, GEORGIA 30309-3996
(404) 853-8491
--------------------------

Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

--------------------------

If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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P R O S P E C T U S

OFFER TO EXCHANGE

6.974% SERIAL FACILITY BONDS DUE JUNE 30, 2011
INTEREST PAYABLE JUNE 30 AND DECEMBER 31

FOR ALL OUTSTANDING 6.974% SERIAL FACILITY BONDS DUE JUNE 30, 2011
------------------------

THE FACILITY BONDS WILL BE PAYABLE FROM AND SECURED, AS DESCRIBED HEREIN, BY
RENTALS TO BE PAID UNDER SEVERAL LEASES RELATING TO PLANT ROBERT W. SCHERER UNIT
NO. 2 BY

OGLETHORPE POWER CORPORATION

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FEBRUARY 16, 1998, UNLESS EXTENDED.

OPC Scherer 1997 Funding Corporation A, a Delaware corporation created for
the purpose of the refinancings described herein ("OPC Scherer 1997 Funding
Corporation"), hereby offers (the "Exchange Offer"), upon the terms and subject
to the conditions set forth in this Prospectus and the accompanying Letter of
Transmittal (the "Letter of Transmittal") relating to the Exchange Offer, to
exchange $1,000 principal amount of its Serial Facility Bonds Due June 30, 2011
(the "Exchange Facility Bonds"), which will be registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement of which this Prospectus is a part, for $1,000 principal amount of its
outstanding Serial Facility Bonds Due June 30, 2011 (the "Private Facility
Bonds"), of which an aggregate of $224,702,000 in principal amount is
outstanding as of the date of this Prospectus.

The form and terms of the Exchange Facility Bonds will be identical in all
material respects to the form and terms of the Private Facility Bonds, except
that (i) the Exchange Facility Bonds will not contain certain restrictions on
transfer or registration rights contained in the Private Facility Bonds and (ii)
the Exchange Facility Bonds will not contain any provision for additional
interest in the event of certain defaults in obligations relating to the
Exchange Offer. The Exchange Facility Bonds will evidence the same indebtedness
as the Private Facility Bonds and will be entitled to the benefits of the
Collateral Trust Indenture described herein. The Exchange Facility Bonds and any
Private Facility Bonds not exchanged in the Exchange Offer are sometimes
referred to herein collectively as the "Facility Bonds."

The Private Facility Bonds were issued to finance the refunding of certain
nonrecourse notes of four owner trusts (the "Lessors"), which are the owners and
lessors of undivided ownership interests aggregating 60% of Plant Robert W.
Scherer Unit No. 2, an 818 megawatt ("MW") coal-fired, steam electric generating
unit located near Forsyth, Georgia ("Scherer Unit No. 2"). The Facility Bonds
will be secured by a pledge and assignment of nonrecourse Refunding Lessor Notes
(the "Refunding Lessor Notes") issued by the Lessors under four Lease Indentures
described herein. The Refunding Lessor Notes are secured by, among other things,
liens on and security interests in the basic rentals and certain other amounts
payable by Oglethorpe Power Corporation (An Electric Membership Corporation)
("Oglethorpe") to the Lessors under the several Leases described herein and the
respective undivided ownership interest of each Lessor in Scherer Unit No. 2.
Although the Facility Bonds will not be, and the Refunding Lessor Notes are not,
direct obligations of or guaranteed by Oglethorpe, Oglethorpe is unconditionally
obligated to make basic rental and certain other payments under the Leases in
amounts that will be at least sufficient to pay in full, when due, all payments
of principal of and premium, if any, and interest on the Facility Bonds. For a
more detailed description of the Facility Bonds and the relationships among
Oglethorpe, the Lessors and OPC Scherer 1997 Funding Corporation, see
"INTRODUCTION," "SECURITY AND SOURCE OF PAYMENT FOR THE FACILITY BONDS," "OPC
SCHERER 1997 FUNDING CORPORATION," "FLOW OF FUNDS FOR DEBT SERVICE PAYMENTS ON
THE FACILITY BONDS," "DESCRIPTION OF THE FACILITY BONDS," "DESCRIPTION OF THE
LEASE INDENTURES" AND "DESCRIPTION OF THE LEASES."

Interest on the Facility Bonds will be payable on June 30 and December 31 of
each year, commencing June 30, 1998. The Facility Bonds will mature on June 30,
2011. The Facility Bonds will not be subject to optional redemption prior to
maturity. The Facility Bonds will be redeemable through operation of a sinking
fund on certain specified dates at the principal amount thereof, together with
interest accrued to the redemption date. In certain instances, the Facility
Bonds will be subject to special mandatory redemption at 100% of their principal
amount, together with interest accrued to the redemption date. In certain other
instances, the Facility Bonds will be subject to special mandatory redemption at
redemption prices declining from an initial price of 106.974% of par to 100% of
par at maturity, together with interest accrued to the redemption date. See
"DESCRIPTION OF THE FACILITY BONDS."

OPC Scherer 1997 Funding Corporation will accept for exchange any and all
validly tendered Private Facility Bonds on or prior to 5:00 p.m., New York City
time, on February 16, 1998, unless extended by Oglethorpe (if and as extended,
the "Expiration Date"). Tenders of Private Facility Bonds may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date. See
"THE EXCHANGE OFFER."

--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------

The Date of this Prospectus is January 14, 1998

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AVAILABLE INFORMATION

Oglethorpe has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (which term includes any amendment
thereto) on Form S-4 under the Securities Act with respect to the Exchange
Facility Bonds offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement.

Any statements contained herein concerning the provisions of any document
are not complete. With respect to each such document filed as an exhibit to the
Registration Statement, reference is made to the exhibit to the Registration
Statement, and each such statement is qualified in its entirety by such
reference.

Oglethorpe has been filing periodic reports with the Commission since 1987
and intends to continue filing such reports, to the extent permitted by the
Commission, for as long as any of the Facility Bonds are outstanding, regardless
of whether it is required to do so. Oglethorpe is required to file with the
Collateral Trust Trustee described herein copies of all periodic reports filed
with the Commission and will provide the Collateral Trust Trustee with copies of
its annual report containing audited financial statements.

Reports and other information filed with the Commission can be inspected and
copied at the offices of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a World
Wide Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants, such as Oglethorpe, that
file electronically with the Commission.

UNTIL APRIL 17, 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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NOTICE TO INVESTORS

The Exchange Facility Bonds are being offered hereunder in order to satisfy
certain obligations of Oglethorpe contained in the Exchange and Registration
Rights Agreement described herein. Based on interpretations by the staff of the
Commission set forth in no-action letters issued to third parties in other
transactions, Oglethorpe believes that the Exchange Facility Bonds issued
pursuant to the Exchange Offer in exchange for Private Facility Bonds may be
offered for resale, resold and otherwise transferred by any holder thereof
(other than broker-dealers, as set forth below, and any such holder that is an
"affiliate" of Oglethorpe within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such Exchange Facility Bonds
are acquired in the ordinary course of such holder's business and that such
holder does not intend to participate, and has no arrangement or understanding
with any person to participate, in the distribution of such Exchange Facility
Bonds. Any holder who tenders in the Exchange Offer with the intention to
participate, or for the purpose of participating, in a distribution of the
Exchange Facility Bonds or who is an affiliate of Oglethorpe may not rely upon
such interpretations by the staff of the Commission and, in the absence of any
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. Holders of the Private Facility Bonds wishing to accept the
Exchange Offer must represent to Oglethorpe in the Letter of Transmittal that
such conditions have been met.

Each broker-dealer who holds Private Facility Bonds acquired for its own
account as a result of market making or other trading activities and who
receives Exchange Facility Bonds for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Facility Bonds. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Facility
Bonds received in exchange for Private Facility Bonds where such Private
Facility Bonds were acquired by such broker-dealer as a result of market making
activities or other trading activities. Oglethorpe has agreed that, for a period
of up to 90 days after the Expiration Date, it will make this Prospectus
available to any such broker-dealer for use in connection with any such resale.
(See "PLAN OF DISTRIBUTION.") Any broker-dealer who is an affiliate of
Oglethorpe may not rely on such no-action letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. Oglethorpe believes that none of
the registered holders of the Private Facility Bonds is an "affiliate" as such
term is defined in Rule 405 under the Securities Act of Oglethorpe.

Neither Oglethorpe nor OPC Scherer 1997 Funding Corporation will receive any
cash proceeds from this Exchange Offer. No dealer-manager is being used in
connection with this Exchange Offer.

The Exchange Facility Bonds will be a new issue of securities for which
there is currently no market. Accordingly, there can be no assurance as to the
liquidity of any markets that may develop for the Exchange Facility Bonds, the
ability of holders to sell the Exchange Facility Bonds, or the price at which
holders would be able to sell the Exchange Facility Bonds. The Exchange Facility
Bonds will not be listed on any securities exchange and will not be quoted on
the National Association of Securities Dealers Automated Quotation System.
Oglethorpe has been advised that Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated have heretofore acted as market makers for the Private Facility
Bonds. Each of these market makers has informed Oglethorpe that it currently
intends to make a market in the Exchange Facility Bonds but they are not
obligated to do so, and any such market making may be discontinued at any time
without notice. Future trading prices of the Exchange Facility Bonds will depend
on many factors, including among other things, prevailing interest rates,
Oglethorpe's operating results and the market for similar securities.

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Any Private Facility Bonds not tendered or accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Collateral Trust
Indenture (except for those rights which terminate upon consummation of the
Exchange Offer). Following the consummation of the Exchange Offer, the holders
of Private Facility Bonds will continue to be subject to all of the existing
restrictions upon transfer thereof and neither Oglethorpe or OPC Scherer 1997
Funding Corporation will have any further obligation to such holders to provide
for registration under the Securities Act of the Private Facility Bonds held by
them.

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF PRIVATE FACILITY BONDS ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR PRIVATE FACILITY BONDS PURSUANT TO THE EXCHANGE OFFER.

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THE MATERIAL SET FORTH IN THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY
BY THE MORE COMPLETE INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES
THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. CAPITALIZED TERMS USED HEREIN
AND ON THE COVER PAGE AND NOT OTHERWISE DEFINED SHALL HAVE THE SAME MEANINGS
GIVEN SUCH TERMS ELSEWHERE IN THIS PROSPECTUS.

SUMMARY INFORMATION RELATING TO THE EXCHANGE OFFER

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Oglethorpe.............. Oglethorpe is an electric membership corporation incorporated in
1974 in the State of Georgia. Oglethorpe is headquartered in
metropolitan Atlanta. Historically, Oglethorpe operated as a
generation and transmission cooperative. On March 11, 1997, in
connection with the Corporate Restructuring described herein,
Oglethorpe sold its transmission and system operations businesses
to recently formed companies. Oglethorpe continues to own and
operate its power supply business. (See "SUMMARY INFORMATION
RELATING TO OGLETHORPE AND THE MEMBERS" and "BUSINESS OF
OGLETHORPE--Corporate Restructuring.")

Registration Rights
Agreement............. The Private Facility Bonds were sold by OPC Scherer 1997 Funding
Corporation on December 17, 1997, and were subsequently resold to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. In connection with the offering of Private
Facility Bonds, Oglethorpe and OPC Scherer 1997 Funding
Corporation entered into an Exchange and Registration Rights
Agreement (the "Registration Rights Agreement"), which grants
holders of the Private Facility Bonds certain exchange and
registration rights. The Exchange Offer is intended to satisfy
such exchange and registration rights, which will terminate upon
the consummation of the Exchange Offer. (See "THE EXCHANGE
OFFER--Purpose and Effect of the Exchange Offer.")

The Exchange Offer...... Oglethorpe is hereby offering to exchange $1,000 principal amount
of the Exchange Facility Bonds for each $1,000 principal amount
of Private Facility Bonds. As of the date hereof, $224,702,000
aggregate principal amount of Private Facility Bonds are
outstanding.

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prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. Failure to
comply with such requirements in such instances may result in
such holder incurring liability under the Securities Act. (See
"THE EXCHANGE OFFER--Resale of the Exchange Facility Bonds.")

Each broker-dealer who holds Private Facility Bonds acquired for
its own account as a result of market making or other trading
activities and who receives Exchange Facility Bonds for its own
account pursuant to the Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such
Exchange Facility Bonds. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Facility
Bonds received in exchange for Private Facility Bonds where such
Private Facility Bonds were acquired by such broker-dealer as a
result of market making activities or other trading activities.
Oglethorpe has agreed that for a period of up to 90 days after
the Expiration Date, it will make this Prospectus available to
any such broker-dealer for use in connection with any such
resale. (See "PLAN OF DISTRIBUTION.")

Expiration Date......... 5:00 p.m., New York City time, on February 16, 1998, unless the
Exchange Offer is extended by Oglethorpe, in which case the term
"Expiration Date" means the latest date and time to which the
Exchange Offer is extended. (See "THE EXCHANGE OFFER--Expiration
Date; Extensions; Amendments.")

Interest on the Exchange
Facility Bonds........ The Exchange Facility Bonds will bear interest from the later of
the date of issuance of the Private Facility Bonds that are
tendered in exchange for the Exchange Facility Bonds and the most
recent interest payment date to which interest on such Private
Facility Bonds has been paid. (See "THE EXCHANGE OFFER--Interest
on the Exchange Facility Bonds and the Private Facility Bonds.")

Conditions to the
Exchange Offer........ The Exchange Offer is subject to certain customary conditions,
which may be waived by Oglethorpe. (See "THE EXCHANGE
OFFER--Conditions.")

Procedures for Tendering
Private Facility
Bonds................. Each holder of the Private Facility Bonds wishing to accept the
Exchange Offer must (i) complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in accordance with the
instructions contained herein and therein, and mail or otherwise
deliver such Letter of Transmittal, or such facsimile, together
with any other required documentation to the Exchange Agent
described herein and (ii) deliver their Private Facility Bonds to
OPC Scherer 1997 Funding Corporation by book-entry transfer.
Tenders may also be made by delivering an Agent's Message
described herein in lieu of the Letter of Transmittal. (See "THE
EXCHANGE OFFER-- Procedures for Tendering.")
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By executing the Letter of Transmittal, each holder will
represent to Oglethorpe that, among other things, the person
receiving such Exchange Facility Bonds, whether or not such
person is the holder, is acquiring the Exchange Facility Bonds in
the ordinary course of business and that neither the holder nor
any such other person has any arrangement or understanding with
any person to participate in the distribution of such Exchange
Facility Bonds or is an affiliate of Oglethorpe. (See "THE
EXCHANGE OFFER--Resale of Exchange Facility Bonds.")

Special Procedures for
Beneficial Owners..... Any beneficial owner whose Private Facility Bonds are held
through a broker, dealer, commercial bank, trust company or other
nominee and who wishes to tender should contact such nominee
promptly and instruct such nominee to effect a tender on such
beneficial owner's behalf. (See "THE EXCHANGE OFFER--Procedures
for Tendering.")

Guaranteed Delivery
Procedures............ Holders of Private Facility Bonds who wish to tender their
Private Facility Bonds and who cannot deliver the Letter of
Transmittal or any other documents required by the Letter of
Transmittal to the Exchange Agent or complete the procedures for
book-entry transfer prior to the Expiration Date must tender
their Private Facility Bonds according to the guaranteed delivery
procedures set forth in "THE EXCHANGE OFFER--Guaranteed Delivery
Procedures."

Withdrawal Rights....... Tenders of Private Facility Bonds may be withdrawn at any time
prior to the Expiration Date pursuant to the procedures described
under "THE EXCHANGE OFFER--Withdrawals of Tenders."

Acceptance of Private
Facility Bonds and
Delivery of Exchange
Facility Bonds........ OPC Scherer 1997 Funding Corporation will accept for exchange any
and all Private Facility Bonds that are properly tendered in the
Exchange Offer prior to the Expiration Date. The Exchange
Facility Bonds issued pursuant to the Exchange Offer will be
delivered promptly following the Expiration Date.

Absence of Cash
Proceeds.............. Neither Oglethorpe nor OPC Scherer 1997 Funding Corporation will
receive any cash proceeds from the issuance of the Exchange
Facility Bonds. (See "ABSENCE OF CASH PROCEEDS.")

Federal Income Tax
Consequences of the
Exchange Offer........ The issuance of the Exchange Facility Bonds to holders of the
Private Facility Bonds who are U.S. Holders described herein
pursuant to the terms set forth in this Prospectus should not
constitute a taxable event to U.S. Holders for federal income tax
purposes. Consequently, no gain or loss should be recognized by
U.S. Holders of the Private Facility Bonds upon receipt of the
Exchange Facility Bonds. (See "CERTAIN UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES.")
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Effect on Holders of the
Private Facility
Bonds................. As a result of completing the Exchange Offer, Oglethorpe will
have fulfilled certain of its obligations under the Registration
Rights Agreement. Any Private Facility Bonds not tendered or
accepted in the Exchange Offer will remain outstanding and will
be entitled to all the same rights and will be subject to the
same limitations applicable thereto under the Collateral Trust
Indenture (except for those rights which terminate upon
consummation of the Exchange Offer). Following the consummation
of the Exchange Offer, the holders of Private Facility Bonds will
continue to be subject to all of the existing restrictions upon
transfer thereof and neither Oglethorpe or OPC Scherer 1997
Funding Corporation will have any further obligation to such
holders to provide for registration under the Securities Act of
the Private Facility Bonds held by them. Because Oglethorpe
anticipates that most holders of Private Facility Bonds will
elect to exchange such Private Facility Bonds for Exchange
Facility Bonds due to the absence of restrictions on the resale
of Exchange Facility Bonds under the Securities Act, Oglethorpe
anticipates that the liquidity of the market for any Private
Facility Bonds remaining after the consummation of the Exchange
Offer may be substantially limited. (See "THE EXCHANGE
OFFER--Consequences of Failure to Exchange.")

Exchange Agent.......... SunTrust Bank, Atlanta (the "Exchange Agent").

SUMMARY INFORMATION RELATING TO THE FACILITY BONDS

Securities Offered...... $224,702,000 aggregate principal amount of 6.974% Serial Facility
Bonds Due June 30, 2011. The form and terms of the Exchange
Facility Bonds are identical in all material respects to the form
and terms of the Private Facility Bonds except that the Exchange
Facility Bonds will not contain certain restrictions on transfer
or registration rights contained in the Private Facility Bonds,
and the Exchange Facility Bonds will not contain any provision
for additional interest in the event of certain defaults in
obligations of Oglethorpe related to the Exchange Offer. The
Exchange Facility Bonds will evidence the same indebtedness as
the Private Facility Bonds and will be entitled to the benefits
of the Collateral Trust Indenture. (See "THE EXCHANGE
OFFER--Terms of the Exchange Offer.")

Maturity Date........... June 30, 2011

Interest Payment
Dates................. June 30 and December 31 (commencing June 30, 1998).

Sinking Fund............ The Facility Bonds will be subject to pro-rata sinking fund
redemption commencing December 31,1998. (See "DESCRIPTION OF THE
FACILITY BONDS--Sinking Fund Redemption.")

Optional Redemption..... The Facility Bonds will not be subject to optional redemption
prior to maturity. (See "DESCRIPTION OF THE FACILITY
BONDS--Optional Redemption.")

Special Mandatory
Redemption............ In certain instances, the Facility Bonds will be subject to
special mandatory redemption at 100% of their principal amount,
together with
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interest accrued to the redemption date. In certain other
instances, the Facility Bonds will be subject to special
mandatory redemption at redemption prices declining from an
initial price of 106.974% of par to 100% of par at maturity,
together with interest accrued to the redemption date. (See
"DESCRIPTION OF THE FACILITY BONDS--Special Mandatory Redemption
at Par" and "--Special Mandatory Redemption with Premium.")

Settlement, Book-Entry-
Only, Form and
Denomination.......... Delivery of the Facility Bonds will be made in book-entry-only
form as described below. The Facility Bonds will be issued only
in registered form in denominations of $1,000 principal amount
and integral multiples thereof. Exchange Facility Bonds issued in
exchange for Private Facility Bonds currently evidenced by one or
more fully registered global certificates will be evidenced by
one or more certificates in global form, which will be deposited
with a custodian for, and registered in the name of, a nominee of
The Depository Trust Company ("DTC"). Except as described herein,
beneficial interests in such global certificates will be shown
on, and transfers thereof will be effected only through, records
maintained by DTC and its direct and indirect participants. Such
interests will trade in DTC's Same-Day Funds Settlement System,
and secondary market trading activity in such interests will
therefore settle in immediately available funds, subject in all
cases to the rules and procedures of DTC and its participants.
(See "DESCRIPTION OF THE FACILITY BONDS-- Book-Entry-Only
System."

Security and Source of
Payments.............. The Facility Bonds will be secured by a nonrecourse Refunding
Lessor Note of each of the Lessors, issued to OPC Scherer 1997
Funding Corporation and pledged and assigned to the Collateral
Trust Trustee. The payments due on the Refunding Lessor Notes
pledged to the Collateral Trust Trustee will equal all payments
due on the Facility Bonds. To the extent that additional Lessor
Notes described herein are issued, such Lessor Notes will be
secured on a parity basis with the applicable Refunding Lessor
Note under the applicable Lease Indenture. All Lessor Notes,
including the Refunding Lessor Notes, will be secured by, among
other things, a lien on and security interest in the respective
undivided ownership interest of each such Lessor in Scherer Unit
No. 2 and the rights of each such Lessor under its Lease with
Oglethorpe, including the right to receive the basic rentals and
certain other amounts payable by Oglethorpe to the Lessor
thereunder. The holders of the Facility Bonds will have no
recourse against the general credit of the Lessors or the Equity
Investors described herein. Accordingly, the Facility Bonds will
constitute, in effect, a nonrecourse borrowing by and on behalf
of the Lessors, secured by the interest in Scherer Unit No. 2 of
each Lessor and Oglethorpe's obligations to each such Lessor
under its Lease with Oglethorpe.

The Refunding Lessor Notes are senior to the interests of the
Equity Investors in respect of payments made under the Leases
(other than Excepted Payments as defined therein).
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Oglethorpe is unconditionally obligated to make payments under
the Leases in amounts that will be at least sufficient to provide
for the payment of principal of and premium, if any, and interest
on the Refunding Lessor Notes, which amounts, in turn, will be
sufficient to pay the principal of and premium, if any, and
interest on the Facility Bonds when due, whether at maturity,
upon redemption or otherwise. (See "DESCRIPTION OF THE FACILITY
BONDS--Sinking Fund Redemption," "--Special Mandatory Redemption
at Par" and "--Special Mandatory Redemption with Premium" and
"DESCRIPTION OF THE LEASES--Term and Rentals.") However, the
Facility Bonds will not be, and the Refunding Lessor Notes are
not, direct obligations of or guaranteed by Oglethorpe, and they
will not be secured by the lien on Oglethorpe's assets created
under the Mortgage Indenture described herein. (See "SECURITY AND
SOURCE OF PAYMENT FOR THE FACILITY BONDS.") For information with
respect to certain factors which may affect the obligations of
Oglethorpe described above, see "DESCRIPTION OF THE FACILITY
BONDS-- Considerations Relating to Security."

Scherer Unit No. 2...... Scherer Unit No. 2 is an 818 MW coal-fired, steam electric
generating unit located in Monroe County near Forsyth, Georgia.
It was placed in commercial operation in February 1984. Scherer
Unit No. 2 is one of four units in operation located at the
Robert W. Scherer Plant which are of similar size and design. On
December 30, 1985, Oglethorpe sold undivided ownership interests
to the Lessors aggregating its entire 60% undivided ownership
interest in Scherer Unit No. 2 as part of the Sale and Leaseback
Transactions. Scherer Unit No. 2 is owned by Georgia Power
Company (8.4%), Municipal Electric Authority of Georgia (30.2%),
the City of Dalton, Georgia (1.4%) and the Lessors (60%). The
Lessors are leasing their respective interests back to Oglethorpe
pursuant to the Leases. (See "INTRODUCTION--Sale and Leaseback
Transactions" and "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES--Generating Facilities" and "CO-OWNERS OF THE PLANTS
AND THE PLANT AGREEMENTS--The Plant Agreements.")

OPC Scherer 1997 Funding
Corporation........... OPC Scherer 1997 Funding Corporation is a special purpose
corporation incorporated in Delaware for the purpose of
facilitating the refinancing of the respective undivided
ownership interests of the Lessors in Scherer Unit No. 2. The
only business of OPC Scherer 1997 Funding Corporation is the
issuance and sale of the Private Facility Bonds, application of
the proceeds thereof, the issuance of the Exchange Facility Bonds
and the completion of the Exchange Offer, and, possibly, the
issuance of other indebtedness, the proceeds of which would be
used to make loans to the Lessors to finance, among other things,
additions or improvements to Scherer Unit No. 2. The assets of
OPC Scherer 1997 Funding Corporation consist primarily of the
Refunding Lessor Notes issued with respect to the Facility Bonds
and, if additional loans are made to the Lessors by OPC Scherer
1997 Funding Corporation, additional Lessor Notes. The Refunding
Lessor Notes are, and such other Lessor Notes, if any, will be,
payable from basic rental and certain other payments made by
Oglethorpe to the Lessors under the Leases. OPC Scherer 1997
Funding Corporation is to function only as an agent of the
Lessors (and not as
</TABLE>

6
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<S> <C>
principal) with respect to the Facility Bonds and to represent
itself only as an agent of the Lessors (and not as principal) in
dealings with third parties relating to the Facility Bonds.
Neither Oglethorpe nor any Lessor or Equity Investor holds any
ownership interest in OPC Scherer 1997 Funding Corporation, and
no person affiliated with Oglethorpe, any Lessor or Equity
Investor is an officer, director or employee of OPC Scherer 1997
Funding Corporation. (See "OPC SCHERER 1997 FUNDING
CORPORATION.")

Reporting Obligations... Oglethorpe is not subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended. Oglethorpe, however,
has been filing periodic reports with the Commission since 1987
and intends to continue filing such reports, to the extent
permitted by the Commission, for so long as any of the Facility
Bonds are outstanding regardless of whether it is required to do
so. Oglethorpe is required to file with the Collateral Trust
Trustee copies of all periodic reports filed with the Commission
and will provide the Collateral Trust Trustee with copies of its
annual report containing audited financial statements.

Market for Exchange
Facility Bonds........ The Exchange Facility Bonds will not be listed on any securities
exchange and will not be quoted on the National Association of
Securities Dealers Automated Quotation System. As a result, there
can be no assurance that there will be a secondary market for the
Exchange Facility Bonds. Oglethorpe has been advised that
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, the
initial purchasers of the Private Facility Bonds, have heretofore
acted as market makers for the Private Facility Bonds. Each of
these market makers has informed Oglethorpe that it currently
intends to make a market in the Exchange Facility Bonds, but they
are not obligated to do so, and any such market making may be
discontinued at any time without notice. Accordingly, there can
be no assurance as to the development or liquidity of any market
for the Exchange Facility Bonds.
</TABLE>

7
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SUMMARY INFORMATION RELATING TO OGLETHORPE AND THE MEMBERS

<TABLE>
<S> <C>
Oglethorpe and the
Members............... Oglethorpe is an electric membership corporation engaged
primarily in the business of providing wholesale electric power
to its 39 retail electric distribution cooperative members (the
"Members"), which provide retail electric service to their
customers in the State of Georgia.

As with electric cooperatives generally, Oglethorpe and the
Members operate on a not-for-profit basis and design their rates
to recover their respective costs-of-service and to generate
margins sufficient to establish reasonable reserves and meet
financial coverage requirements.

Oglethorpe's principal executive offices are located at 2100 East
Exchange Place, Tucker, Georgia 30085-1349, and its telephone
number is (770) 270-7600.

(See "INTRODUCTION," "BUSINESS OF OGLETHORPE" and "THE MEMBERS OF
OGLETHORPE.")

Corporate
Restructuring......... Oglethorpe and the Members completed a corporate restructuring
(the "Corporate Restructuring") on March 11, 1997, in which
Oglethorpe was divided into three specialized operating companies
to respond to increasing competition and regulatory changes in
the electric industry. As part of the Corporate Restructuring,
Oglethorpe's transmission business was sold to, and is now owned
and operated by, Georgia Transmission Corporation (An Electric
Membership Corporation) ("GTC"), a recently formed Georgia
electric membership corporation. Oglethorpe's system operations
business was sold to, and is now owned and operated by, Georgia
System Operations Corporation ("GSOC"), a recently formed Georgia
nonprofit corporation. Oglethorpe continues to own and operate
its power supply business. Oglethorpe and the 39 Members are
members of GTC and GSOC. (See "BUSINESS OF OGLETHORPE--Corporate
Restructuring," "--Relationship with GTC" and "--Relationship
with GSOC.")

Consumers and
Service Area.......... Oglethorpe is the largest electric cooperative in the United
States in terms of operating revenues, assets, kilowatt-hour
sales and, through the Members, consumers served. The Members
serve approximately 1.2 million electric consumers (meters)
representing approximately 2.6 million people. The Members serve
a region covering approximately 40,000 square miles, which is
approximately 70% of the land area in the State of Georgia,
encompassing 150 of the State's 159 counties.

Sales by the Members in 1996 amounted to approximately 19.6
million megawatt-hours, with 72% to residential consumers, 26% to
commercial and industrial consumers and 2% to other consumers.

Pursuant to the Georgia Territorial Electric Service Act, which
was enacted in 1973 (the "Territorial Act"), the Georgia Public
Service Commission assigned substantially all areas in the State
of Georgia to specific retail suppliers. With limited exceptions,
the Members have the exclusive right to provide retail electric
service in their respective assigned territories,
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8
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<S> <C>
which are predominantly outside of municipal limits. The chief
exception to this exclusivity is that electric suppliers may
compete for most new retail loads of 900 kilowatts or greater.
The Georgia Public Service Commission may not reassign territory
or transfer service except in limited circumstances provided by
the Territorial Act.

(See "THE MEMBERS OF OGLETHORPE--Service Area and Competition.")

Power Supply Business... Oglethorpe provides wholesale electric service to the Members
pursuant to long-term Wholesale Power Contracts described herein.
Oglethorpe supplies capacity and energy to the Members from a
combination of owned and leased generating plants and power
purchased under long-term contracts with power marketers and
other power suppliers.

GENERATION. Oglethorpe owns or leases undivided interests in
thirteen generating units currently in commercial operation.
These units provide Oglethorpe with a total of 3,335 MW of
nameplate capacity, consisting of 1,500.6 MW of coal-fired
capacity, 1,185 MW of nuclear-fueled capacity, 632.5 MW of pumped
storage hydroelectric capacity, 14.8 MW of oil-fired combustion
turbine capacity and 2.1 MW of conventional hydroelectric
capacity. (See "BUSINESS OF OGLETHORPE--Power Supply Business,"
"MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--General" and
"--Generating Facilities.")

POWER MARKETER ARRANGEMENTS. Oglethorpe utilizes long-term power
marketer arrangements to reduce the cost of power to the Members.
Oglethorpe has entered into power marketer agreements with LG&E
Energy Marketing Inc. ("LEM") effective January 1, 1997 for
approximately 50% of the load requirements of the Members and
with Morgan Stanley Capital Group Inc. ("Morgan Stanley")
effective May 1, 1997, with respect to 50% of the forecasted load
requirements of the Members. The LEM agreements are based on the
actual requirements of the Members during the contract term,
whereas the Morgan Stanley agreement represents a fixed supply
obligation.

Under these power marketer agreements, Oglethorpe purchases
energy at fixed prices covering a portion of the costs of energy
to its Members. LEM and Morgan Stanley, in turn, have certain
rights to market excess energy from the Oglethorpe system. All of
Oglethorpe's existing generating facilities and power purchase
arrangements are available for use by LEM and Morgan Stanley for
the term of the respective agreements. Oglethorpe continues to be
responsible for all the costs of its system resources but
receives revenue from LEM and Morgan Stanley for the use of the
resources.

(See "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES-- General"
and "--Power Marketer Arrangements.")

PURCHASED POWER. Oglethorpe purchases a total of approximately
1,250 MW of power pursuant to power purchase agreements with
Georgia Power Company, Big Rivers Electric Corporation, Entergy
Power, Inc. and Hartwell Energy Limited Partnership. Oglethorpe
has also contracted to purchase 275 MW of peaking capacity from
Florida Power Corporation
</TABLE>

9
<PAGE>

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<S> <C>
during the summer of 1998. (See "MEMBER REQUIREMENTS AND POWER
SUPPLY RESOURCES--Power Purchase and Sale Arrangements.")

TRANSMISSION. In connection with the Corporate Restructuring,
Oglethorpe sold its transmission business and assets to GTC. GTC
now provides transmission services to the Members for delivery of
the Members' power purchases from Oglethorpe, Southeastern Power
Administration and any other power suppliers. Oglethorpe has
entered into a transmission agreement with GTC for GTC to provide
transmission services for third party transactions and for
service to Oglethorpe's facilities.

GTC owns approximately 2,300 miles of transmission line and 450
substations of various voltages. GTC succeeded to Oglethorpe's
rights in the Integrated Transmission System, which consists of
transmission facilities owned by GTC, Georgia Power Company,
Municipal Electric Authority of Georgia and the City of Dalton,
Georgia. Common access to the Integrated Transmission System
enables its owners to use their combined resources to make
deliveries to or for their respective consumers, to provide
transmission service to third parties and to make off-system
purchases and sales.

(See "BUSINESS OF OGLETHORPE--Relationship with GTC.")

Wholesale Power
Contracts............. Oglethorpe and each of the Members have entered into
substantially similar Wholesale Power Contracts, each of which
extends through December 31, 2025. Under its Wholesale Power
Contract, a Member is unconditionally obligated on an express
"take-or-pay" basis for a fixed allocation of Oglethorpe's costs
for its existing generation and purchased power resources, as
well as the costs with respect to any future resources in which
such Member elects to participate. Each Wholesale Power Contract
permits a Member to take future incremental power requirements
either from Oglethorpe or other sources.

Each Member's cost responsibility under its Wholesale Power
Contract is based on agreed-upon fixed percentage capacity
responsibilities ("PCRs"). PCRs have been assigned for all of
Oglethorpe's existing generation and purchased power resources.
PCRs for any future resource will be assigned only to Members
choosing to participate in that resource. The Wholesale Power
Contracts provide that each Member is jointly and severally
responsible for all costs and expenses of all existing generation
and purchased power resources, as well as for any future
resources that are approved by 75% of Oglethorpe's Board of
Directors and 75% of the Members. For resources so approved in
which less than all Members participate, costs are shared first
among the participating Members, and if all participating Members
default, each non-participating Member is expressly obligated to
pay a proportionate share of such default.

(See "BUSINESS OF OGLETHORPE--Wholesale Power Contracts" and
"MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES-- Power Marketer
Arrangements.")
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10
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<S> <C>
Rate Regulation
and Rates............. MORTGAGE INDENTURE RATE COVENANT. The Mortgage Indenture requires
Oglethorpe, subject to any necessary regulatory approval, to
establish and collect rates which, together with other revenues
of Oglethorpe, are reasonably expected to yield an MFI Ratio
described herein for each fiscal year equal to at least 1.10. MFI
Ratio is determined by dividing the sum of (i) net margins of
Oglethorpe (after certain defined adjustments), (ii) interest
charges, whether capitalized or expensed, on all indebtedness
secured under the Mortgage Indenture or by a lien equal or prior
to the lien of the Mortgage Indenture, including amortization of
debt discount and expense or premium but excluding interest
charges on indebtedness assumed by GTC ("Interest Charges"), and
(iii) any amount included in net margins for accruals for federal
or state income taxes by Interest Charges. (See "BUSINESS OF
OGLETHORPE--Electric Rates" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--General--RATES AND FINANCIAL COVERAGE REQUIREMENTS.")

FORMULARY RATE AND PRIOR PERIOD ADJUSTMENT MECHANISM. The
formulary rate established by Oglethorpe in the rate schedule to
the Wholesale Power Contracts employs a rate methodology under
which all categories of costs are specifically separated as
components of the formula to determine Oglethorpe's revenue
requirements. The rate schedule also implements the
responsibility for fixed costs assigned to each Member (I.E., the
PCR).

The rate schedule formula also includes a prior period adjustment
("PPA") mechanism designed to ensure that Oglethorpe achieves the
minimum 1.10 MFI Ratio. The PPA provides for the retention of
margins within a range from a 1.10 MFI Ratio to a 1.20 MFI Ratio.
Amounts, if any, by which Oglethorpe fails to achieve a 1.10 MFI
Ratio would be accrued as of December 31 of the applicable year
and collected from the Members during the period April through
December of the following year. Amounts, if any, by which
Oglethorpe exceeds the maximum 1.20 MFI Ratio would be charged
against revenues as of December 31 of the applicable year and
refunded to the Members during the period April through December
of the following year.

(See "BUSINESS OF OGLETHORPE--Electric Rates" and "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--General--RATES AND FINANCIAL COVERAGE REQUIREMENTS.")

RATE REGULATION OF OGLETHORPE. Under the Mortgage Indenture and
related loan contract with the Rural Utilities Service ("RUS"),
adjustments to Oglethorpe's rates to reflect changes in
Oglethorpe's budgets are not subject to RUS approval, except in
limited circumstances. Changes to the rate schedule under the
Wholesale Power Contracts are subject to RUS approval.
Oglethorpe's rates are not subject to the approval of any other
federal or state agency or authority, including the Georgia
Public Service Commission.
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11
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<S> <C>
RATE REGULATION OF MEMBERS. Through provisions in its loan
documents, RUS exercises control and supervision over the rates
for the sale of power of the 34 Members that borrow from it. The
RUS mortgages of such Members require them to design rates with a
view to maintaining an average Times Interest Earned Ratio of not
less than 1.50 and an average Debt Service Coverage Ratio of not
less than 1.25 for the two highest out of every three successive
years.

Five Members have prepaid their RUS indebtedness and are no
longer RUS borrowers. Each of these Members now has a rate
covenant with its current lender.

Although the setting of the retail rates of the Members is not
subject to approval by any federal or state agency or authority
other than, where applicable, RUS, the Territorial Act prohibits
the Members from unreasonable discrimination in the setting of
rates.

(See "THE MEMBERS OF OGLETHORPE--Rate Regulation of Members.")

Competition............. The electric utility industry in the United States is undergoing
fundamental change and is becoming increasingly competitive. (See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS--Competition.")
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12
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SUMMARY FINANCIAL DATA

The following table presents summary historical and pro forma financial data
of Oglethorpe. The summary historical financial data presented as of the end of
and for each year in the three-year period ended December 31, 1996, have been
derived from the audited financial statements of Oglethorpe included in this
Prospectus. The historical financial statements of Oglethorpe as of and for the
fiscal years ended December 31, 1996, and December 31, 1995, have been audited
by Coopers & Lybrand L.L.P., independent public accountants. The historical
financial statements of Oglethorpe as of and for the fiscal year ended December
31, 1994, have been audited by Arthur Andersen LLP, independent public
accountants. The summary historical financial data presented in the following
table as of and for the twelve-month period ended September 30, 1997, are
derived from the unaudited financial statements of Oglethorpe also contained in
this Prospectus which, in the opinion of Oglethorpe's management, include all
adjustments (constituting only normal recurring adjustments) necessary for a
fair presentation of the unaudited financial information. Due to the Corporate
Restructuring, the historical results of operations and financial condition
reflect operations as a combined power supply, transmission and system
operations company through March 31, 1997 and operations solely as a power
supply company thereafter. The results of operations for the twelve months ended
September 30, 1997 are not necessarily indicative of the results of operations
for a fiscal year. The summary pro forma statement of operations data for the
twelve months ended September 30, 1997, and the year ended December 31, 1996,
give effect to the Corporate Restructuring as if it had occurred at October 1,
1996, and January 1, 1996, respectively. The summary pro forma financial data
are provided for informational purposes only and are not necessarily indicative
of Oglethorpe's results of operations had the Corporate Restructuring actually
occurred as of such date and are not intended to project Oglethorpe's results of
operations for any future period. These data should be read in conjunction with
the financial statements of Oglethorpe and the notes thereto included in this
Prospectus, "BUSINESS OF OGLETHORPE--Corporate Restructuring," "UNAUDITED PRO
FORMA CONDENSED FINANCIAL DATA" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
------------------------------- ---------------------------------------------------
TWELVE MONTHS YEAR TWELVE MONTHS
ENDED ENDED ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, ----------------------------------
1997 1996 1997 1996 1995 1994
--------------- -------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Operating revenues........... $ 1,009,245 $ 995,710 $ 1,069,813 $1,101,437 $1,149,561 $1,056,082
Operating expenses........... 776,648 758,834 812,162 818,688 840,884 768,675
Operating margin............. 232,597 236,876 257,651 282,749 308,677 287,407
Net margin................... 8,023 18,414 9,600 21,752 22,258 23,082
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ----------------------------------
1997 1996 1995 1994
-------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Electric plant, net...................................... $3,624,291 $4,376,381 $4,471,762 $4,519,228
Total assets............................................. 4,527,280 5,362,175 5,438,496 5,346,330
Long-term debt, excluding amounts due within one year.... 3,171,511 4,052,470 4,207,320 4,128,080
Obligation under capital leases, long-term............... 289,825 293,682 296,478 303,749
Other obligations........................................ 51,325 41,685 -- --
Patronage capital and membership fees(1)................. 321,771 356,229 338,891 309,496
</TABLE>

- ------------------------

(1) Patronage capital currently constitutes all of Oglethorpe's equity. See Note
1 to the Financial Statements included in this Prospectus.

13
<PAGE>
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 Funds Used During Construction

BPSA................ Block Power Sale Agreement

CFC................. National Rural Utilities Cooperative Finance Corporation

DSC................. Debt Service Coverage Ratio

EMCs................ Electric Membership Cooperatives

EPI................. Entergy Power, Inc.

FERC................ Federal Energy Regulatory Commission

FFB................. Federal Financing Bank

GPC................. Georgia Power Company

GPSC................ Georgia Public Service Commission

GSOC................ Georgia System Operations Corporation

GTC................. Georgia Transmission Corporation (An Electric Membership Corporation)

ITS................. Integrated Transmission System

ITSA................ Revised and Restated Integrated Transmission System Agreement

kWh................. Kilowatt-hours

LEM................. LG&E Energy Marketing Inc.

Members............. The 39 retail distribution cooperatives that are members of Oglethorpe

MEAG................ Municipal Electric Authority of Georgia

MFI................. Margins for Interest

MW.................. Megawatts

MWh................. Megawatt-hours

NRC................. Nuclear Regulatory Commission

PCBs................ Pollution Control Revenue Bonds

PCR................. Percentage Capacity Responsibility

PPA................. Prior Period Adjustment

PURPA............... Public Utility Regulatory Policies Act

RUS................. Rural Utilities Service

SEPA................ Southeastern Power Administration

SONOPCO............. Southern Nuclear Operating Company

TIA................. Trust Indenture Act of 1939, as amended

TIER................ Times Interest Earned Ratio

TVA................. Tennessee Valley Authority
</TABLE>

14
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INTRODUCTION

OGLETHORPE POWER CORPORATION

Oglethorpe Power Corporation (An Electric Membership Corporation)
("Oglethorpe") is a Georgia electric membership corporation incorporated in 1974
and headquartered in metropolitan Atlanta. Oglethorpe is owned by its 39 retail
electric distribution cooperative members (the "Members"), which, in turn, are
owned by their retail consumers. Oglethorpe is the largest electric cooperative
in the United States in terms of operating revenues, assets, kilowatt-hour
("kWh") sales and, through the Members, consumers served. (See "BUSINESS OF
OGLETHORPE.")

As discussed below, the Facility Bonds described herein will be payable from
and secured by basic rentals and certain other amounts to be paid by Oglethorpe
to the Lessors under several leases relating to Plant Robert W. Scherer Unit No.
2 ("Scherer Unit No. 2").

SCHERER UNIT NO. 2

Scherer Unit No. 2 is an 818 megawatt ("MW") coal-fired, steam electric
generating unit located in Monroe County near Forsyth, Georgia. It was placed in
commercial operation in February 1984. Scherer Unit No. 2 is one of four units
in operation located at the Robert W. Scherer Plant ("Plant Scherer") which are
of similar size and design. On December 30, 1985, Oglethorpe sold its entire 60%
undivided ownership interest in Scherer Unit No. 2 as part of the Sale and
Leaseback Transactions described herein. The purchasers are leasing their
respective interests back to Oglethorpe. The remaining 40% interest in Scherer
Unit No. 2 is owned by Georgia Power Company ("GPC") (8.4%), Municipal Electric
Authority of Georgia ("MEAG") (30.2%) and the City of Dalton, Georgia ("Dalton")
(1.4%).

SALE AND LEASEBACK TRANSACTIONS

On December 30, 1985, in four separate transactions (the "Sale and Leaseback
Transactions"), Oglethorpe sold its entire 60% undivided ownership interest in
Scherer Unit No. 2 to four separate owner trusts (the "Lessors") established by
four different institutional investors (the "Equity Investors"). Each Lessor
holds its respective undivided ownership interest in Scherer Unit No. 2 for the
benefit of its respective Equity Investor. Each Lessor has leased its respective
undivided ownership interest back to Oglethorpe on a long-term net lease basis
under a separate lease. Wilmington Trust Company and NationsBank, N.A., as
successor by merger to The Citizens and Southern National Bank, acting through
its agent, The Bank of New York, currently serve as co-owner trustees for each
of the four Lessors.

Oglethorpe received total proceeds of $395,000,000 from the Lessors for the
undivided ownership interests in Scherer Unit No. 2 sold pursuant to the Sale
and Leaseback Transactions. Such proceeds were used by Oglethorpe primarily to
repay financing for Scherer Unit No. 2 provided by the Federal Financing Bank
(the "FFB"). Of the total consideration, the Lessors severally borrowed an
aggregate of $275,446,000 on a nonrecourse basis from CoBank, ACB ("CoBank"),
formerly known as Columbia Bank for Cooperatives, which borrowings were
evidenced by four promissory notes (the "CoBank Lessor Notes"), each issued
under a separate trust indenture. The Lessors financed the remaining aggregate
of $119,554,000 of the purchase price for Oglethorpe's undivided ownership
interest in Scherer Unit No. 2 with funds contributed as equity by the Equity
Investors.

On October 20, 1986, three of the Lessors repaid their respective CoBank
Lessor Notes issued in the Sale and Leaseback Transactions with the proceeds of
a loan from OPC Scherer Funding Corporation to each such Lessor following a
public offering of debt obligations of OPC Scherer Funding Corporation. The
loans to such Lessors by OPC Scherer Funding Corporation were nonrecourse to the
Lessors and were evidenced by promissory notes (the "1986 Lessor Notes") issued
under three of the trust indentures. Approximately $9,858,500 of the proceeds of
the 1986 Lessor Notes was paid to the Equity Investors as a partial repayment of
their equity investments.

15
<PAGE>
On December 17, 1997, OPC Scherer 1997 Funding Corporation A ("OPC Scherer
1997 Funding Corporation") issued $224,702,000 aggregate principal amount of
Serial Facility Bonds Due June 30, 2011 (the "Private Facility Bonds"). OPC
Scherer 1997 Funding Corporation loaned the proceeds of the offering of the
Private Facility Bonds to the Lessors, who used such funds and certain other
funds provided by Oglethorpe to prepay in full the CoBank Lessor Note and the
three 1986 Lessor Notes. OPC Scherer Funding Corporation applied the payments on
the 1986 Lessor Notes to redeem the outstanding public debt issued in 1986.

ABSENCE OF CASH PROCEEDS

This offering (the "Exchange Offer") of Serial Facility Bonds Due June 30,
2011 (the "Exchange Facility Bonds") is intended to satisfy certain obligations
of Oglethorpe under an Exchange and Registration Rights Agreement (the
"Registration Rights Agreement"), which grants holders of Private Facility Bonds
certain exchange and registration rights. Neither Oglethorpe nor OPC Scherer
1997 Funding Corporation will receive any cash proceeds from the issuance of the
Exchange Facility Bonds offered hereby. The Lessors have agreed to pay the
expenses of the Exchange Offer. The Private Facility Bonds surrendered in
exchange for the Exchange Facility Bonds will be retired and canceled and cannot
be reissued. The Exchange Facility Bonds and any Private Facility Bonds not
exchanged in the Exchange Offer are sometimes referred to herein collectively as
the "Facility Bonds."

SECURITY AND SOURCE OF PAYMENT FOR THE FACILITY BONDS

The Facility Bonds will be issued under a Collateral Trust Indenture, dated
as of December 1, 1997 (the "Collateral Trust Indenture"), among OPC Scherer
1997 Funding Corporation, Oglethorpe and SunTrust Bank, Atlanta, as indenture
trustee (in such capacity, the "Collateral Trust Trustee"). Pursuant to the
Collateral Trust Indenture, the Facility Bonds will be payable from, and secured
by a pledge and assignment of, a nonrecourse note issued by each Lessor
(collectively, the "Refunding Lessor Notes") under a separate Amended and
Restated Indenture of Trust, Deed to Secure Debt and Security Agreement, each
dated as of December 1, 1997 (the "Lease Indentures"), between the respective
Lessor and the respective trustee of each Lease Indenture (the "Lease Indenture
Trustees"). The Refunding Lessor Notes issued by the Lessors will equal in the
aggregate the principal amount of the Facility Bonds and have been pledged to
the Collateral Trust Trustee.

As described below, the source of payments on the Refunding Lessor Notes is
amounts payable by Oglethorpe under four separate leases amended in connection
with the offering of the Private Facility Bonds pursuant to which each Lessor
leases its respective undivided ownership interest in Scherer Unit No. 2 (the
"Leases"). The Refunding Lessor Notes issued with respect to the Facility Bonds
will be payable on such dates and in such amounts as are required to pay in full
the principal of and premium, if any, and interest on the Facility Bonds when
due. The Facility Bonds will constitute, in effect, a nonrecourse borrowing by
and on behalf of the Lessors, secured by the Lessors' interests in Scherer Unit
No. 2 and Oglethorpe's obligations to the Lessors under the Leases (as more
fully described below and herein).

The Refunding Lessor Note of each Lessor is secured under its Lease
Indenture by, among other things, a lien on and security interest in (i) such
Lessor's interest in its Lease with Oglethorpe, including the rights of such
Lessor to receive all basic rental and certain other payments thereunder (other
than Excepted Payments as defined therein); (ii) such Lessor's undivided
ownership interest in Scherer Unit No. 2; and (iii) such Lessor's rights under
the Support Agreements described herein. Each Lease requires that basic rental
and certain other payments be made by Oglethorpe in such amounts and at such
times as will always provide for the payment of the principal of and premium, if
any, and interest on all Lessor Notes (as described herein) issued by the
related Lessor, including such Lessor's Refunding Lessor Notes, when due,
whether at maturity, upon redemption or otherwise. The Refunding Lessor Notes
are without recourse to the general credit of any Lessor or Equity Investor. As
such, the only

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sources of payment for the Refunding Lessor Notes, and thus for the Facility
Bonds, will be the basic rentals and certain other payments to be made by
Oglethorpe to the Lessors under the Leases and, if ultimately required, the
proceeds of collateral securing such obligations. Each such Lease is a net lease
pursuant to which Oglethorpe is unconditionally obligated to make all payments
thereunder without any right of counterclaim, setoff, deduction or defense.
However, the Facility Bonds will not be, and the Refunding Lessor Notes are not,
direct obligations of or guaranteed by Oglethorpe. For information with respect
to certain factors that may affect the foregoing, see "DESCRIPTION OF THE
FACILITY BONDS-- Considerations Relating to Security."

Subject to certain exceptions described herein, the Lease Indenture Trustee
is entitled to exercise applicable remedies on behalf of the holder of each
Refunding Lessor Note in the event of a default thereunder. Holders of the
Facility Bonds will be entitled, through the Collateral Trust Trustee as holder
of the Refunding Lessor Notes, to direct the Lease Indenture Trustees with
respect to matters relating to such exercise of remedies as permitted by the
Lease Indentures. (See "DESCRIPTION OF THE FACILITY BONDS--Voting of Lessor
Notes.")

Subject to the limitations described below, additional notes of each Lessor
("Additional Notes"; together with the Refunding Lessor Notes, the "Lessor
Notes") are permitted to be issued under each Lessor's Lease Indenture (i) to
refinance any previously issued Lessor Notes, including the Refunding Lessor
Notes, and to finance all costs and expenses in connection therewith; (ii) to
provide funds in connection with certain requirements of the related Tax
Indemnification Agreement described herein; and (iii) to provide funds for all
or any portion of any addition or improvement to Scherer Unit No. 2 ("Capital
Improvements").

No Additional Notes to be issued for the purpose set forth in (ii) above may
be issued if the aggregate principal amount of all Lessor Notes outstanding
under the applicable Lease Indenture (including the proposed Additional Notes)
exceeds 80% of the purchase price for the acquisition of such Lessor's undivided
interest in Scherer Unit No. 2 ("Lessor's Cost").

No Additional Notes to be issued for the purpose set forth in (iii) above
may be issued: (1) if the aggregate principal amount of all Lessor Notes issued
and outstanding under such Lease Indenture (including the proposed Additional
Notes) exceeds an amount equal to 80% of the sum of (A) the Lessor's Cost, (B)
such Lessor's share of the cumulative cost of all Capital Improvements
theretofore incorporated or installed during the term of the Lease and financed
by such Lessor or with Lessor Notes, and (C) such Lessor's share of the cost of
the Capital Improvements proposed to be financed with such Additional Notes; or
(2) if the aggregate principal amount of all Additional Notes issued under such
Lease Indenture for Capital Improvements (including the proposed Additional
Notes) exceeds an amount equal to 80% of the sum of (A) such Lessor's share of
the cumulative cost of all Capital Improvements theretofore incorporated or
installed during the term of the Lease and (B) the cost of the Capital
Improvements proposed to be financed with such Additional Notes. Moreover, the
aggregate principal amount of all Lessor Notes issued under all Lease Indentures
for the purpose set forth in (iii) above may not exceed $125,000,000.

In addition, before Additional Notes may be issued for the purposes set
forth in (ii) and (iii) above, the applicable Lease Indenture Trustee must give
ten days notice to the holders of the related Lessor Notes of the proposed
issuance of Additional Notes. No Additional Notes may be issued if, during such
ten day period, such holders of Lessor Notes notify such Lease Indenture Trustee
that certain requirements for issuing Additional Notes have not been met and
direct such Lease Indenture Trustee not to allow the issuance of such Additional
Notes.

For further information with respect to the source of payment for the
Facility Bonds and the provisions of the Collateral Trust Indenture and the
Lease Indentures relating thereto, see "DESCRIPTION OF THE FACILITY BONDS" and
"DESCRIPTION OF THE LEASE INDENTURES."

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OPC SCHERER 1997 FUNDING CORPORATION

OPC Scherer 1997 Funding Corporation is a special purpose corporation
incorporated in Delaware on May 28, 1997, for the purpose of facilitating the
refinancing of the respective undivided ownership interest of each Lessor in
Scherer Unit No. 2. The business of OPC Scherer 1997 Funding Corporation is
restricted by its certificate of incorporation (which cannot be amended without
the consent of the Lease Indenture Trustees) to the issuance and sale of the
Private Facility Bonds, application of the proceeds thereof, the issuance of the
Exchange Facility Bonds and completion of the Exchange Offer and, possibly, the
issuance of other indebtedness, the proceeds of which would be used to make
loans to the Lessors to finance, among other things, additions or improvements
to Scherer Unit No. 2. The assets of OPC Scherer 1997 Funding Corporation
consist of (i) the Refunding Lessor Notes issued with respect to the Facility
Bonds and, if additional loans are made to the Lessors by OPC Scherer 1997
Funding Corporation, additional Lessor Notes and (ii) $1,000 in cash,
representing the equity capital contributed by its sole shareholder. The
Refunding Lessor Notes, and such other Lessor Notes, if any, will be payable
from basic rental and certain other payments made by Oglethorpe to the Lessors
under the Leases. OPC Scherer 1997 Funding Corporation is to function only as an
agent of the Lessors (and not as principal) with respect to the Facility Bonds
and to represent itself only as an agent of the Lessors (and not as principal)
in dealings with third parties relating to the Facility Bonds.

The sole shareholder of OPC Scherer 1997 Funding Corporation is the Scherer
Trust, a Massachusetts charitable trust. J H Holdings Corporation, a
Massachusetts corporation, is the trustee of the Scherer Trust. J.H. Management
Corporation, a Massachusetts corporation, is the sole beneficiary of the Scherer
Trust. All of the stock of J H Holdings Corporation and J.H. Management
Corporation is held by the 1960 Trust, an independent charitable organization
qualified under Section 501(c)(3) of the Internal Revenue Code, and operated for
the benefit of a Massachusetts charitable institution. Neither Oglethorpe nor
any Lessor or Equity Investor holds any ownership interest in OPC Scherer 1997
Funding Corporation, J H Holdings Corporation or J.H. Management Corporation,
and no person affiliated with Oglethorpe, any Lessor or Equity Investor is an
officer, director or employee of OPC Scherer 1997 Funding Corporation, J H
Holdings Corporation or J.H. Management Corporation.

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FLOW OF FUNDS FOR DEBT SERVICE PAYMENTS ON THE FACILITY BONDS

MEMBERS OF OGLETHORPE AND OTHER POWER PURCHASERS

(Power Sales Revenues)

OGLETHORPE POWER CORPORATION (LESSEE)

(Rental Payments Due Under the Leases)

TRUSTEES FOR THE LESSORS (LEASE INDENTURE TRUSTEES)

(Debt Service for Refunding Lessor Notes) -- -- -- -- -- -- --

(Excess Cash Flow)

TRUSTEE FOR OPC SCHERER 1997 FUNDING CORPORATION (COLLATERAL TRUST TRUSTEE)

OWNER TRUSTEES (LESSORS)

(Debt Service for Facility Bonds)

(Repayment of Equity Investments)

FACILITY BONDHOLDERS

EQUITY INVESTORS

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BUSINESS OF OGLETHORPE

GENERAL

Oglethorpe is a Georgia electric membership corporation incorporated in 1974
and headquartered in metropolitan Atlanta. Oglethorpe is owned by its 39
Members, who, in turn, are owned by their retail consumers. Oglethorpe is the
largest electric cooperative in the United States in terms of operating
revenues, assets, kWh sales and, through the Members, consumers served.
Oglethorpe has approximately 170 employees, after reflecting the effect of a
recent corporate restructuring and a business alliance transaction. (See
"Corporate Restructuring" and "Relationship with Intellisource" herein.)

As with cooperatives generally, Oglethorpe operates on a not-for-profit
basis. Oglethorpe's principal business is providing wholesale electric power to
the Members. (See "Power Supply Business" herein.) The Members are local
consumer-owned distribution cooperatives providing retail electric service on a
not-for-profit basis. In general, the customer base of the Members consists of
residential, commercial and industrial consumers within specific geographic
areas. The Members serve approximately 1.2 million electric consumers (meters)
representing approximately 2.6 million people. For information on the Members,
see "THE MEMBERS OF OGLETHORPE."

Oglethorpe's mailing address is 2100 East Exchange Place, Post Office Box
1349, Tucker, Georgia 30085-1349, and its telephone number is (770) 270-7600.

COOPERATIVE PRINCIPLES

Cooperatives like Oglethorpe are business organizations owned by their
members, which are also either their wholesale or retail customers. As
not-for-profit organizations, cooperatives are intended to provide services to
their members at the lowest possible cost, in part by eliminating the need to
produce profits or a return on equity. Cooperatives may make sales to
non-members, the effect of which is generally to reduce costs to members. Today,
cooperatives operate throughout the United States in such diverse areas as
utilities, agriculture, irrigation, insurance and credit.

All cooperatives are based on similar business principles and legal
foundations. Generally, an electric cooperative designs its rates to recover its
cost-of-service and plans to collect a reasonable amount of revenues in excess
of expenses (I.E., margins) to increase its patronage capital, which is the
equity component of its capitalization. Any such margins, which are considered
capital contributions (I.E., equity) from the members, are held for the accounts
of the members without interest and returned to them when the board of directors
of the cooperative deems it prudent to do so. The timing and amount of any
actual return of capital to the members depends on the financial goals of the
cooperative and the cooperative's loan and security agreements.

CORPORATE RESTRUCTURING

Oglethorpe and the Members completed a corporate restructuring (the
"Corporate Restructuring") on March 11, 1997, in which Oglethorpe was divided
into three specialized operating companies to respond to increasing competition
and regulatory changes in the electric industry. As part of the Corporate
Restructuring, Oglethorpe's transmission business was sold to and is now owned
and operated by Georgia Transmission Corporation (An Electric Membership
Corporation) ("GTC"), a recently formed Georgia electric membership corporation.
Oglethorpe's system operations business was sold to and is now owned and
operated by Georgia System Operations Corporation ("GSOC"), a recently formed
Georgia nonprofit corporation. Oglethorpe continues to own and operate its power
supply business.

The purchase price GTC paid Oglethorpe for the transmission business was
based on an appraisal of the fair market value of such business, as determined
by an independent appraiser, and was approximately $709 million. The purchase
price was paid primarily by GTC's assumption of a portion

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(approximately 16.86%) of Oglethorpe's long-term secured debt in an amount equal
to approximately $686 million. Approximately $541 million of this debt (payable
to the Rural Utilities Service ("RUS"), FFB and CoBank) became the sole
obligation of GTC, and Oglethorpe was released from all liability with regard to
this debt. The remaining $145 million of debt assumed by GTC relates to
Oglethorpe's pollution control revenue bonds ("PCBs"). While GTC assumed and
agreed to pay this $145 million of debt, Oglethorpe was not legally released
from its obligation to repay this debt. For financial reporting purposes, this
debt is not shown on Oglethorpe's balance sheet and is shown on Oglethorpe's
capitalization table as being assumed by GTC. (See "UNAUDITED PRO FORMA
CONDENSED FINANCIAL DATA," "SELECTED FINANCIAL DATA," "CAPITALIZATION" and the
Financial Statements of Oglethorpe and the notes thereto included in this
Prospectus.) The remainder of the purchase price was paid by GTC from cash
obtained through a loan from National Rural Utilities Cooperative Finance
Corporation ("CFC") and the assumption of approximately $2 million of other
Oglethorpe liabilities. Oglethorpe also made a special patronage capital
distribution of approximately $49 million to the Members which was used by the
Members to establish equity in and to provide initial working capital to GTC.
Oglethorpe and the 39 Members are the owners and members of GTC. GTC now
provides transmission services to the Members, Oglethorpe and third parties. GTC
has succeeded to all of Oglethorpe's rights and obligations with respect to the
Integrated Transmission System ("ITS"). (See "Relationship with GTC" herein for
further discussion of the ITS.)

The system operations business and assets sold to GSOC consist of the system
control center and related energy control and revenue metering systems
equipment. The purchase price totaled approximately $9.4 million and was paid by
(i) GSOC's assumption of Oglethorpe's obligations under an existing note held by
the RUS, (ii) delivery of a purchase money note payable to Oglethorpe, and (iii)
the assumption of certain other liabilities of Oglethorpe. Oglethorpe, the
Members and GTC are the owners and members of GSOC. GSOC now operates the system
control center and provides system operations services to the Members,
Oglethorpe and GTC.

Oglethorpe continues to operate its power supply business. Oglethorpe
retained all of its owned and leased generation assets and, as of September 30,
1997, had total assets of approximately $4.5 billion and total long-term debt of
approximately $3.5 billion. Oglethorpe also continues to administer its power
purchase contracts and provide marketing support functions to the Members. (See
"Power Supply Business" herein and "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES.")

Effective with the Corporate Restructuring, the Members amended Oglethorpe's
Bylaws to implement a new governance structure with an 11-member board of
directors consisting of six directors elected from the Members, four independent
outside directors and Oglethorpe's President and Chief Executive Officer. This
smaller board replaced Oglethorpe's former 39-member board comprised of
directors nominated from and by each Member. (See "MANAGEMENT" for further
information.)

Contemporaneously with the Corporate Restructuring, Oglethorpe replaced its
prior Consolidated Mortgage and Security Agreement, dated as of September 1,
1994, by and among Oglethorpe and the United States of America, acting through
the Administrator of the RUS, and certain other mortgagees (the "RUS Mortgage"),
with an Indenture, dated as of March 1, 1997, from Oglethorpe to SunTrust Bank,
Atlanta ("SunTrust"), as trustee (as supplemented, the "Mortgage Indenture"). As
did the RUS Mortgage, the Mortgage Indenture constitutes a lien on substantially
all of the owned tangible and certain intangible property of Oglethorpe. (See
"Electric Rates" herein and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--General--RATES AND FINANCIAL COVERAGE
REQUIREMENTS" for further discussion of the revenue requirements of the Mortgage
Indenture.)

Immediately after the Corporate Restructuring, Oglethorpe's corporate name
was changed from "Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation)" to

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"Oglethorpe Power Corporation (An Electric Membership Corporation)" to reflect
that it no longer provides transmission services.

In connection with the Corporate Restructuring, Oglethorpe agreed to remove
the costs of its marketing services business from its general rates and recover
these costs on a fee-for-services basis beginning in 1998. Oglethorpe has
created a stock subsidiary, EnerVision, Inc., Tailored Energy Solutions
("EnerVision"), to which it has transferred its marketing services business,
which includes 36 full-time and 12 part-time employees. Further, all or part of
this subsidiary may be sold to third parties. Oglethorpe does not expect any of
these potential actions to have a material effect on its financial condition or
results of operations.

POWER SUPPLY BUSINESS

Oglethorpe provides wholesale electric service to the 39 Members pursuant to
long-term, take-or-pay Wholesale Power Contracts described herein that obligate
the Members on a joint and several basis to pay rates sufficient to pay all the
costs of owning and operating Oglethorpe's power supply business. (See
"Wholesale Power Contracts" herein.) Oglethorpe supplies capacity and energy to
the Members from a combination of owned and leased generating plants and power
purchased under long-term contracts with other power suppliers and power
marketers. GTC provides transmission services to the Members for delivery of the
Members' power purchases.

Oglethorpe owns or leases undivided interests in thirteen generating units
currently in commercial operation. These units provide Oglethorpe with a total
of 3,335 MW of nameplate capacity, consisting of 1,500.6 MW of coal-fired
capacity, 1,185 MW of nuclear-fueled capacity, 632.5 MW of pumped storage
hydroelectric capacity, 14.8 MW of oil-fired combustion turbine capacity and 2.1
MW of conventional hydroelectric capacity. Oglethorpe's generating units consist
of 30% undivided interests in the Edwin I. Hatch Plant ("Plant Hatch"), the Hal
B. Wansley Plant ("Plant Wansley") and the Alvin W. Vogtle Plant ("Plant
Vogtle"), a 60% undivided interest in the Robert W. Scherer Unit No. 1 ("Scherer
Unit No. 1"), a 60% undivided interest in Scherer Unit No. 2, a 100% interest in
the Tallassee Project at the Walter W. Harrison Dam ("Tallassee") and a 74.61%
undivided interest in the Rocky Mountain Pumped Storage Hydroelectric Facility
("Rocky Mountain"). Plant Hatch consists of two nuclear-fueled units, with
nameplate ratings of 810 MW and 820 MW, respectively. Plant Wansley consists of
two coal-fired units, each with a nameplate rating of 865 MW. Plant Wansley also
includes a 49.2 MW oil-fired combustion turbine. Plant Vogtle consists of two
nuclear-fueled units, each with a nameplate rating of 1,160 MW. Plant Scherer
consists of four coal-fired units, each with a nameplate rating of 818 MW, with
Oglethorpe having an interest only in Scherer Unit No. 1 and Scherer Unit No. 2.
Tallassee is a conventional hydroelectric facility with a nameplate rating of
2.1 MW. Rocky Mountain is a 3 unit pumped storage hydroelectric facility with a
nameplate rating of 847.8 MW. (See "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES--General" and "--Generating Facilities--GENERAL.")

Participants in Plants Hatch, Wansley and Vogtle and Scherer Units No. 1 and
No. 2 also include MEAG, Dalton and GPC. GPC serves as operating agent for these
units. GPC is also a participant in Rocky Mountain which is operated by
Oglethorpe.

Oglethorpe utilizes long-term power marketer arrangements to reduce the cost
of power to the Members. Oglethorpe has entered into power marketer agreements
with LG&E Energy Marketing Inc. ("LEM") effective January 1, 1997, for
approximately 50% of the load requirements of the Members and with Morgan
Stanley Capital Group Inc. ("Morgan Stanley") effective May 1, 1997, with
respect to 50% of the forecasted load requirements of the Members. The LEM
agreements are based on the actual requirements of the Members during the
contract term, whereas the Morgan Stanley agreement represents a fixed supply
obligation. Under these power marketer agreements, Oglethorpe purchases energy
at fixed prices covering a portion of the costs of energy to its Members. LEM
and Morgan Stanley, in turn, have certain rights to market excess energy from
the Oglethorpe system. All of Oglethorpe's existing

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generating facilities and power purchase arrangements are available for use by
LEM and Morgan Stanley for the term of the respective agreements. Oglethorpe
continues to be responsible for all the costs of its system resources but
receives revenue from LEM and Morgan Stanley for the use of the resources. (See
"MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--General" and "--Power Marketer
Arrangements.")

Oglethorpe purchases a total of approximately 1,250 MW of power pursuant to
power purchase agreements with GPC, Big Rivers Electric Corporation ("Big
Rivers"), Entergy Power, Inc. ("EPI"), and Hartwell Energy Limited Partnership
("Hartwell"). Oglethorpe has also contracted to purchase 275 MW of peaking
capacity from Florida Power Corporation during the summer of 1998. (See "MEMBER
REQUIREMENTS AND POWER SUPPLY RESOURCES--Power Purchase and Sale Arrangements.")

WHOLESALE POWER CONTRACTS

In connection with the Corporate Restructuring, Oglethorpe and each of the
Members entered into substantially similar Amended and Restated Wholesale Power
Contracts, dated August 1, 1996 (the "Wholesale Power Contracts"), each of which
extends through December 31, 2025. Each Wholesale Power Contract permits a
Member to take future incremental power requirements either from Oglethorpe or
other sources. Under its Wholesale Power Contract, a Member is unconditionally
obligated on an express "take-or-pay" basis for a fixed allocation of
Oglethorpe's costs for its existing generation and purchased power resources, as
well as the costs with respect to any future resources in which such Member
elects to participate. Each Wholesale Power Contract specifically provides that
the Member must make payments whether or not power is delivered and whether or
not a plant has been sold or is otherwise unavailable. Oglethorpe is obligated
to use its reasonable best efforts to operate, maintain and manage its resources
in accordance with prudent utility practices. The Wholesale Power Contracts
provide that Oglethorpe will be responsible for power supply planning, resource
procurement and sales of capacity and energy for Members unless a Member
notifies Oglethorpe that it does not want Oglethorpe to provide those services
to it.

Each Member's cost responsibility under its Wholesale Power Contract is
based on agreed-upon fixed percentage capacity responsibilities ("PCRs"). PCRs
have been assigned for all of Oglethorpe's existing generation and purchased
power resources. PCRs for any future resource will be assigned only to Members
choosing to participate in that resource. The Wholesale Power Contracts provide
that each Member will be jointly and severally responsible for all costs and
expenses of all existing generation and purchased power resources, as well as
for any future resources (whether or not such Member has elected to participate
in such future resource) that are approved by 75% of Oglethorpe's Board of
Directors and 75% of the Members. For resources so approved in which less than
all Members participate, costs are shared first among the participating Members,
and if all participating Members default, each non-participating Member is
expressly obligated to pay a proportionate share of such default.

The Wholesale Power Contracts contain covenants by each Member (i) to
establish, maintain and collect rates and charges for the service of its
electric system, and (ii) to conduct its business in a manner which will produce
revenues and receipts at least sufficient to enable the Member to pay to
Oglethorpe, when due, all amounts payable by the Member under its Wholesale
Power Contract and to pay any and all other amounts payable from, or which might
constitute a charge or a lien upon, the revenues and receipts derived from its
electric system, including all operation and maintenance expenses and the
principal of, premium, if any, and interest on all indebtedness related to the
Member's electric system.

See "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES" for a description of
the Members' demand and energy requirements and the related power supply
resources. See also "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--Power
Marketing Arrangements--RELATED AGREEMENTS" regarding supplemental agreements to
the Wholesale Power Contracts relating to the power marketer agreements.

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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, together with its revenues from all other sources, will be sufficient,
but only sufficient to pay all costs of its system, including 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, all costs associated with decommissioning or
otherwise retiring any generating facility, 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 financial requirements
under the Mortgage Indenture. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--General--RATES AND FINANCIAL
COVERAGE REQUIREMENTS.")

Under the Mortgage Indenture, Oglethorpe is required, subject to any
necessary regulatory approval, to establish and collect rates which are
reasonably expected, together with other revenues of Oglethorpe, to yield an MFI
Ratio described herein for each fiscal year equal to at least 1.10. Margins for
Interest ("MFI") is defined in the Mortgage Indenture to be the sum of net
margins of Oglethorpe (which includes revenues of Oglethorpe subject to refund
at a later date but excludes provisions for (i) non-recurring charges to income,
including the non-recoverability of assets or expenses, except to the extent
Oglethorpe determines to recover such charges in rates, and (ii) refunds of
revenues collected or accrued subject to refund) plus interest charges, whether
capitalized or expensed, on all indebtedness secured under the Mortgage
Indenture or by a lien equal or prior to the lien of the Mortgage Indenture,
including amortization of debt discount and expense or premium but excluding
interest charges on indebtedness assumed by GTC ("Interest Charges"), plus any
amount included in net margins for accruals for federal or state income taxes
imposed on income after deduction of interest expense. MFI takes into account
any item of net margin, loss, gain or expenditure of any affiliate or subsidiary
of Oglethorpe only if Oglethorpe has received such net margins or gains as a
dividend or other distribution from such affiliate or subsidiary or if
Oglethorpe has made a payment with respect to such losses or expenditures. "MFI
Ratio" is the ratio of MFI to total Interest Charges for a given period. (See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS-- General--RATES AND FINANCIAL COVERAGE REQUIREMENTS.")

The formulary rate established by Oglethorpe in the rate schedule to the
Wholesale Power Contracts employs a rate methodology under which all categories
of costs are specifically separated as components of the formula to determine
Oglethorpe's revenue requirements. The rate schedule also implements the
responsibility for fixed costs assigned to each Member (I.E., the PCR). The
monthly charges for capacity and other non-energy charges are based on
Oglethorpe's annual budget. Such capacity and other non-energy charges may be
adjusted by the Board of Directors, if necessary, during the year through an
adjustment to the annual budget. Energy charges reflect the pass-through of
actual energy costs whether incurred from generation or purchased power
resources or under the power marketing arrangements.

The rate schedule formula also includes a prior period adjustment ("PPA")
mechanism designed to ensure that Oglethorpe achieves the minimum 1.10 MFI
Ratio. The PPA provides for the retention of margins within a range from a 1.10
MFI Ratio to a 1.20 MFI Ratio. Amounts, if any, by which Oglethorpe fails to
achieve a minimum 1.10 MFI Ratio would be accrued as of December 31 of the
applicable year and collected from the Members during the period April through
December of the following year. Amounts, if any, by which Oglethorpe exceeds the
maximum 1.20 MFI Ratio would be charged against revenues as of December 31 of
the applicable year and refunded to the Members during the period April through
December of the following year. The rate schedule formula is intended to provide
for the collection of revenues which, together with revenues from all other
sources, are equal to all costs and

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expenses recorded by Oglethorpe, plus amounts necessary to achieve at least the
minimum 1.10 MFI Ratio.

Under the terms of Oglethorpe's prior RUS Mortgage, all rate revisions by
Oglethorpe were subject to the approval of RUS. Under the Mortgage Indenture and
related loan contract with RUS, however, adjustments to Oglethorpe's rates to
reflect changes in Oglethorpe's budgets are not subject to RUS approval, except
for any reduction in rates in a fiscal year following a fiscal year in which
Oglethorpe has failed to meet the minimum 1.10 MFI Ratio set forth in the
Mortgage Indenture. Changes to the rate schedule under the Wholesale Power
Contracts are subject to RUS approval. Oglethorpe's rates are not subject to the
approval of any other federal or state agency or authority, including the
Georgia Public Service Commission (the "GPSC").

For information regarding future rates, see "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--General--RATES AND
FINANCIAL COVERAGE REQUIREMENTS."

RELATIONSHIP WITH GTC

GTC purchased and is operating the transmission system as described in
"Corporate Restructuring" herein. Oglethorpe and the 39 Members are members of
GTC. GTC provides transmission services to the Members for delivery of the
Members' power purchases from Oglethorpe, Southeastern Power Administration
("SEPA") and any other power suppliers. GTC also provides transmission services
to Oglethorpe and third parties. Oglethorpe has entered into a transmission
agreement with GTC to provide transmission services for third party transactions
and for service to Oglethorpe's headquarters and the administration building at
Rocky Mountain.

In connection with the Corporate Restructuring, GTC and the Members entered
into Member Transmission Service Agreements (the "Member Transmission
Agreements") under which GTC provides transmission service to the Members
pursuant to a transmission tariff. The Member Transmission Agreements have a
minimum term for network service for current load until December 31, 2025. After
an initial ten-year term, load growth above 1995 requirements may, with notice
to GTC, be served by others. The Member Transmission Agreements provide that if
a Member elects to purchase a part of its network service elsewhere, it must pay
appropriate stranded costs to protect the other Members from any rate increase
that could otherwise occur. Under the Member Transmission Agreements, Members
have the right to design, construct and own new distribution substations.

The Member Transmission Agreements provide that the Members are responsible,
on a joint and several basis, for all of GTC's costs relating to its
transmission business. The Member Transmission Agreements contain express
covenants of the Members to set and collect retail rates sufficient to allow the
Members to meet their respective obligations under the Member Transmission
Agreements. The rate formula set forth in the transmission tariff is intended to
recover all costs and expenses paid or incurred by GTC. The rate expressly
includes in the description of costs to be recovered all principal and interest
on indebtedness of GTC (including any indebtedness of Oglethorpe assumed by
GTC). The rate further expressly provides for GTC to earn sufficient margins to
satisfy the requirements of its new mortgage indenture, which is substantially
similar to Oglethorpe's Mortgage Indenture.

The GTC transmission tariff and associated Member Transmission Agreements
were developed to be consistent with federal transmission policy as expressed in
Order 888 of the Federal Energy Regulatory Commission ("FERC"). FERC's Order 888
mandates open access to essentially all transmission systems in order to promote
competition in the bulk power markets and provides that non-regulated utilities
(such as Oglethorpe and GTC) must provide access to their transmission systems
on reciprocal terms and conditions in order to obtain transmission from
FERC-regulated utilities. The transmission tariff and Member Transmission
Agreements have been designed to facilitate the operation of GTC in the new
regulatory environment and, accordingly, provide for GTC to serve on a
nondiscriminatory basis

25
<PAGE>
both member and non-member customers on terms intended to meet FERC's
reciprocity requirement. For information regarding a FERC filing relating to GTC
and Oglethorpe, see "Legal Proceedings" herein.

GTC owns approximately 2,300 miles of transmission line and 450 substations
of various voltages. In connection with the Corporate Restructuring, GTC
succeeded to Oglethorpe's rights in the ITS, which consists of transmission
facilities owned by GTC, GPC, MEAG and Dalton. Through agreements, common access
to the combined facilities that compose the ITS enables the owners to use their
combined resources to make deliveries to or for their respective consumers, to
provide transmission service to third parties and to make off-system purchases
and sales.

GTC's rights and obligations with respect to the ITS are governed by the
Revised and Restated Integrated Transmission System Agreement with GPC (the
"ITSA"), which was assigned to GTC in connection with the Corporate
Restructuring. The ITSA provides 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 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 committee (the "Joint Committee") composed of
two representatives from each of GTC, GPC, MEAG and Dalton. 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. Each ITS participant is generally required to
maintain an original cost investment in the Transmission Facilities in
proportion to their respective Peak Loads (as defined in the ITSA).

GTC 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 GTC. In addition, GPC is required to provide such supervision,
operation and maintenance supplies, spare parts, equipment and labor for the
operation, maintenance and construction of Transmission Facilities as may be
specified by GTC. GPC is also required to perform certain emergency work under
the Transmission Operation Contract. GTC 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
GTC. The term of the Transmission Operation Contract will continue from year to
year unless terminated by either party upon four years' notice. GTC is required
to pay its proportionate share of the cost for the services provided by GPC.

RELATIONSHIP WITH GSOC

Oglethorpe, the 39 Members and GTC are members of GSOC. GSOC now owns and
operates the system control center and provides system operations services to
the Members, Oglethorpe and GTC. GTC has contracted with GSOC to provide certain
transmission system operation services including reliability monitoring,
switching operations, and the real-time management of the transmission system.

26
<PAGE>
RELATIONSHIP WITH GPC

Oglethorpe's relationship with GPC is a significant factor in several
aspects of Oglethorpe's business. GPC is one of Oglethorpe's principal suppliers
of purchased power, and Oglethorpe is one of GPC's largest customers. All of
Oglethorpe's co-owned generating facilities, except Rocky Mountain, are operated
by GPC on behalf of itself as a co-owner and as agent for the other co-owners.
GPC and Oglethorpe, through the Members, are 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, which was enacted in 1973 (the
"Territorial Act"). For further information regarding the various relationships
and agreements with GPC, see "THE MEMBERS OF OGLETHORPE--Service Area and
Competition," "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--Power Purchase
and Sale Arrangements--POWER PURCHASES FROM GPC," "--Other Power Purchase and
Sale Arrangements--OTHER POWER SYSTEM ARRANGEMENTS," "--Generating
Facilities--FUEL SUPPLY," "CO-OWNERS OF THE PLANTS AND THE PLANT
AGREEMENTS--Co-Owners of the Plants--GEORGIA POWER COMPANY" and "--The Plant
Agreements."

RELATIONSHIP WITH RUS

Historically, federal loan programs administered by RUS have provided the
principal source of financing for electric cooperatives. Loans guaranteed by RUS
and made by FFB have been a major source of funding for Oglethorpe. However, 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 any event, Oglethorpe does not have any new generation
facilities under construction, and Oglethorpe's management does not anticipate
the need for loans for construction of any new capacity well into the future.
(See "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES-- Power Marketer
Arrangements" for a discussion of the long-term power marketer arrangements.)

In connection with the Corporate Restructuring, Oglethorpe replaced its RUS
Mortgage with the Mortgage Indenture, which, like the RUS Mortgage, constitutes
a lien on substantially all of the owned tangible and certain intangible
property of Oglethorpe. Oglethorpe also entered into a new loan contract with
RUS in connection with the Mortgage Indenture. Under the new loan contract, RUS
has retained approval rights over certain significant actions and arrangements,
including, without limitation, (i) significant additions to or dispositions of
system assets, (ii) significant power purchase and sale contracts, (iii) changes
to the Wholesale Power Contracts, including the rate schedule contained therein,
(iv) changes to plant ownership and operating agreements and (v) in limited
circumstances, issuance of additional secured debt. The extent of RUS's approval
rights under the new loan contract with Oglethorpe is substantially less than
the supervision and control RUS has traditionally exercised over borrowers under
its standard loan and security documentation. In addition, the Mortgage
Indenture improves Oglethorpe's ability to borrow funds in the public capital
markets. (See "THE MEMBERS OF OGLETHORPE--Members' Relationship with RUS" for a
discussion of the impact of changes in the RUS lending program on the Members.)

RELATIONSHIP WITH INTELLISOURCE

In conjunction with the Corporate Restructuring and as a part of its
continuing efforts to reduce costs, effective February 1, 1997, Oglethorpe
implemented a business alliance with Intellisource, Inc., a national provider of
outsourcing services. Pursuant to an agreement with Intellisource, approximately
150 support services division employees of Oglethorpe in the areas of
accounting, auditing, communications, human resources, facility management,
purchasing, telecommunications and information technology became employees of
Intellisource. Oglethorpe, GTC and GSOC are key customers of Intellisource and
are being served on-site by the managers and employees of Oglethorpe's former
support services division.

27
<PAGE>
LEGAL PROCEEDINGS

On June 17, 1997, PECO Energy Company--Power Team ("PECO") filed an
application with FERC pursuant to Section 211 of the Federal Power Act
requesting FERC to compel Oglethorpe and/or GTC to provide PECO with 250 MW of
firm point-to-point transmission service from the Tennessee Valley Authority
("TVA")-ITS interface to the Florida-ITS interface for an initial three-year
period, with an automatic roll-over provision. PECO also seeks $10,000 per day
in penalties from Oglethorpe and/or GTC, alleging bad faith and delays in
negotiations. In their response to FERC, GTC and Oglethorpe contend that they
negotiated with PECO in good faith, and thus there is no reasonable basis for
imposing the penalties sought by PECO. GTC also responded that it does not have
firm "available transfer capability" at the TVA-ITS interface to fulfill PECO's
request, after taking into account the need to protect system reliability,
existing firm commitments, and use of the TVA-ITS interface to serve "native
load," in accordance with North American Electric Reliability Council
guidelines. In the event GTC is ordered by FERC to provide the requested
service, PECO would be required to compensate GTC at rates set by FERC in the
order. As a consequence of any such order, power purchased by Oglethorpe for
delivery through the TVA-ITS interface would probably be curtailed, and could
result in higher purchased power cost than would otherwise be the case. Although
FERC transmission pricing policy is designed to ensure that a transmission
provider is fully compensated for the cost of providing transmission service,
potentially including opportunity cost, there can be no assurance that rates
ordered by FERC for service to PECO would fully compensate GTC, Oglethorpe and
the Members for the use of the transmission system and for any resulting
increase in the cost of power.

Oglethorpe is a party to various other 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
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.

28
<PAGE>
UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA

The following unaudited pro forma condensed statements of revenues and
expenses for the year ended December 31, 1996, and the twelve months ended
September 30, 1997, are based on the historical financial statements of
Oglethorpe included in this Prospectus, adjusted to give effect to the Corporate
Restructuring effective April 1, 1997, as if it had occurred at January 1, 1996,
and October 1, 1996, respectively. Therefore, the unaudited pro forma condensed
statement of revenues and expenses for the twelve months ended September 30,
1997, reflects operations of Oglethorpe solely as a power supply company after
the Corporate Restructuring for the six months ended September 30, 1997. For
information regarding the Corporate Restructuring, see "BUSINESS OF
OGLETHORPE--Corporate Restructuring."

The unaudited pro forma condensed financial data and accompanying notes
should be read in conjunction with the financial statements of Oglethorpe and
the notes thereto included in this Prospectus and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." The unaudited pro
forma financial data and accompanying notes are provided for informational
purposes only. They are not necessarily indicative of what Oglethorpe's results
of operations would have been if the Corporate Restructuring had actually
occurred as of the dates indicated and are not intended to project Oglethorpe's
results of operations for any future period, nor do they give effect to any
matters other than those described in the notes thereto. However, the unaudited
pro forma condensed financial data contain, in the opinion of management, all
adjustments necessary for a fair presentation thereof.

29
<PAGE>
PRO FORMA CONDENSED STATEMENT OF REVENUES AND EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1996

(UNAUDITED)

<TABLE>
<CAPTION>
OGLETHORPE PRO FORMA OGLETHORPE
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ----------- ----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
OPERATING REVENUES:
Sales to Members.................................................................... $1,023,094 $ (95,938)(1) $927,156
Sales to non-Members................................................................ 78,343 (9,789)(2) 68,554
------------ ----------- ----------
TOTAL OPERATING REVENUES.......................................................... 1,101,437 (105,727) 995,710
------------ ----------- ----------
OPERATING EXPENSES:
Fuel................................................................................ 206,524 -- 206,524
Production.......................................................................... 129,178 -- 129,178
Purchased power..................................................................... 229,089 -- 229,089
Power delivery...................................................................... 18,216 (18,216)(3) --
Depreciation and amortization....................................................... 163,130 (25,122)(4) 138,008
Taxes other than income taxes....................................................... 30,262 (7,534)(5) 22,728
Other operating expenses............................................................ 42,289 (8,982)(6) 33,307
------------ ----------- ----------
TOTAL OPERATING EXPENSES.......................................................... 818,688 (59,854) 758,834
------------ ----------- ----------
OPERATING MARGIN...................................................................... 282,749 (45,873) 236,876
------------ ----------- ----------
OTHER INCOME (EXPENSE):
Interest income..................................................................... 23,485 (3,356)(7) 20,129
Amortization of deferred margins.................................................... 32,047 (2,711)(8) 29,336
Allowance for equity funds used during construction................................. 238 (124)(9) 114
Other............................................................................... 9,564 706(10) 10,270
------------ ----------- ----------
TOTAL OTHER INCOME................................................................ 65,334 (5,485) 59,849
------------ ----------- ----------
INTEREST CHARGES:
Interest on long-term debt and other obligations.................................... 328,907 (49,365)(11) 279,542
Allowance for debt funds used during construction................................... (2,576) 1,345(9) (1,231)
------------ ----------- ----------
NET INTEREST CHARGES.............................................................. 326,331 (48,020) 278,311
------------ ----------- ----------
NET MARGIN............................................................................ $ 21,752 $ (3,338)(12) $ 18,414
------------ ----------- ----------
------------ ----------- ----------
</TABLE>

SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENTS
OF REVENUES AND EXPENSES.

30
<PAGE>
PRO FORMA CONDENSED STATEMENT OF REVENUES AND EXPENSES

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1997

(UNAUDITED)

OPERATING EXPENSES:
Fuel............................................................................... 200,858 -- 200,858
Production......................................................................... 139,645 -- 139,645
Purchased power.................................................................... 254,996 -- 254,996
Power delivery..................................................................... 10,210 (10,278)(3) (68)
Depreciation and amortization...................................................... 149,891 (14,303)(4) 135,588
Taxes other than income taxes...................................................... 27,309 (3,933)(5) 23,376
Other operating expenses........................................................... 29,253 (7,000)(6) 22,253
------------ ----------- ----------
TOTAL OPERATING EXPENSES....................................................... 812,162 (35,514) 776,648
------------ ----------- ----------

OPERATING MARGIN..................................................................... 257,651 (25,054) 232,597
------------ ----------- ----------

OTHER INCOME (EXPENSE):
Interest income.................................................................... 27,049 (218)(7) 26,831
Amortization of deferred margins................................................... 7,927 (717)(8) 7,210
Allowance for equity funds used during construction................................ 182 (120)(9) 62
Other.............................................................................. 14,180 724(10) 14,904
------------ ----------- ----------
TOTAL OTHER INCOME............................................................. 49,338 (331) 49,007
------------ ----------- ----------

INTEREST CHARGES:
Interest on long-term debt and other obligations................................... 299,353 (24,538)(11) 274,815
Allowance for debt funds used during construction.................................. (1,964) 730(9) (1,234)
------------ ----------- ----------
NET INTEREST CHARGES........................................................... 297,389 (23,808) 273,581
------------ ----------- ----------

NET MARGIN........................................................................... $ 9,600 $ (1,577)(12) $ 8,023
------------ ----------- ----------
------------ ----------- ----------
</TABLE>

SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENTS
OF REVENUES AND EXPENSES.

31
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENTS
OF REVENUES AND EXPENSES

(1) The adjustment to sales to Members includes revenues based on estimates of
the transmission portion of rates charged to the Members and an allocation
of the portion of rates related to transmission-related overhead costs.

(2) The adjustment to sales to non-Members represents actual
transmission-related sales.

(3) The adjustment to power delivery includes actual operation and maintenance
costs of transmission and an allocation of related overhead costs.

(4) The adjustment to depreciation and amortization is an estimate of
depreciation and amortization of the transmission and system operations
assets sold to GTC and GSOC, respectively, primarily based on the estimated
depreciation and amortization of Oglethorpe's transmission assets.

(5) The adjustment to taxes other than income taxes is an estimate of taxes on
the transmission and system operations assets sold to GTC and GSOC,
respectively, based on the ratio of the estimated depreciation and
amortization of Oglethorpe's transmission assets to total depreciation and
amortization of Oglethorpe's assets.

(6) The adjustment to other operating expenses is primarily an allocation of
overhead costs related to transmission.

(7) The adjustment to interest income is primarily based on the ratio of
investments of GTC and GSOC acquired in the Corporate Restructuring to
total investments of Oglethorpe, GTC and GSOC as of April 1, 1997.

(8) The adjustment to amortization of deferred margins is based on a ratio of
the estimated transmission Member revenues determined by the method
described in Note 1 above to total Member capacity revenues.

(9) The adjustment to allowance for equity and debt funds used during
construction is based on a ratio of construction work in progress of the
transmission and system operations businesses to total construction work in
progress for the period then ended.

(10) The adjustment to other includes net expenses identified as related to the
transmission business.

(11) The adjustment to interest on long-term debt and other obligations is based
on a ratio of debt assumed by GTC and GSOC in the Corporate Restructuring
to total debt of Oglethorpe, GTC and GSOC as of April 1, 1997.

(12) The adjustment to net margin includes (i) 7% of the estimated interest on
debt relating to the transmission and system operations businesses for the
appropriate period ending December 31, 1996, in order to meet Oglethorpe's
Times Interest Earned Ratio of 1.07 (see "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"), and (ii) net
margins based on pro forma operations (as a result of applying the
methodologies described in Notes 1 through 11 above) for the three months
ended March 31, 1997.

32
<PAGE>
SELECTED FINANCIAL DATA

The following table presents selected historical financial data of
Oglethorpe. The financial data presented as of the end of and for each year in
the five-year period ended December 31, 1996, have been derived from the audited
financial statements of Oglethorpe. The financial statements of Oglethorpe as of
and for the years ended December 31, 1996 and 1995 have been audited by Coopers
& Lybrand L.L.P., independent public accountants. The financial statements of
Oglethorpe as of and for the years ended December 31, 1994, 1993 and 1992 have
been audited by Arthur Andersen LLP, independent public accountants. Balance
Sheets at December 31, 1996 and 1995, and the related Statements of Revenues and
Expenses, Patronage Capital and Cash Flows for the years ended December 31,
1996, 1995 and 1994 and notes thereto are included in this Prospectus. The
financial data presented in the following table as of and for the twelve-month
period ended September 30, 1997, are derived from the unaudited financial
statements of Oglethorpe also included in this Prospectus which, in the opinion
of Oglethorpe's management, include all adjustments (constituting only normal
recurring adjustments) necessary for a fair presentation of the unaudited
financial information. Due to the Corporate Restructuring, the results of
operations and financial condition reflect operations as a combined power
supply, transmission and system operations company through March 31, 1997, and
operations solely as a power supply company thereafter. The results of
operations for the twelve months ended September 30, 1997, are not necessarily
indicative of the results of operations for a fiscal year. These data should be
read in conjunction with the financial statements of Oglethorpe and the notes
thereto included in this Prospectus, "BUSINESS OF OGLETHORPE--Corporate
Restructuring," "UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA" and "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------------------------
1997 1996 1995 1994 1993 1992
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT RATIOS AND REVENUES PER KILOWATT-HOUR)
STATEMENT OF OPERATIONS DATA:
OPERATING REVENUES:
Sales to Members.............................. $1,019,430 $1,023,094 $1,030,797 $ 930,875 $ 899,720 $ 816,000
Sales to non-Members.......................... 50,383 78,343 118,764 125,207 200,940 268,763
------------- ---------- ---------- ---------- ---------- ----------
TOTAL OPERATING REVENUES.................... 1,069,813 1,101,437 1,149,561 1,056,082 1,100,660 1,084,763
------------- ---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES:
Fuel.......................................... 200,858 206,524 219,062 203,444 176,342 167,288
Production.................................... 139,645 129,178 133,858 132,723 129,972 115,915
Purchased power............................... 254,996 229,089 264,844 227,477 271,970 230,510
Depreciation and amortization................. 149,891 163,130 139,024 131,056 128,060 126,047
Taxes......................................... 27,309 30,262 27,561 24,741 25,148 19,634
Other operating expenses...................... 39,463 60,505 56,535 49,234 44,876 50,578
------------- ---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES.................... 812,162 818,688 840,884 768,675 776,368 709,972
------------- ---------- ---------- ---------- ---------- ----------
OPERATING MARGIN................................ 257,651 282,749 308,677 287,407 324,292 374,791
OTHER INCOME, NET............................... 49,338 65,334 33,710 40,795 38,741 45,928
NET INTEREST CHARGES............................ (297,389) (326,331) (320,129) (305,120) (350,652) (393,247)
------------- ---------- ---------- ---------- ---------- ----------
MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE.......................... 9,600 21,752 22,258 23,082 12,381 27,472

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
INCOME TAXES.................................. -- -- -- -- 13,340 --
------------- ---------- ---------- ---------- ---------- ----------
NET MARGIN...................................... $ 9,600 $ 21,752 $ 22,258 $ 23,082 $ 25,721 $ 27,472
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ---------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
--------------- ------------- ------------- ------------- --------------- ---------------
(DOLLARS IN THOUSANDS, EXCEPT RATIOS AND REVENUES PER KILOWATT-HOUR)
<S> <C> <C> <C> <C> <C> <C>
ENERGY SUPPLY (MEGAWATT-
HOURS):
Generated.................. 17,609,459 17,866,143 18,402,839 16,924,038 14,575,920 13,805,683
Purchased.................. 6,347,414 6,606,931 5,738,634 4,381,087 7,620,815 6,233,262
--------------- ------------- ------------- ------------- --------------- ---------------
Available for sale......... 23,956,873 24,473,074 24,141,473 21,305,125 22,196,735 20,038,945
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
MEMBER REVENUE PER KWH
SOLD....................... 5.03 CENTS 5.11 CENTS 5.53 CENTS 5.65 CENTS 5.47 CENTS 5.55 CENTS
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
RATIO OF EARNINGS TO FIXED
CHARGES(1)(2).............. 1.03 1.07 1.07 1.07 1.07 1.08
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
BALANCE SHEET DATA (END OF
PERIOD):
ELECTRIC PLANT, NET:
In service............... $3,611,232 $4,345,200 $4,436,009 $3,980,439 $4,054,956 $4,122,411
Construction work in
progress............... 13,059 31,181 35,753 538,789 450,965 322,628
--------------- ------------- ------------- ------------- --------------- ---------------
Total electric plant,
net.................. $3,624,291 $4,376,381 $4,471,762 $4,519,228 $4,505,921 $4,445,039
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
TOTAL ASSETS................. $4,527,280 $5,362,175 $5,438,496 $5,346,330 $5,323,890 $5,359,597
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
CAPITALIZATION:
Long-term debt, excluding
amounts due within one
year..................... $3,171,511 $4,052,470 $4,207,320 $4,128,080 $4,058,251 $4,095,796
Obligation under capital
leases, long-term........ 289,825 293,682 296,478 303,749 303,458 302,061
Other obligations.......... 51,325 41,685 -- -- -- --
Patronage capital and
membership fees.......... 321,771 356,229 338,891 309,496 289,982 264,261
--------------- ------------- ------------- ------------- --------------- ---------------
Total capitalization..... $3,834,432 $4,744,066 $4,842,689 $4,741,325 $4,651,691 $4,662,118
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
PROPERTY ADDITIONS........... $ 74,367 $ 93,704 $138,921 $206,345 $ 235,285 $ 232,283
--------------- ------------- ------------- ------------- --------------- ---------------
--------------- ------------- ------------- ------------- --------------- ---------------
</TABLE>

- ------------------------------

(1) It should be noted that Oglethorpe does not take this ratio into account in
setting its rates since its rates are not intended to produce a profit or
provide a return on equity. Rates are designed to achieve a level of
coverage of fixed charges that is generally less than that sought to be
achieved by investor-owned utilities. Oglethorpe is, however, required under
the Mortgage Indenture to establish and collect rates which are reasonably
expected to yield an MFI for each fiscal year equal to at least 1.10 times
total interest charges during such fiscal year on all indebtedness secured
under the Mortgage Indenture. For information on the computation of MFI see
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--General--RATES AND FINANCIAL COVERAGE REQUIREMENTS."

(2) For computation of these ratios (i) earnings consist of net margin before
income taxes and extraordinary items plus fixed charges less undistributed
earnings attributable to Oglethorpe's investments and (ii) fixed charges
consist of interest on all indebtedness and the estimated interest factor of
rental expense.

34
<PAGE>
CAPITALIZATION

The capitalization of Oglethorpe, as of September 30, 1997, is shown below.
The information presented below is derived from the unaudited financial
statements of Oglethorpe and notes thereto included elsewhere in this Prospectus
and should be read in conjunction therewith.

The proceeds of the Private Facility Bonds were used to refund certain
nonrecourse debt of the Lessors incurred in connection with the Sale and
Leaseback Transactions. Accordingly, the issuance of the Private Facility Bonds
did not change the capitalization of Oglethorpe since the Private Facility Bonds
are not direct obligations of Oglethorpe and since the debt refunded by the
Private Facility Bonds was already recorded as a portion of the obligations
under capital leases. The Exchange Facility Bonds are offered in exchange for
the Private Facility Bonds and will not result in any increase in the
outstanding debt of Oglethorpe.

<TABLE>
<CAPTION>
OUTSTANDING
-----------------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C>
LONG-TERM DEBT(1):
Mortgage notes payable to the Federal Financing Bank (FFB) at interest rates varying from 5.20% to
8.43% (average rate of 6.87% at September 30, 1997), due in quarterly installments through 2023...... $ 2,472,601
Mortgage notes payable to the Rural Utilities Service (RUS) at an interest rate of 5%, due in monthly
installments through 2021............................................................................ 14,586
Mortgage notes issued in conjunction with the sale by public authorities of pollution control revenue
bonds (PCBs):
- Series 1992A
Serial bonds, 5.35% to 6.80%, due serially from 1998 to 2012..................................... 124,690
- Series 1993
Serial bonds, 3.75% to 5.25%, due serially from 1998 through 2013................................ 36,380
- Series 1993A
Adjustable tender bonds, 4.10%, due 2016(2)...................................................... 199,690
- Series 1993B
Serial bonds, 3.75% to 5.05%, due serially from 1998 through 2008................................ 126,935
- Series 1994
Serial bonds, 5.45% to 7.125%, due serially from 1998 through 2015............................... 10,035
Term bonds, 7.15%, due 2021...................................................................... 11,550
- Series 1994A
Adjustable tender bonds, 4.10%, due 2019(2)...................................................... 122,740
- Series 1994B
Serial bonds, 5.45% to 6.45%, due serially from 1998 through 2005................................ 11,140
- Series 1997A
Adjustable tender bonds, 3.60%, due December 1, 1997(3).......................................... 216,925
Unsecured notes issued in conjunction with the sale by public authorities of pollution control revenue
bonds:
- Series 1996
Adjustable rate bonds, 3.88% through October 1997, due in 2017................................... 37,885
CoBank, ACB notes payable:
- Headquarters note payable: fixed at 6.97% through October 1997, due in quarterly installments
through January 1, 2009........................................................................... 4,478
- Mortgage note payable: fixed at 6.50% through September 1997, due in bimonthly installments through
November 1, 2018.................................................................................. 1,847
- Mortgage note payable: fixed at 6.50% through October 1997, due in bimonthly installments through
September 1, 2019................................................................................. 7,070
------------
Total long-term debt................................................................................... 3,398,552
Less: Mortgage notes issued in conjunction with the sale by public authorities of PCBs assumed by
GTC.................................................................................................. (145,045)
------------
Total long-term debt, net.............................................................................. 3,253,507
Less: Long-term debt due within one year............................................................... (81,996)
------------
TOTAL LONG-TERM DEBT, EXCLUDING AMOUNT DUE WITHIN ONE YEAR............................................... 3,171,511

OTHER LONG-TERM LIABILITIES:
Obligation under capital leases, long-term............................................................. 289,825
Obligation under Rocky Mountain transactions, long-term................................................ 51,325

EQUITIES
Patronage capital and membership fees.................................................................. 321,771
------------

TOTAL CAPITALIZATION..................................................................................... $ 3,834,432
------------
------------
</TABLE>

- --------------------------

(1) All notes secured under the Mortgage Indenture are designated as mortgage
notes. Reference is made to Note 5 of Notes to Financial Statements herein
for information as to maturities of Oglethorpe's long-term debt.

(2) Oglethorpe has entered into interest rate swap arrangements with respect to
these mortgage notes for the purpose of obtaining a fixed rate. The fixed
swap rate is 5.67% for the Series 1993A bonds and is 6.01% for the Series
1994A bonds.

(3) The Series 1997A bonds were refunded in October 1997 by Series 1997B bonds
due May 28, 1998. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--Financial Condition--REFINANCING
TRANSACTIONS.")

35
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

CORPORATE RESTRUCTURING

Oglethorpe and the Members completed the Corporate Restructuring on March
11, 1997, in which Oglethorpe was divided into three specialized operating
companies to respond to increasing competition and regulatory changes in the
electric industry. As part of the Corporate Restructuring, Oglethorpe's
transmission business was sold to, and is now owned and operated by, GTC.
Oglethorpe's system operations business was sold to, and is now owned and
operated by, GSOC. Oglethorpe continues to own and operate its power supply
business. Oglethorpe retained all of its owned and leased generation assets.
Oglethorpe also continues to administer its power purchase contracts and provide
marketing support functions to the Members. (See "BUSINESS OF
OGLETHORPE--Corporate Restructuring.")

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 as net margin in Oglethorpe's statements of revenues and expenses
and patronage capital. Retained net margins are designated on Oglethorpe's
balance sheets as patronage capital, which is allocated to each of the 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.
Oglethorpe's equity ratio (patronage capital and membership fees divided by
total capitalization) increased from 7.0% at December 31, 1995 to 7.5% at
December 31, 1996 and to 8.4% at September 30, 1997.

In connection with the Corporate Restructuring, Oglethorpe made a $49
million special patronage capital distribution to the Members which was used by
the Members to establish equity in and to provide initial working capital to
GTC, resulting in a decrease in patronage capital from $356 million at December
31, 1996, to $322 million at September 30, 1997.

Patronage capital constitutes the principal equity of Oglethorpe. Any
distributions of patronage capital are subject to the discretion of the Board of
Directors. Under Oglethorpe's patronage capital retirement policy, margins are
to be returned to the Members 30 years after the year in which the margins are
earned. Pursuant to such policy, no patronage capital would be retired until
2010, at which time the 1979 patronage capital would be returned, subject to
Mortgage Indenture requirements.

Under the Mortgage Indenture, distributions of patronage capital are no
longer subject to the approval of RUS, but are subject to certain restrictions
set forth therein. Oglethorpe is prohibited by the Mortgage Indenture from
making any distribution of patronage capital to the Members if, at the time
thereof or after giving effect thereto, (i) an event of default exists under the
Mortgage Indenture, (ii) Oglethorpe's equity as of the end of the immediately
preceding fiscal quarter is less than 20% of Oglethorpe's total capitalization,
or (iii) the aggregate amount expended for distributions on or after the date on
which Oglethorpe's equity first reaches 20% of Oglethorpe's total capitalization
exceeds 35% of Oglethorpe's aggregate net margins earned after such date. This
last restriction, however, will not apply if, after giving effect to such
distribution, Oglethorpe's equity as of the end of the immediately preceding
fiscal quarter is not less than 30% of Oglethorpe's total capitalization.

36
<PAGE>
RATES AND FINANCIAL COVERAGE REQUIREMENTS

Pursuant to the Wholesale Power Contracts, Oglethorpe is required to design
capacity and energy rates that generate sufficient revenues to recover all costs
as described in such contracts, to establish and maintain reasonable margins and
to meet its financial coverage requirements. Oglethorpe reviews its capacity
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's energy rate is established to recover actual fuel and variable
operations and maintenance costs. Under the Mortgage Indenture, Oglethorpe's
rates are not subject to RUS approval except in limited circumstances.

The capacity rate applied by Oglethorpe throughout 1994 utilized a
proportional allocation of fixed costs based on the previous year's billing
demand for each Member. Consequently, the 1994 rate produced capacity revenues
which were virtually unaffected by 1994 factors. In 1995, Oglethorpe implemented
two additional capacity rate options in an effort to provide greater flexibility
to the Members. These options allocated fixed costs using billing determinants
of the current year. These rates produced differing monthly amounts of capacity
revenues throughout 1995 and introduced some variability and uncertainty as to
the level of revenues and margins to be received. Due to extreme weather
conditions and other factors, the 1995 rates options produced $2.5 million of
revenues in excess of budgeted amounts. Such excess amounts were returned to the
Members in 1996.

Under a capacity rate mechanism effective throughout 1996, each Member was
responsible for an assigned share of fixed costs based on an agreed-upon
allocation. Under this approach, capacity costs were collected in equal monthly
amounts. This interim rate mechanism was extended through March 31, 1997 until
the new rate schedule became effective under the Wholesale Power Contracts on
April 1, 1997. This new rate schedule implements on a long-term basis the
assignment of responsibility for fixed costs. The monthly charges for capacity
and other non-energy charges are based on a rate formula using the Oglethorpe
budget. Such capacity and other non-energy charges may be adjusted by the Board
of Directors, if necessary, during the year through an adjustment to the annual
budget. Energy charges are based on actual energy costs, whether incurred from
generation or purchased power resources or under the power marketing
arrangements.

The rate schedule also includes a PPA mechanism designed to ensure that
Oglethorpe achieves the minimum 1.10 MFI Ratio. The PPA provides for the
retention of margins within a range from a 1.10 MFI Ratio to a 1.20 MFI Ratio.
Amounts, if any, by which Oglethorpe fails to achieve a minimum 1.10 MFI Ratio
would be accrued as of December 31 of the applicable year and collected from the
Members during the period April through December of the following year. Amounts,
if any, by which Oglethorpe exceeds the maximum 1.20 MFI Ratio would be charged
against revenues as of December 31 of the applicable year and refunded to the
Members during the period April through December of the following year. The rate
schedule formula is intended to provide for the collection of revenues which,
together with revenues from all other sources, are equal to all costs and
expenses recorded by Oglethorpe, plus amounts necessary to achieve at least the
minimum 1.10 MFI Ratio. (See "BUSINESS OF OGLETHORPE--Electric Rates.")

37
<PAGE>
The MFI Ratio requirement went into effect upon the substitution of the
Mortgage Indenture for the prior RUS Mortgage. For comparative purposes only,
the pro forma MFI Ratio for 1996 would have been 1.09. Oglethorpe's rates are
now set to meet an MFI Ratio of 1.10 on an annual basis.

Prior to 1997, Oglethorpe utilized a Times Interest Earned Ratio ("TIER") as
the basis for establishing its annual net margin goal. The RUS Mortgage required
Oglethorpe to implement rates that were designed to maintain an annual TIER of
not less than 1.05. Oglethorpe's Board of Directors set an annual net margin
goal to be the amount required to produce a TIER of 1.07 in 1994 through 1996.
In addition to the TIER requirement under the RUS Mortgage, Oglethorpe was also
required under the RUS 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. Oglethorpe always met or
exceeded the TIER, DSC and ADSCR requirements of the RUS Mortgage. (See
"BUSINESS OF OGLETHORPE--Electric Rates.")

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). 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
RUS Mortgage (excluding interest charged to construction).

RESULTS OF OPERATIONS

HISTORICAL FACTORS AFFECTING FINANCIAL PERFORMANCE

Oglethorpe has utilized both long-term contractual arrangements with GPC and
a rate mechanism utilizing deferred margins to allow for a gradual absorption of
costs of generating plants into rates over several years. As of May 31, 1995,
Oglethorpe's Members have fully absorbed into rates additional responsibility
for the cost of its ownership interests in Plant Vogtle Units No. 1 and No. 2,
and as of December 31, 1996, Oglethorpe's Members have fully absorbed into rates
the costs of Rocky Mountain.

Contractual arrangements with GPC provided that Oglethorpe sell to GPC a
declining percentage of Oglethorpe's entitlement to the capacity and energy of
certain co-owned generating plants during the initial seven to ten years of
operation of such units (the "GPC Sell-back"). As of May 31, 1995, the GPC
Sell-back expired for all units. The historical ability of Oglethorpe to sell
power from new units to GPC under the GPC Sell-back 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 to Members.
Furthermore, the GPC Sell-back 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 resulted in the
gradual absorption of the costs of Plant Vogtle by the Members. In each of the
years 1985 through 1995, Oglethorpe exceeded its net margin goal. The Board
adopted resolutions in each of these years requiring that these excess margins
be retained and used to mitigate rate increases associated with Plant Vogtle
and, subsequently, with Rocky Mountain. In each year beginning with 1989, a
portion of these margins was returned to the Members through billing credits.
(See Note 1 of Notes to Financial Statements.) As of December 31, 1996, all
amounts previously retained have been returned to the Members and this rate
mechanism ended.

38
<PAGE>
CORPORATE RESTRUCTURING

As a result of the Corporate Restructuring, the Condensed Statements of
Revenues and Expenses for the twelve months ended September 30, 1997 reflect
operations as a combined power supply, transmission and system operations
company through March 31, 1997, and operations solely as a power supply company
thereafter. Although the Corporate Restructuring was completed on March 11,
1997, pursuant to the restructuring agreement among Oglethorpe, GTC and GSOC,
all transmission-related and systems operations-related revenues were assigned
to Oglethorpe, and all transmission-related and systems operations-related costs
were paid or reimbursed by Oglethorpe during the period March 11, 1997 through
March 31, 1997. Decreases in operating revenues, power delivery expenses,
depreciation and amortization, taxes other than income taxes, operating margin
and net interest charges from 1996 to 1997 are primarily attributable to the
Corporate Restructuring.

POWER MARKETER ARRANGEMENTS

Oglethorpe is utilizing long-term power marketer arrangements to reduce the
cost of power to the Members. Oglethorpe has entered into power marketer
agreements with LEM effective January 1, 1997, for approximately 50% of the load
requirements of the Members and with Morgan Stanley, effective May 1, 1997, with
respect to 50% of the Members' forecasted load requirements. The LEM agreements
are based on the actual requirements of the Members during the contract term,
whereas the Morgan Stanley agreement represents a fixed supply obligation. Under
these power marketer agreements, Oglethorpe purchases energy at fixed prices
covering a portion of the costs of energy to its Members. LEM and Morgan
Stanley, in turn, have certain rights to market excess energy from the
Oglethorpe system. All of Oglethorpe's existing generating facilities and power
purchase arrangements are available for use by LEM and Morgan Stanley for the
term of the respective agreements. Oglethorpe continues to be responsible for
all of the costs of its system resources but receives revenue from LEM and
Morgan Stanley for the use of the resources. (See "MEMBER REQUIREMENTS AND POWER
SUPPLY RESOURCES--General" and "--Power Marketer Arrangements.")

Oglethorpe utilized short-term power marketer arrangements during 1996. The
initial agreement was with Enron Power Marketing, Inc. ("EPMI") and was in place
January through August. From September through December 1996, another power
marketer arrangement was utilized with Duke/Louis Dreyfus L.L.C. ("DLD"). Under
each of the agreements, the power marketer was required to provide to Oglethorpe
at a favorable fixed rate all the energy needed to meet the Members'
requirements and Oglethorpe was required to provide to the power marketer at
cost, subject to certain limitations, upon request, all energy available from
Oglethorpe's total power resources. Under both agreements, Oglethorpe continued
to operate the power supply system and continued to dispatch the generating
resources to ensure system reliability.

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
wholesale power contracts and are a function of the demand for power by the
Members' consumers and Oglethorpe's cost of service. (See "OPERATING EXPENSES"
herein.) Historically, most of Oglethorpe's non-Member revenues resulted from
various plant operating agreements with GPC as discussed below. However, in
recent years, an increasing amount of non-Member revenues has been derived by
off-system sales to other utilities and power marketers. Although total revenues
have only varied slightly from January 1, 1994 to September 30, 1997, the
scheduled reduction of the GPC Sell-back has resulted in the planned decrease of
non-Member revenues from GPC of about $45 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 achieved reductions
in fixed and operating costs, which mitigate the need to recover from the
Members costs which were previously recovered through sales to GPC. The
refinancing transactions discussed under "Financial Condition--REFINANCING
TRANSACTIONS" herein resulted in a reduction in gross interest charges from $330
million in 1994 to $308

39
<PAGE>
million in 1996, or a 7% decrease in that fixed cost component of the capacity
rates. Gross interest charges decreased in the twelve months ended September 30,
1997 to $275 million primarily as a result of the debt assumed by GTC in
connection with the Corporate Restructuring.

SALES TO MEMBERS. Revenues from sales to Members decreased by 0.4% for the
twelve months ended September 30, 1997 compared to the year ended December 31,
1996, decreased by 0.7% in 1996 compared to 1995 and increased 10.7% in 1995
compared to 1994. These changes reflect both cost-related and volume-related
factors. For the twelve months ended September 30, 1997 compared to the year
1996, capacity revenues decreased by $68 million primarily as a result of the
transfer of the transmission business in connection with the Corporate
Restructuring. This decrease in capacity revenues was offset by a $69 million
increase in energy revenues primarily because the short-term power marketer
arrangements with DLD and EPMI allowed Oglethorpe to pass through significant
savings during the first nine months of 1996 (see the discussion of purchased
power under "OPERATING EXPENSES" herein). The 1996 revenues decreased compared
to 1995 due to the pass-through of savings in energy costs, which more than
offset higher capacity revenue requirements and the effect of increased amounts
of energy sold. The increase in revenues between 1995 and 1994 was due to higher
capacity revenue requirements and additional amounts of energy sold, which more
than offset savings in energy costs (see the discussion of savings in fuel and
purchased power costs under "OPERATING EXPENSES" herein).

As non-Member revenues from GPC have declined, Oglethorpe's Member capacity
revenues have increased to reflect the recovery of the fixed costs which had
previously been recovered from GPC through the GPC Sell-back. (See the
discussion of this type of revenues under "OPERATING REVENUES-- SALES TO
NON-MEMBERS" herein.) Member capacity revenues in 1996 and 1995 were also
affected by additional fixed costs related to the commercial operation of Rocky
Mountain beginning in June 1995. Since April 1, 1997, Member capacity revenues
have declined due to the reduced level of fixed costs to be recovered from the
Members by Oglethorpe relating to the transmission business transferred to GTC
in connection with the Corporate Restructuring.

The energy portion of Member revenues per kWh increased 23.7% in the twelve
months ended September 30, 1997 compared to 1996, declined 13.2% in 1996
compared to 1995 and declined 7.6% in 1995 compared to 1994. Actual energy costs
are passed through to the Members such that energy revenues equal energy costs.
The increase in the twelve months ended September 30, 1997 resulted from the $69
million increase in net energy costs discussed above. The decrease in 1996
resulted from savings of approximately $32 million in energy costs (compared to
budget) achieved under the power marketer arrangements in effect during 1996. In
1995, the decrease reflected savings in fuel and production costs and lower
average purchased power costs.

The following table summarizes the amounts of kWh sold to Members and
revenues per kWh during each of the past three years and the twelve months ended
September 30, 1997:

<TABLE>
<CAPTION>
CENTS PER
KILOWATT-HOURS KILOWATT-HOUR
-------------- -----------------
<S> <C> <C>
(IN THOUSANDS)
Twelve Months
Ended September 30, 1997.................. 20,148,077 5.03 CENTS(1)
1996........................................ 19,807,101 5.11
1995........................................ 18,442,153 5.53
1994........................................ 16,285,127 5.65
</TABLE>

- ------------------------

(1) Excludes revenues related to the transmission business effective April 1,
1997.

Member sales have been affected by weather conditions during the twelve
months ended September 30, 1997 and during two of the prior three years. In
spite of mild weather in 1997, kWh sales to Members increased by 1.7% compared
to 1996. Member sales increased 7.4% in 1996 despite a

40
<PAGE>
summer in which temperatures were lower than 1995, due to continued growth in
the Member systems' service territories. In 1995, prolonged hot weather
increased sales, while in 1994 record-breaking rainfall amounts statewide
moderated Member sales.

SALES TO NON-MEMBERS. Sales of electric services to non-Members were
primarily made pursuant to contractual arrangements with GPC and from energy
sales to other utilities and power marketers. The following table summarizes the
amounts of non-Member revenues from these sources for the past three years and
the twelve months ended September 30, 1997:

<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED
SEPTEMBER 30, 1997 1996 1995 1994
--------------------- --------- --------- ---------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
GPC--plant operating agreements.... $ -- $ -- $ 10,096 $ 45,392
GPC--power supply arrangements..... 15,678 13,703 43,226 26,280
ITS transmission agreements........ 5,095 9,789 12,614 10,974
Sales to power marketers........... 10,557 15,895 -- --
Sales to other utilities........... 19,053 38,956 52,828 42,561
-------- --------- --------- ---------
Total.............................. $ 50,383 $ 78,343 $ 118,764 $ 125,207
-------- --------- --------- ---------
-------- --------- --------- ---------
</TABLE>

Revenues from sales to non-Members declined in the twelve months ended
September 30, 1997 compared to the year ended December 31, 1996, in 1996
compared to 1995 and in 1995 compared to 1994. The first source of non-Member
revenue was plant operating agreements with GPC. The elimination of the revenues
from the plant operating agreements was due to the scheduled conclusion,
effective June 1, 1995, of the GPC Sell-back with respect to Plant Vogtle.

The second source of non-Member revenues was power supply arrangements with
GPC. These revenues were derived, for the most part, from energy sales arising
from dispatch situations whereby GPC caused co-owned coal-fired generating
resources to be operated when Oglethorpe's system did not require all of its
contractual entitlement to the generation. These revenues compensated Oglethorpe
for its costs because, under the operating agreements (before the agreements
were recently amended as discussed below), Oglethorpe was responsible for its
share of fuel costs any time a unit operated. Revenues from sales of this type
to GPC were higher in the twelve months ended September 30,1997 compared to
1996, lower in 1996 compared to 1995 and were higher in 1995 compared to 1994.
In 1997, the power marketers and Oglethorpe retained less of the output from
Plant Wansley than in 1996. In 1996, the power marketers elected to retain more
of the output from Plant Wansley than in 1995. In 1995, Oglethorpe retained less
of its share of the output from Plant Wansley units than in 1994 because the
added cost associated with emission allowances made those units less attractive
than certain purchased resources. The 1994 revenues reflect that Oglethorpe
retained much of its share of the output from Plant Scherer and Plant Wansley
units because the lower average fuel costs made those units more attractive than
certain purchased resources. Emission allowances for Plant Wansley were not
required in 1994. (See the discussion under "OPERATING EXPENSES" below of the
lower average fuel costs of the coal-fired generating units in 1996 and 1995.)
Pursuant to the amendments to the Plant Scherer ownership and operating
agreements, Oglethorpe elected to separately dispatch its ownership interest in
Plant Scherer beginning May 1, 1994. Thereafter, Plant Scherer ceased to be a
source of this type of sales transaction. Pursuant to similar amendments to the
Plant Wansley operating agreement, Oglethorpe began separately dispatching its
ownership interest in Plant Wansley beginning May 1, 1997; therefore, this type
of sale to GPC has ended.

The third source of non-Member revenues was primarily payments from GPC for
use of the ITS and related transmission interfaces. GPC compensated Oglethorpe
to the extent that Oglethorpe's percentage of investment in the ITS exceeded its
percentage use of the system. In such case, Oglethorpe was

41
<PAGE>
entitled to compensation for the use of its investment by the other ITS
participants. As a result of the Corporate Restructuring, all of the revenues in
this category have accrued to GTC since April 1, 1997. The change in revenues
for 1996 through 1994 resulted from normal variations of Oglethorpe's investment
percentages and its use of the system.

Under the LEM and Morgan Stanley power marketer arrangements, and
previously, under the EPMI and DLD power marketer arrangements, sales to the
power marketers represented the net energy transmitted on behalf of LEM, Morgan
Stanley, EPMI and DLD off-system on a daily basis from Oglethorpe's total
resources. Such energy was sold to LEM, EPMI and DLD at Oglethorpe's cost,
subject to certain limitations, and to Morgan Stanley at a contractually fixed
price. The volume of sales to power marketers depends primarily on the power
marketers' decisions for servicing their load requirements.

Sales to other utilities in the twelve months ended September 30, 1997
represent sales made directly by Oglethorpe. Oglethorpe sells for its own
account any energy available from the portion of its resources dedicated to
Morgan Stanley that is not scheduled by Morgan Stanley pursuant to its power
marketer arrangements. (See "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--
Power Marketer Arrangements--MORGAN STANLEY AGREEMENT.") Sales to other
utilities were initiated by EPMI and DLD in 1996. In 1996, where the power
marketer did not have a contractual relationship with the purchaser and
Oglethorpe did, Oglethorpe recorded the sale and credited the revenues to the
power marketer in its monthly billing. In 1995 and 1994, these sales were made
by Oglethorpe directly to other utilities.

OPERATING EXPENSES

Oglethorpe's operating expenses decreased 0.8% in the twelve months ended
September 30, 1997 compared to 1996, decreased 2.6% in 1996 compared to 1995 and
increased 9.4% in 1995 compared to 1994. The overall decrease in operating
expenses for 1997 compared to 1996 was primarily attributable to the expenses
relating to the transmission business assumed by GTC in connection with the
Corporate Restructuring. However, the decrease in fuel expense and the increase
in production operations and maintenance costs were unaffected by the Corporate
Restructuring. The decrease in operating expenses in 1996 compared to 1995 was
primarily attributable to energy cost savings achieved under the short-term
power marketer arrangements offset somewhat by an increase in depreciation and
amortization. The increase in operating expenses in 1995 compared to 1994 was
primarily attributable to a 13% increase in kWhs sold to Members and
non-Members. In addition, depreciation and amortization, sales, and
administrative and general expenses were also higher.

Fuel costs decreased in the twelve months ended September 30, 1997 partly as
a result of lower generation and partly as a result of the difference in the mix
of generation, with more nuclear and less fossil generation. Fossil generation
decreased primarily due to a maintenance outage during February and March 1997
at Scherer Unit No. 1. The higher nuclear generation during the twelve months
ended September 30, 1997 compared to 1996 was achieved as a result of having
three refueling outages in 1996 compared to two in the twelve months ended
September 30, 1997. Conversely, the increase in production operations and
maintenance costs was partly attributable to the maintenance outage at Scherer
Unit No. 1. In addition, effective January 1, 1996, the costs of nuclear
refueling outages are deferred and amortized over the 18-month period following
the outage. Such change in accounting resulted in a $12.9 million deferral of
maintenance costs in 1996 in relation to the comparable period of 1997. The
decrease in total fuel costs in 1996 as compared to 1995 resulted partly from
unplanned outages at Plant Scherer and Plant Wansley Unit No. 1 and partly from
the power marketer electing to dispatch the fossil units less. These factors
resulted in 3.1% lower fossil generation in 1996 compared to 1995. The increase
in total fuel costs in 1995 versus 1994 resulted from 23% higher generation at
Plant Scherer. The continued use of lower-priced western coal combined with a
greater reliance on a favorable spot market for coal resulted in a per unit fuel
cost decrease for Plant Scherer of 5% in 1995 from 1994 levels. Because of the
decline in fuel cost per kWh at Plant Scherer, the usage of the units increased

42
<PAGE>
significantly. Oglethorpe retained significantly less of its output from Plant
Wansley in 1995 compared to 1994 primarily as a result of relatively higher
costs compared to Plant Scherer due to its emission allowance requirement and
due to cost reductions at Plant Scherer discussed above.

Purchased power cost increased 11.3% in the twelve months ended September
30, 1997 compared to 1996. A total of 3.9% fewer megawatt-hours ("MWhs") were
purchased in the twelve months ended September 30, 1997 compared to 1996.
Consequently, average purchased power cost increased by 15.9%. As noted below,
significant energy cost savings were realized in 1996 from the EPMI and DLD
power marketer arrangements. Purchased power cost decreased by 14% in 1996
compared to 1995 and increased by 16% in 1995 compared to 1994. Lower purchased
power costs were achieved in 1996 despite the 15% increase in energy purchases
in 1996 from 1995 levels. The 1996 cost reduction was due to (1) energy cost
savings of $32 million realized from the short-term power marketer arrangements
and (2) reductions in purchased power capacity costs due to (a) proceeds of
$10.8 million from the settlement of a lawsuit with GPC and (b) savings
resulting from the elimination effective September 1, 1996, of a 250 MW
component block (coal-fired units) of the Block Power Sale Agreement between
Oglethorpe and GPC (the "BPSA"). In 1995, the 13% higher kWh sales, including
the increased Member sales and sales to GPC pursuant to power supply
arrangements (see the discussion under "OPERATING REVENUES" above), resulted in
higher utilization of purchased power resources. Energy purchases increased 31%
in 1995 compared to 1994.

Purchased power expenses for the year 1994 compared to the twelve months
ended September 30, 1997 reflect the cost of capacity and energy purchases under
various long-term power purchase agreements. These long-term agreements have, in
some cases, take-or-pay minimum energy requirements. For 1994 through September
30, 1997, Oglethorpe utilized its energy from these purchase power agreements in
excess of the take-or-pay requirements. Oglethorpe's power purchases from these
agreements amounted to approximately $173 million in 1997, $191 million in 1996,
$207 million in 1995 and $183 million in 1994. (For a discussion of the power
purchase agreements, see Note 9 of Notes to Financial Statements.) The increase
in depreciation and amortization in 1996 was partly due to a full year of
depreciation on Rocky Mountain which began commercial operation in June 1995 and
to $14 million of Board- approved accelerated amortization of deferred charges
of the discontinued Pickens County pumped storage hydroelectric project. All
remaining unamortized charges related to this project were expensed in 1996.

The decrease in other operating expenses for the twelve months ended
September 30, 1997 compared to 1996 was due primarily to the transfer of
administrative and general expenses relating to the transmission and system
operations business in connection with the Corporate Restructuring. Sales,
administrative and general expenses increased in 1995 as compared to 1994
primarily resulting from increased marketing efforts in support of the Members.

OTHER INCOME

Interest income increased for the twelve months ended September 30, 1997
compared to 1996, 1996 compared to 1995 and 1995 compared to 1994. Interest
income was higher in the twelve months ended September 30, 1997 as a result of
higher earnings from the decommissioning fund and partly due to income from the
deposits from the Rocky Mountain transactions. The deposits were made in
December 1996 and January 1997. In 1996, interest income was higher due to
higher average investment balances. In 1995, interest income increased partly
due to higher short-term interest rates and due to higher investment returns in
the decommissioning trust fund.

43
<PAGE>
In 1996, Oglethorpe utilized all remaining amounts available ($32 million)
under its deferred margin rate mechanism, and, as scheduled, this mechanism
ended. Likewise, deferred margins of $16 million and $18 million were amortized
as credits against Member revenue requirements in 1995 and 1994, respectively,
to mitigate the rate impact of increased capacity costs related to Plant Vogtle
and Rocky Mountain. Also, in 1995 and 1994, Oglethorpe's Board of Directors
authorized the retention of approximately $14 million and $9 million,
respectively, in excess of the 1.07 TIER margin requirement as deferred margins
under the mechanism. (See Note 1 of Notes to Financial Statements for a
discussion of deferred margins and amortization of deferred margins.) The
decrease in amortization of deferred gains in 1996 and 1995 as compared to 1994
resulted from the completion of amortization in September 1994 of a gain on the
sale of Plant Scherer common facilities. (Also see Note 1 of Notes to Financial
Statements for a discussion of the sale.)

INTEREST CHARGES

Net interest charges for the twelve months ended September 30, 1997
decreased compared to 1996 primarily due to the debt assumed by GTC in
connection with the Corporate Restructuring. Net interest charges increased in
1996 compared to 1995 and in 1995 compared to 1994. The increases were due to
the decrease in allowance for debt funds used during construction ("AFUDC") in
1996 compared to 1995 and 1995 compared to 1994 as a result of the three units
of Rocky Mountain becoming commercially operable in June and July 1995. The
continued decrease in gross interest on long-term debt and capital leases in
1996 and 1995 was due to the refinancing efforts discussed under "Financial
Condition--REFINANCING TRANSACTIONS" below. The increase in other interest
expense in 1995 compared to 1994 was due to higher investment returns in the
decommissioning trust fund. (See Note 1 of Notes to Financial Statements for
explanation of Oglethorpe's accounting for decommissioning gains and losses.)

NET MARGIN

Net margin for the twelve months ended September 30, 1997 was $9.6 million
compared to $21.8 million for 1996. This decrease in net margin was the result
of certain nonrecurring expenses and capacity revenue adjustments reflected in
the fourth quarter of 1996. As noted above, the accelerated amortization of
deferred charges of the discontinued Pickens County pumped storage hydroelectric
project and other rate making adjustments resulted in a net loss for the quarter
of $4.5 million. After reflecting these fourth quarter adjustments, 1996 net
margin was consistent with the TIER margin requirement. For calendar
year-to-date 1997, net margin of $14.1 million is currently sufficient to meet
the MFI margin requirements. Oglethorpe has always met or exceeded its margin
requirements.

FINANCIAL CONDITION

GENERAL

The principal changes in Oglethorpe's financial condition from January 1,
1996 to September 30, 1997, were due to property additions, reductions in the
cost of capital and a special patronage capital distribution. Property additions
totaled $94 million and $74 million, respectively, for the year ended December
31, 1996 and twelve months ended September 30, 1997. These property additions
were funded primarily with funds from operations.

A decrease in the cost of capital was achieved through the refinancing of
$106 million of long-term debt during 1996 and the prepayment of an additional
$116 million of long-term debt in March 1997. The average interest rate on
long-term debt decreased from 6.76% at December 31, 1995 to 6.56% at December
31, 1996, and further to 6.43% at September 30, 1997. (For a further discussion
of the refinancing transactions, see "REFINANCING TRANSACTIONS" and "ROCKY
MOUNTAIN LEASE TRANSACTIONS" herein.)

44
<PAGE>
Finally, Oglethorpe's equity was reduced by $49 million due to a special
patronage capital distribution made to the Members in conjunction with the
Corporate Restructuring.

CAPITAL REQUIREMENTS

As part of its ongoing capital planning, Oglethorpe forecasts expenditures
required for generation facilities and other capital projects. The table below
details these expenditure forecasts for 1998 through 2000. Actual construction
costs may vary from the estimates listed 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.

CAPITAL EXPENDITURES

<TABLE>
<CAPTION>
GENERATING NUCLEAR GENERAL
YEAR PLANT(1) FUEL PLANT AFUDC(2) TOTAL
- ---------------------------------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
1998.............................. $ 15,303 $ 35,337 $ 1,940 $ 1,290 $ 53,870
1999.............................. 13,147 33,301 1,875 1,800 50,123
2000.............................. 10,916 39,780 1,931 1,800 54,427
----------- --------- ----------- ----------- ---------
Total............................. $ 39,366 $ 108,418 $ 5,746 $ 4,890 $ 158,420
----------- --------- ----------- ----------- ---------
----------- --------- ----------- ----------- ---------
</TABLE>

- ------------------------

(1) Consists of capital expenditures required for replacements and additions to
facilities in service and compliance with environmental regulations.

(2) Allowance for funds used during construction of generation and general plant
facilities.

Currently, Oglethorpe does not have any new generation facilities under
construction, and management does not anticipate the need for construction of
any new capacity well into the future. (See "MEMBER REQUIREMENTS AND POWER
SUPPLY RESOURCES--Future Power Resources.")

Oglethorpe's investment in electric plant, net of depreciation, was
approximately $3.6 billion as of September 30, 1997 and $4.4 billion as of
December 31, 1996. The reduction in net plant was primarily due to the transfer
of assets to GTC and GSOC in connection with the Corporate Restructuring.
Expenditures for property additions during 1996 amounted to $94 million, of
which $91 million was provided from operations. These expenditures were
primarily for additions and replacements to generation and transmission
facilities.

In addition to the funds needed for capital expenditures, approximately $286
million will be required over the next three years (1998-2000) for current
sinking fund requirements and maturities of long-term debt. Of this amount, $221
million, or 77%, relates to the repayment of RUS and FFB debt. Excluded from
these amounts is the amount of debt assumed by GTC and GSOC as part of the
Corporate Restructuring. (See "BUSINESS OF OGLETHORPE--Corporate Restructuring"
and Note 5 of Notes to Financial Statements for further discussion regarding
long-term debt maturities.)

LIQUIDITY AND SOURCES OF CAPITAL

In the past, Oglethorpe has obtained the majority of its long-term financing
from RUS-guaranteed loans funded by FFB. Oglethorpe has also obtained a
substantial portion of its long-term financing requirements from tax-exempt
PCBs.

In addition, Oglethorpe's operations have consistently provided a sizable
contribution to its funding of capital requirements, such that internally
generated funds have provided interim funding or long-term

45
<PAGE>
capital for nuclear fuel reloads, new generation, transmission and general plant
facilities, replacements and additions to existing facilities, and retirement of
long-term debt. Oglethorpe anticipates that it will meet its future capital
requirements through 2000 primarily with funds generated from operations and, if
necessary, with short-term borrowings.

To meet short term cash needs and liquidity requirements, Oglethorpe had, as
of September 30, 1997, (i) approximately $60 million in cash and temporary cash
investments, (ii) $96 million in other short term investments and (iii) up to
$300 million total available under the following credit facilities ($92 million
of which was in use):

<TABLE>
<CAPTION>
SHORT-TERM CREDIT FACILITIES AMOUNT
- ------------------------------------------------------------- -------------
<S> <C>
Commercial Paper............................................. $ 250,000,000
Committed lines of credit:
SunTrust................................................... $ 30,000,000
Uncommitted lines of credit:
CFC........................................................ $ 50,000,000
</TABLE>

Under its commercial paper program, Oglethorpe may issue commercial paper
not to exceed $250 million outstanding at any one time. The commercial paper is
backed 100% by committed lines of credit provided by a group of banks for which
SunTrust acts as agent. The maximum amount that can be outstanding at any one
time under the commercial paper program and the other lines of credit totals
$300 million due to certain restrictions contained in the SunTrust committed
line of credit agreement. Oglethorpe expects this maximum amount to increase in
December 1997 to $330 million due to a $30 million increase in the amount of its
commercial paper program. As of September 30, 1997, $92 million of commercial
paper was outstanding which was issued to fund the defeasance of certain PCBs in
conjunction with the Corporate Restructuring. (See "REFINANCING TRANSACTIONS"
below for a further discussion of this defeasance.)

REFINANCING TRANSACTIONS

Over the past few years, Oglethorpe has implemented a program to reduce its
interest costs by refinancing a sizable portion of its high-interest rate PCB
and FFB debt. Since the first transaction was completed in June 1992, Oglethorpe
has refinanced $1.1 billion in PCB debt and $1.2 billion in FFB debt. Oglethorpe
has also prepaid another $222 million of FFB debt, including a prepayment of $92
million of FFB debt on March 13, 1997 in connection with the Rocky Mountain
transactions described herein and a prepayment of $25 million of FFB debt on
April 1, 1997 in connection with the Corporate Restructuring. (See Note 5 of
Notes to Financial Statements.) The net result of these transactions has been to
reduce the average interest rate on Oglethorpe's total long-term debt from 8.83%
at December 31, 1991 to 6.43% at September 30, 1997.

In connection with the Corporate Restructuring, Oglethorpe defeased
approximately $92 million in principal amount of Series 1992 PCBs. Initially
these bonds have been defeased through the issuance of commercial paper.
Oglethorpe expects to refinance the commercial paper issuance with medium-term
notes or PCBs at some point in the future.

Also, in connection with the Corporate Restructuring, Oglethorpe refinanced
approximately $217 million in principal amount of Series 1992A PCBs through the
issuance of refunding bonds having a nine-month maturity (the "Series 1997A
Bonds"), which were in turn refunded through the issuance of bonds maturing on
May 28, 1998 (the "Series 1997B Bonds"). Payment of principal and interest on
the Series 1997B Bonds is insured by a municipal bond insurance policy issued by
Ambac Assurance Corporation. Oglethorpe is required by Ambac Assurance
Corporation to maintain liquidity during the term of the Series 1997B Bonds in
an amount equal to $222 million. Oglethorpe expects to refund the Series 1997B
Bonds through the issuance of long-term bonds.

46
<PAGE>
INTEREST RATE SWAP TRANSACTIONS

To refinance high-interest rate PCBs, Oglethorpe entered into two interest
rate swap transactions with a swap counterparty, AIG Financial Products Corp.
("AIG-FP"), which were designed to create a contractual fixed rate of interest
on $322 million of variable rate PCBs. These transactions were entered into in
early 1993 on a forward basis, pursuant to which approximately $200 million of
variable rate PCBs were issued on November 30, 1993 and approximately $122
million of variable rate PCBs were issued on December 1, 1994. Oglethorpe is
obligated to pay the variable interest rate that accrues on these PCBs; however,
the swap arrangements provide a mechanism for Oglethorpe to achieve a
contractual fixed rate which is lower than Oglethorpe would have obtained had it
issued fixed rate bonds. Oglethorpe's use of financial derivatives is for the
purpose of mitigating business risks and is not for speculative purposes.
Oglethorpe's use of derivatives is limited to these two swap transactions.

In connection with GTC's assumption of liability on a portion of the PCBs
pursuant to the Corporate Restructuring, commencing April 1, 1997, GTC assumed
and agreed to pay 16.86% of any amounts due from Oglethorpe under these swap
arrangements, including the net swap payments and termination payments described
below. Should GTC fail to make such payments under the assumption, Oglethorpe
remains obligated for the full amount of such payments.

Under the swap arrangements, Oglethorpe is obligated to make periodic
payments to AIG-FP based on a notional principal amount equal to the aggregate
principal amount of the bonds outstanding during the period and a contractual
fixed rate ("Fixed Rate"), and AIG-FP is obligated to make periodic payments to
Oglethorpe based on a notional principal amount equal to the aggregate principal
amount of the bonds outstanding during the period and a variable rate equal to
the variable rate of interest accruing on the bonds during the period ("Variable
Rate"). These payment obligations are netted, such that if the Variable Rate is
less than the Fixed Rate, Oglethorpe makes a net payment to AIG-FP. Likewise, if
the Variable Rate is higher than the Fixed Rate, Oglethorpe receives a net
payment from AIG-FP. Thus, although changes in the Variable Rate affect whether
Oglethorpe is obligated to make payments to AIG-FP or is entitled to receive
payments from AIG-FP, the effective interest rate Oglethorpe pays with respect
to the PCBs is not affected by changes in interest rates. The Fixed Rate for the
$200 million of variable rate bonds issued in 1993 is 5.67% and the Fixed Rate
for the $122 million of variable rate bonds issued in 1994 is 6.01%. For the
three years ended December 31, 1994, 1995 and 1996, Oglethorpe has made in
connection with both interest rate swap arrangements combined net swap payments
to AIG-FP of $6.0 million, $6.4 million and $8.2 million, respectively.

The swap arrangements extend for the life of these PCBs. If the swap
arrangements were to be terminated while the PCBs are still outstanding,
Oglethorpe or AIG-FP may owe the other party a termination payment depending on
a number of factors, including whether the fixed rate then being offered under
comparable swap arrangements is higher or lower than the Fixed Rate. Under the
terms of the swap agreements, AIG-FP has limited rights to terminate the swaps
only upon the occurrence of specified events of default or a reduction in
ratings on Oglethorpe's PCBs, without credit enhancement, to a level that is
below investment grade. Oglethorpe estimates that its maximum aggregate
liability (net of GTC's assumed percentage) for termination payments under both
swap arrangements had such payments been due on September 30, 1997 would have
been approximately $31 million.

In connection with these interest rate swap arrangements, Oglethorpe (but
not GTC) is obligated to maintain minimum liquidity in an amount equal to 25% of
the principal amount of the variable rate refunding bonds outstanding. As of
September 30, 1997, the minimum liquidity requirement equaled $81 million and
will decrease proportionately as such bonds are retired as a result of scheduled
sinking fund payments.

ROCKY MOUNTAIN LEASE TRANSACTIONS

Oglethorpe completed, in two separate closings on December 31, 1996 and
January 3, 1997, lease transactions for its 74.61% undivided ownership interest
in Rocky Mountain. Under the terms of these

47
<PAGE>
transactions, Oglethorpe leased the facility to three institutional investors
for the useful life of the facility, who in turn leased it back to Oglethorpe
for a term of 30 years. Rocky Mountain is subject to the lien of the Mortgage
Indenture. The leasehold interest transferred is subject and subordinate to such
lien. Oglethorpe will continue to control and operate the plant during the
leaseback term, and will exercise its fixed price purchase option at the end of
the leaseback period so as to retain all other rights of ownership with respect
to the plant if it is advantageous for Oglethorpe to exercise such option. As a
result of these transactions, Oglethorpe received net present value cash
benefits of approximately $96 million which is being recorded as a deferred
credit and will be recognized in income over the term of the leaseback.
Approximately $92 million was used for the early retirement of FFB debt and
approximately $4 million was used to pay alternative minimum taxes on the
transactions. The combination of the debt prepayment and the amortized gain will
result in an estimated $11 million in annual savings through 2001, and
additional savings in declining amounts for the remaining 25 years of the lease.
In connection with these transactions, Oglethorpe is obligated to maintain
minimum liquidity of $50 million.

COMPETITION

The electric utility industry in the United States is undergoing fundamental
change and is becoming increasingly competitive. This change is promoted by the
Energy Policy Act, recently adopted and proposed policies from FERC regarding
transmission access and pricing, state deregulation initiatives, increased
consolidation and mergers of electric utilities, the proliferation of power
marketers and independent power producers, surplus generation in certain
regional markets and other factors.

Several states are in the process of implementing varying forms of "retail
wheeling" (the transmission of power for a third party directly to a retail
customer) and most others are in the various stages of considering retail
competition. Proposed federal legislation could mandate retail wheeling in every
state. No legislation related to retail wheeling has yet been enacted in
Georgia, and, currently, no bill is pending in the Georgia legislature which
would amend the Georgia Territorial Electric Service Act (the "Territorial Act")
or otherwise affect the exclusive right of the Members to supply power to their
current service territories. In 1997, the staff of the GPSC conducted a series
of workshops to solicit views from the various parties impacted by electric
industry restructuring and to discuss potential resolutions of these issues. The
GPSC staff anticipates presenting a report to the GPSC that will identify
electric industry restructuring issues, potential resolutions and the views of
the parties who participated in the workshops. The GPSC does not have the
authority under Georgia law to order retail wheeling or amend the Territorial
Act. Oglethorpe and the Members participated in the GPSC staff workshops and are
actively monitoring and studying legislative initiatives in Congress and in
other states to take advantage of the experiences of cooperatives and other
utilities in other states to protect their interests in future legislative
activities in Georgia.

Under current Georgia law, the Members generally have the exclusive right to
provide retail electric service in their respective territories. Since 1973,
however, Georgia has permitted limited competition among electric utilities
located in Georgia for sales of electricity to certain large commercial or
industrial customers. Pursuant to the Territorial Act, the owner of any new
facility may receive electric service from the power supplier of its choice if
the facility is located outside of municipal limits and has a connected demand
upon initial full operation of 900 kilowatts or more. (See "THE MEMBERS--Service
Area and Competition.") The Members, with Oglethorpe's support, are actively
engaged in competition with other retail electric suppliers for these new
commercial and industrial loads. While the competition for 900 kilowatt loads
represents only limited competition in Georgia, this competition has given
Oglethorpe and the Members the opportunity to develop resources and strategies
to operate in an increasingly competitive market.

Over the past years, Oglethorpe has taken several steps to prepare for and
adapt to the fundamental changes which have occurred or are likely to occur in
the electric utility industry and to reduce the possibility of incurring
stranded costs. Most importantly, Oglethorpe completed the Corporate
Restructuring and divided itself into generation, transmission and system
operations companies in order to

48
<PAGE>
better serve its Members in a deregulated and competitive environment. (See
"General--CORPORATE RESTRUCTURING" herein.) Since 1992, Oglethorpe also has
pursued an interest cost reduction program. As a result of this program,
Oglethorpe has prepaid $222 million of FFB debt and refinanced $1.1 billion of
PCB debt and $1.2 billion of FFB debt. These steps have reduced Oglethorpe's
interest costs significantly. (See "Financial Condition--REFINANCING
TRANSACTIONS" herein.)

Oglethorpe and the Members also amended the Wholesale Power Contracts in
connection with the Corporate Restructuring. The Wholesale Power Contracts
provide that the Members are jointly and severally responsible for all costs and
expenses of all of the generation and purchased power resources of Oglethorpe
existing on March 11, 1997, as well as certain future power resources. (See
"BUSINESS OF OGLETHORPE--Wholesale Power Contracts.") Each Wholesale Power
Contract specifically provides that the Member must make payments whether or not
power has been delivered and whether or not a plant has been sold or is
otherwise unavailable. The formulary rate established by Oglethorpe in the rate
schedule to the Wholesale Power Contracts employs a rate methodology under which
all categories of costs are specifically separated as components of a formula to
determine Oglethorpe's revenue requirements. The rate schedule also allocates to
the Members the responsibility for all of Oglethorpe's fixed costs. Oglethorpe's
charges under the Wholesale Power Contracts may be adjusted by the Board of
Directors. With respect to Oglethorpe, the RUS has retained certain approval
rights over the changes to the Wholesale Power Contracts, including the rate
schedule. (See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" herein.) As
a result of these contractual agreements, the Members ultimately are liable for
the existing power resources of Oglethorpe.

Oglethorpe has also entered into arrangements with power marketers to obtain
the value that can be brought by power marketers and to provide for future load
requirements without taking all the risk associated with traditional suppliers.
(See "Results of Operations--POWER MARKETER ARRANGEMENTS" herein.)

Oglethorpe and the Members continue to consider and evaluate a wide array of
other potential actions to reduce costs and to maintain their competitiveness in
anticipation of future competition. These activities on the part of Oglethorpe
and the Members are in various stages of study or preliminary consideration.
Many Members are now providing or considering proposals to provide
non-traditional products and services such as telecommunications and other
services. Depending on the nature of future competition in Georgia, there could
be reasons for the Members to separate their physical distribution business from
their energy business, or otherwise restructure their current businesses to
operate effectively under retail competition. Oglethorpe continues to seek to
identify and evaluate opportunities to reduce the cost of wholesale power to the
Members.

Oglethorpe currently defers certain costs of providing services to the
Members pursuant to Statement of Financial Accounting Standards ("SFAS") No. 71,
"Accounting for the Effects of Certain Types of Regulation." Note 1 of Notes to
Financial Statements in Oglethorpe's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, sets forth the regulatory assets and liabilities
reflected on Oglethorpe's balance sheet as of December 31, 1996. Regulatory
assets represent probable future revenues to Oglethorpe associated with certain
costs which will be recovered from Members through the rate-making process.
Regulatory liabilities represent probable future reduction in revenues
associated with amounts that are to be credited to Members through the
rate-making process. (See "General-- RATES AND FINANCIAL COVERAGE REQUIREMENTS"
herein.) In the event that Oglethorpe is no longer subject to the provisions of
SFAS No. 71, Oglethorpe would be required to write off regulatory assets and
liabilities. In addition, Oglethorpe would be required to determine any
impairment to other assets, including plant, and write down the assets, if
impaired, to their fair value.

At this time, Oglethorpe cannot predict the outcome of the various
developments that may lead to increased competition in the electric utility
industry or the effect of such developments on Oglethorpe or the Members.

49
<PAGE>
MISCELLANEOUS

DECOMMISSIONING COSTS

The staff of the Securities and Exchange Commission (the "Commission") has
questioned certain of the current accounting practices of the electric utility
industry regarding the recognition, measurement and classification of
decommissioning costs for nuclear generating facilities in financial statements
of electric utilities. In response to these questions, the Financial Accounting
Standards Board has issued an Exposure Draft of a proposed Statement on
"Accounting for Certain Liabilities Related to Closure or Removal of Long-Lived
Assets". The proposed Statement would require the recognition of the entire
obligation for decommissioning at its present value as a liability in the
financial statements. Rate-regulated utilities would also recognize an
offsetting asset for differences in the timing of recognition of the costs of
decommissioning for financial reporting and rate-making purposes. Oglethorpe's
management does not believe that this proposed Statement would have an adverse
effect on results of operations due to its current and future ability to recover
decommissioning costs through rates.

Beginning in years 2014 through 2029, it is expected that Plant Hatch and
Plant Vogtle units will begin the decommissioning process. The expected timing
of payments for decommissioning costs will extend for a period of 9 to 14 years.
Oglethorpe's management does not expect such payments to have an adverse impact
on liquidity or capital resources due to available amounts which have been set
aside in reserves for this purpose.

INFLATION

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.

YEAR 2000 ISSUE

Many information systems have been designed to function based on years that
begin with "19". Oglethorpe expects that by the year 2000 it will have adapted
its systems, to the extent it considers necessary, to process years that begin
with "20", and does not expect that the year 2000 issue will have a material
adverse effect on its financial condition or results of operations.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This Prospectus contains forward-looking statements, including statements
regarding, among other items, (i) anticipated trends in Oglethorpe's business
and (ii) Oglethorpe's future liquidity requirements and capital resources. These
forward-looking statements are based largely on Oglethorpe's expectations and
are subject to a number of risks and uncertainties, certain of which are beyond
Oglethorpe's control. For factors that could cause actual results to differ
materially from those anticipated by these forward-looking statements, see
"Competition" herein and "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY
INDUSTRY." In light of these risks and uncertainties, there can be no assurance
that events anticipated by the forward-looking statements contained in this
Prospectus will in fact transpire.

50
<PAGE>
THE MEMBERS OF OGLETHORPE

SERVICE AREA AND COMPETITION

The Members are listed below and include 39 of the 42 electric distribution
cooperatives in the State of Georgia.

<TABLE>
<S> <C> <C>
Altamaha EMC Habersham EMC Planters EMC
Amicalola EMC Hart EMC Rayle EMC
Canoochee EMC Irwin EMC Satilla Rural EMC
Carroll EMC Jackson EMC Sawnee EMC
Central Georgia EMC Jefferson EMC Slash Pine EMC
Coastal EMC Lamar EMC Snapping Shoals EMC
Cobb EMC Little Ocmulgee EMC Sumter EMC
Colquitt EMC Middle Georgia EMC Three Notch EMC
Coweta-Fayette EMC Mitchell EMC Tri-County EMC
Excelsior EMC Ocmulgee EMC Troup EMC
Flint EMC Oconee EMC Upson County EMC
Grady EMC Okefenoke Rural EMC Walton EMC
GreyStone Power Corporation, Pataula EMC Washington EMC
an EMC
</TABLE>

The Members serve approximately 1.2 million electric consumers (meters)
representing approximately 2.6 million people. The Members serve a region
covering approximately 40,000 square miles, which is approximately 70% of the
land area in the State of Georgia, encompassing 150 of the State's 159 counties.
Sales by the Members in 1996 amounted to approximately 19.6 million MWh, with
72% to residential consumers, 26% to commercial and industrial consumers and 2%
to other consumers. 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 substantial 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 1994 through 1996 of 5% in number of consumers, 9% in MWh
sales and 7% 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.
With limited exceptions, the Members have the exclusive right to provide retail
electric service in their respective territories, which are predominately
outside of the municipal limits existing at the time the Territorial Act was
enacted in 1973. The chief exception to this rule of exclusivity is that
electric suppliers may compete for most new retail loads of 900 kilowatts or
greater. The GPSC may reassign territory only if it determines that an electric
supplier has breached the tenets of public convenience and necessity. The GPSC
may transfer service for specific premises only if: (i) the GPSC determines,
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) the GPSC finds, 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.

Since 1973, unlike in the electric utility industry in general, the
Territorial Act has allowed limited competition among electric utilities in
Georgia by allowing the owner of any new facility located outside of 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,

51
<PAGE>
are actively engaged in competition with other retail electric suppliers for
these new commercial and industrial loads. The number of commercial and
industrial loads served by the Members continues to increase annually. While the
competition for 900 kilowatt loads represents only limited competition in
Georgia, this competition has given Oglethorpe and the Members the opportunity
to develop resources and strategies to operate in an increasingly competitive
market.

The electric utility industry in the United States is undergoing fundamental
change and is becoming increasingly competitive. (See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Competition.")

From time to time, utilities are approached by other parties interested in
purchasing their systems. Some of the Members have been approached in the past
by third parties indicating an interest in purchasing their systems. The
Wholesale Power Contracts provide that a Member may not dissolve, liquidate or
otherwise wind up its affairs without Oglethorpe's approval. The Member may not
consolidate or merge with any person or reorganize or change the form of its
business organization from an electric membership corporation or sell, transfer,
lease or otherwise dispose of all or substantially all of its assets to any
person, whether in a single transaction or series of transactions, unless
either: (i) the transaction is approved by Oglethorpe or (ii) other specified
conditions are satisfied including, but not limited to, an assumption agreement
by the transferee, satisfactory to Oglethorpe, containing an assumption by the
transferee of the performance and observance of every covenant and condition of
the Member under the Wholesale Power Contract, and certifications of accountants
as to certain specified financial requirements of the transferee (taking into
account the transfer).

COOPERATIVE STRUCTURE

The Members are cooperatives that 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 RUS or loan documents with other lenders. The RUS
mortgages generally prohibit such distributions unless, after any such
distribution, the Member's total equity will equal at least 40% (30% in the case
of Members, if any, that have the new form of RUS loan documents) 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 (provided that
equity is at least 20% in the case of Members, if any, that have the new form of
RUS loan documents). (See "Members' Relationship with RUS" herein.)

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 "BUSINESS OF
OGLETHORPE--Wholesale Power Contracts.") The revenues of the Members are not
pledged as security 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
their respective RUS mortgages or loan documents with other lenders.

RATE REGULATION OF MEMBERS

Through provisions in the loan documents securing loans to the Members, RUS
exercises control and supervision over the rates for the sale of power of the 34
Members that borrow from it. The RUS mortgages of such Members require them to
design rates with a view to maintaining an average TIER of

52
<PAGE>
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
by any federal or state agency or authority other than RUS, the Territorial Act
prohibits the Members from unreasonable discrimination in the setting of rates,
charges, service rules or regulations and requires the Members to obtain GPSC
approval of long-term borrowings.

Snapping Shoals EMC, Mitchell EMC, Troup EMC, Walton EMC and Cobb EMC have
prepaid their RUS indebtedness and are no longer RUS borrowers. Each of these
Members now has a rate covenant with its current lender. Other Members may also
pursue this option. To the extent that a Member who is not an RUS borrower
engages in wholesale sales or transmission in interstate commerce, it would be
subject to regulation by FERC under the Federal Power Act.

MEMBERS' RELATIONSHIP WITH RUS

Through provisions in the loan documents securing loans to the Members, RUS
also exercises control and supervision over the Members that borrow from it in
such areas as accounting, borrowings, construction and acquisition of
facilities, and the purchase and sale of power.

Historically, federal loan programs providing direct loans from RUS to
electric cooperatives have been a major source of funding for the Members.
However, 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 RUS loan and guarantee
programs have been characterized by the imposition of increasingly problematic
terms and conditions and extended delays in access to necessary funding. RUS has
adopted new standard forms of mortgages and loan contracts for distribution
borrowers the stated purpose of which is to update and modernize the loan and
security documentation employed by RUS. Distribution borrowers are required to
adopt these new forms as a condition to receiving new loans from RUS.

Recent changes and proposals for further changes have made the direct loan
program administered by RUS more costly. The Rural Electrification Loan
Restructuring Act of 1993 eliminated the long-standing 5% loan program and
substituted a new program, the interest rates for which are based on rates being
paid on municipal bonds with comparable maturities. Certain borrowers with
either low consumer density or higher-than-average rates and lower-than-average
consumer income are still eligible for special loans at 5%. The future cost,
availability and amount of RUS direct and guaranteed loans which may be
available to the Members cannot be predicted.

MEMBERS RELATIONSHIP WITH GTC AND GSOC

For information about the Members' relationship with GTC and GSOC, see
"BUSINESS OF OGLETHORPE--Relationship with GTC" and "--Relationship with GSOC."

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 1996, the aggregate SEPA allocation to the Members was 542 MW plus associated
energy, representing approximately 11% of total Member peak demand and
approximately 5% of total Member energy requirements. New 20-year contracts
between each of the Members and SEPA have recently been executed. The provisions
of the new contracts are essentially the same as the existing contracts with a
few exceptions. Each Member must schedule its energy allocation, and each Member
has designated Oglethorpe to perform this function. Pursuant to a separate
agreement, Oglethorpe will schedule, through GSOC, the Members' SEPA power
deliveries. Further, each Member may be required, if certain conditions are met,
to contribute funds for capital

53
<PAGE>
improvements for Corps of Engineers projects from which its allocation is
derived in order to retain the allocation. GTC delivers the Members' SEPA
purchases under its network tariff and contract with each Member. The new
contracts are subject to RUS approval. 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. (See
"BUSINESS OF OGLETHORPE--Wholesale Power Contracts" and "MEMBER REQUIREMENTS AND
POWER SUPPLY RESOURCES--Member Demand and Energy Requirements" and the table
thereunder.)

During 1996, legislative proposals were made that would have resulted in the
privatization of several of the federal power marketing administrations, in
particular SEPA. Ultimately, no proposal for the privatization of the power
marketing administrations was passed by Congress. The President's Budget for
fiscal year 1998 did not include any proposals to privatize the federal power
marketing administrations. The ultimate outcome of this issue in Congress cannot
be predicted with certainty.

54
<PAGE>
MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES

GENERAL

Oglethorpe supplies capacity and energy to the Members from a combination of
owned and leased generating plants and from power purchased under long-term
contracts with other power suppliers and power marketers. Oglethorpe owns or
leases 3,335 MW of nameplate capacity, consisting of 1,500.6 MW of coal-fired
capacity, 1,185 MW of nuclear-fueled capacity, 632.5 MW of pumped storage
hydroelectric capacity, 14.8 MW of oil-fired combustion turbine capacity and 2.1
MW of conventional hydroelectric capacity. (See "Generating Facilities--GENERAL"
and "Generating Facilities--PLANT PERFORMANCE" herein for a description of
Oglethorpe's generating facilities.) These resources are generally scheduled and
dispatched so as to minimize the operating cost of Oglethorpe's system. However,
Oglethorpe has entered into long-term arrangements with power marketers to
better utilize its resources to reduce the cost of capacity and energy delivered
to the Members, in part by giving certain dispatch rights to the power
marketers. (See "Power Marketer Arrangements" herein.)

MEMBER DEMAND AND ENERGY REQUIREMENTS

The following table shows the aggregate peak demand and energy requirements
of the Members for the years 1994 through 1996 and the twelve months ended
September 30, 1997, and also shows the amounts of such requirements supplied by
Oglethorpe and SEPA. For the years 1994 through 1996, demand and energy
requirements increased at an average annual compound growth rate of 13.2% and
9.7%, respectively.

<TABLE>
<CAPTION>
DEMAND (MW) ENERGY REQUIREMENTS (MWH)
--------------------------------------------- ------------------------------------------
TOTAL SUPPLIED BY SUPPLIED BY TOTAL SUPPLIED BY SUPPLIED BY
REQUIREMENTS(1) OGLETHORPE(2) SEPA(3) REQUIREMENTS OGLETHORPE(2) SEPA(3)
--------------- ------------- ----------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
1994.......................... 3,938 3,396 542 17,278,812 16,285,127 993,685
1995.......................... 4,850 4,308 542 19,403,703 18,442,153 961,550
1996.......................... 5,045 4,503 542 20,793,864 19,807,101 986,763
Twelve months ended
September 30, 1997.......... 5,252 4,710 542 20,388,886 20,148,077 912,295
</TABLE>

- ------------------------------

(1) System peak demand of the Members measured at the Members' delivery points
(net of system losses). The significant increase in peak demand from 1994 to
1995 was due in large part to a mild summer in 1994.

(2) Includes purchased power. (See "Power Marketer Arrangements," "Other Power
Purchase and Sale Arrangements--POWER PURCHASES FROM GPC" and "Other Power
Purchase and Sale Arrangements--OTHER POWER PURCHASES" herein.)

(3) Supplied by SEPA through existing contracts with the Members. (See "THE
MEMBERS OF OGLETHORPE--Contracts with SEPA.")

In 1996, Cobb EMC and Jackson EMC accounted for approximately 12.5% and
11.2% of Oglethorpe's total revenues, respectively. For the twelve months ended
September 30, 1997, Cobb EMC and Jackson EMC accounted for approximately 12.8%
and 11.5% of Oglethorpe's total revenues, respectively. None of the other
Members accounted for as much as 10% of Oglethorpe's total revenues in 1996 or
the twelve months ended September 30, 1997. Due to greater than average growth
rates, certain of Oglethorpe's customers, including its larger customers such as
Cobb EMC and Jackson EMC, have historically accounted for an increasing
percentage of Oglethorpe's total revenues. However, under the new Wholesale
Power Contracts described above, a Member may choose to supply all or a portion
of its increased requirements with purchases from other suppliers. Although the
Members have contracted for significant portions of their anticipated future
needs by participating in Oglethorpe's power marketer agreements, certain of the
Members' future needs during the terms of the power marketer agreements could
still be purchased from other suppliers. (See "Power Marketer Arrangements"
herein.)

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<PAGE>
SEASONAL VARIATIONS

The demand for energy by the Members is influenced by seasonal weather
conditions. Historically, Oglethorpe's peak demand has occurred during the
months of June through August. (See "BUSINESS OF OGLETHORPE--Electric Rates.")
Energy revenues track energy costs as they are incurred and also fluctuate month
to month. Capacity revenues reflect the recovery of Oglethorpe's fixed costs,
which do not vary significantly from month to month; therefore, capacity charges
are billed and capacity revenues are recognized in equal monthly amounts.

POWER MARKETER ARRANGEMENTS

In 1996, Oglethorpe began utilizing power marketer arrangements to reduce
the cost of power to the Members. It has entered into long-term power marketer
agreements with LEM for approximately 50% of the load requirements of the
Members and with Morgan Stanley with respect to 50% of the Members' forecasted
load requirements. The LEM agreements are based on the actual requirements of
the Members during the contract term, whereas the Morgan Stanley agreement
represents a fixed supply obligation. Generally, these arrangements reduce the
cost of supplying power to the Members by limiting the risk of fuel cost
variations and unit availability, by providing a guaranteed benefit for the use
of excess resources and by providing future power needs at a fixed price. All of
Oglethorpe's existing generating facilities and power purchase arrangements are
available for use by LEM and Morgan Stanley for the term of the respective
agreements. Oglethorpe continues to be responsible for all of the costs of its
system resources but receives revenue, as described below, from LEM and Morgan
Stanley for the use of the resources.

LEM AGREEMENTS

Effective January 1, 1997, Oglethorpe entered into power marketer agreements
with LEM for 50% of the load requirements of the Members. Under the agreements,
LEM is obligated to deliver, and Oglethorpe is obligated to take, approximately
50% of the load requirements of the participating Members less the load
requirements for certain customers who have the right to choose electric
suppliers, plus 50% of the delivery obligations under Oglethorpe's existing firm
power off-system sale contracts. For certain smaller customer choice loads, LEM
is obligated to deliver, if Oglethorpe requests, 50% of the associated load
requirements. Oglethorpe has the option of purchasing the energy requirements
for any customer choice load from another supplier. Oglethorpe is obligated to
sell and LEM is obligated to buy 50% of the output of each participating
Member's PCR share of the "must run" units (primarily nuclear units). Oglethorpe
is also obligated to make available the same share of all other resources, which
LEM may schedule. LEM does not have the right to the output of upgrades to these
resources. LEM pays Oglethorpe the costs associated with the energy taken,
subject to certain adjustments. Oglethorpe must pay LEM a contractually
specified price for each MWh purchased.

The LEM agreement relating to 37 of the 39 Members has a term extending
through 2011. With one year's notice, Oglethorpe has the right to terminate the
LEM agreement beginning in 2002. With 18 months' notice, LEM has the right to
terminate the LEM agreement beginning in 2005. The LEM agreement relating to the
other two Members has a term extending through 1999.

LEM is a subsidiary of LG&E Energy Corp., a Kentucky corporation, which is a
diversified energy services holding company. LG&E Energy Corp. 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
Commission.

56
<PAGE>
MORGAN STANLEY AGREEMENT

Effective May 1, 1997, Oglethorpe entered into a power marketer agreement
with Morgan Stanley with respect to 50% of the Members' forecasted load
requirements. The agreement obligates Oglethorpe to purchase fixed quantities of
energy at fixed prices. Each Member selected a term for its obligation, as well
as the portion of its forecasted requirements to be purchased as a fixed
quantity. Oglethorpe is obligated to sell and Morgan Stanley is obligated to buy
50% of the output, in contractually fixed amounts, of each Member's PCR share
(for the term and portion selected) of the "must run" units (primarily nuclear
units). Oglethorpe is also obligated to make available the same share of all
other resources, in contractually fixed amounts, which Morgan Stanley may
schedule for each 24-hour day. This schedule is set the day prior based on
availability limitations in the contract. Morgan Stanley pays a contractually
fixed amount each month and an amount for the scheduled energy based on
contractually fixed prices. The agreement has a term extending to March 31,
2005, but the purchases for certain Members decline to zero prior to that date.
Oglethorpe plans to manage the portion of the system resources covered by the
Morgan Stanley agreement through scheduling and dispatching such resources.
Oglethorpe will also make purchases and sales to balance the fixed purchase
obligation against the actual requirements and to optimize the use of the
resources after receiving the daily schedule from Morgan Stanley.

Morgan Stanley is a subsidiary of Morgan Stanley, Dean Witter, Discover &
Co., a diversified investment banking and financial services company. Morgan
Stanley, Dean Witter, Discover & Co. 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 Commission.

RELATED AGREEMENTS

Oglethorpe has contracted with GTC to provide available transmission
services to deliver to the border of the ITS any energy sold to LEM or Morgan
Stanley, as well as any other wholesale power purchase. Each Member will use its
Member Transmission Agreement for delivery of energy purchased by Oglethorpe
from LEM, Morgan Stanley and others.

In connection with the LEM and Morgan Stanley arrangements, each Member has
entered into supplemental agreements to its Wholesale Power Contract. The
supplemental agreements are the vehicle through which Oglethorpe and the Members
assure that the Members receive the benefits of and support the obligations for
the power marketer arrangements under the Wholesale Power Contracts.

Each Member has approved the agreements with LEM and Morgan Stanley as
"future resources" under the Wholesale Power Contracts. Accordingly, each Member
has a PCR for each of the LEM and Morgan Stanley agreements and all costs
incurred by Oglethorpe under such agreements are recovered from the Members
under the Wholesale Power Contracts on a joint and several basis. To this
extent, the Members have elected, under the Wholesale Power Contracts, to
purchase a substantial portion of their future requirements from Oglethorpe.
(See "Future Power Resources" herein and "BUSINESS OF OGLETHORPE--Wholesale
Power Contracts.")

POWER PURCHASE AND SALE ARRANGEMENTS

POWER PURCHASES FROM GPC

Oglethorpe purchases 750 MW of capacity and associated energy from GPC on a
take-or-pay basis under the BPSA, which extends through December 31, 2003. The
capacity purchases under the BPSA are from four Component Blocks (as defined in
the BPSA), composed of two Component Blocks of 250 MW each (coal-fired units)
and two Component Blocks of 125 MW each (combustion turbine units). The capacity
in one or more Component Blocks may, however, be less than the MW stated above,
as the result of scheduled retirement of units or retirements due to force
majeure events. Although Oglethorpe

57
<PAGE>
may not increase its capacity purchases under the BPSA, it may reduce or extend
its purchases of one or more Component Blocks upon proper notice to GPC.
Oglethorpe has given notice of its intent to reduce its purchases by two 250 MW
Component Blocks (coal-fired units) effective September 1, 1998 and September 1,
1999. Also, pursuant to its long-term power marketer agreements with LEM,
Oglethorpe has committed to continue reducing its purchases from GPC as
permitted under the BPSA and thus will no longer purchase any energy under the
BPSA effective September 1, 2001. (See "Power Marketer Arrangements" herein for
a discussion of the LEM agreement.)

OTHER POWER PURCHASES

Oglethorpe purchases 100 MW of capacity from each of EPI and Big Rivers,
under agreements extending through June and July 2002, respectively. The
availability of capacity under the EPI contract is dependent on the availability
of two specific generating units available to EPI. 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 Note 9 of Notes to Financial Statements.)

Oglethorpe also has a contract through 2019 to purchase approximately 300 MW
of capacity from Hartwell, a partnership owned 50% by NGC Corporation and 50% by
American National Power, Inc., a subsidiary of National Power, PLC. This
capacity is provided by 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. Prior to the merger of Destec
Energy, Inc. and NGC Corporation, Oglethorpe notified Hartwell that Oglethorpe's
rights under the power purchase agreement to consent to the merger or to
exercise its rights of first refusal to purchase equity interests in the
partnership would be triggered by the merger. Hartwell, however, refused to
recognize Oglethorpe's rights, and Oglethorpe is currently seeking to resolve
the issues regarding its rights of consent and first refusal.

In addition to the purchases from GPC, Big Rivers, EPI and Hartwell,
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 FERC, Oglethorpe historically made 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 historically
provided the Members with the necessary services to fulfill these sale
obligations. Purchases by Oglethorpe from such qualifying facilities provided
0.2% of Oglethorpe's energy requirements for the Members in 1996. As a result of
the Corporate Restructuring, the Members may make such purchases in the future
instead of Oglethorpe.

Finally, Oglethorpe has contracted with Florida Power Corporation to
purchase 275 MW of peaking capacity during the summer of 1998.

LONG-TERM POWER SALES

Oglethorpe has an agreement to sell 100 MW of base capacity to Alabama
Electric Cooperative beginning June 1, 1998, and extending through December 31,
2005. During the term of the power marketer agreements, LEM and Morgan Stanley
will be responsible for supplying Oglethorpe with sufficient power to fulfill
these power sales.

OTHER POWER SYSTEM ARRANGEMENTS

Oglethorpe has interchange, transmission and/or short-term capacity and
energy purchase or sale agreements with over 60 utilities, power marketers and
other power suppliers. The agreements provide variously for the purchase and/or
sale of capacity and energy and/or for the purchase of transmission service. The
development of and access to the ITS and the interconnections with other
utilities are key

58
<PAGE>
elements in Oglethorpe's ability to make off-system sales and purchases through
its transmission contract with GTC and to compete in an increasingly competitive
market.

GENERATING FACILITIES

GENERAL

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. Plant Hatch, Plant Wansley,
Plant Vogtle and Scherer Unit No. 1 and Scherer Unit No. 2 are co-owned by
Oglethorpe, GPC, MEAG and Dalton. GPC is the operating agent for each of these
co-owned plants. Rocky Mountain is co-owned by Oglethorpe and GPC, and
Oglethorpe is the operating agent. Oglethorpe is the sole owner of Tallassee.
(See "CO-OWNERS OF THE PLANTS AND THE PLANT AGREEMENTS--The Plant Agreements.")

<TABLE>
<CAPTION>
OGLETHORPE'S
SHARE OF
NAMEPLATE COMMERCIAL LICENSE
TYPE OF PERCENTAGE CAPACITY OPERATION EXPIRATION
FACILITIES FUEL INTEREST(1) (MW) DATE DATE
- ------------------------------------------------------------ -------------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Plant Hatch (near Baxley, Ga.)
Unit No. 1................................................ Nuclear 30 243.0 1975 2014
Unit No. 2................................................ Nuclear 30 246.0 1979 2018
Plant Vogtle (near Waynesboro, Ga.)
Unit No. 1................................................ Nuclear 30 348.0 1987 2027
Unit No. 2................................................ Nuclear 30 348.0 1989 2029
Plant Wansley (near Carrollton, Ga.)
Unit No. 1................................................ Coal 30 259.5 1976 N/A(2)
Unit No. 2................................................ Coal 30 259.5 1978 N/A(2)
Combustion Turbine........................................ Oil 30 14.8 1980 N/A(2)
Plant Scherer (near Forsyth, Ga.)
Unit No. 1................................................ Coal 60 490.8 1982 N/A(2)
Unit No. 2................................................ Coal 60 490.8 1984 N/A(2)
Tallassee (near Athens, Ga.)................................ Hydro 100 2.1 1986 2023
Rocky Mountain (near Rome, Ga.)............................. Pumped Storage 74.61 632.5 1995 2027
Hydro
------------
Total Ownership 3,335.0
------------
------------
</TABLE>

- ------------------------

(1) 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. The 74.61%
interest in Rocky Mountain is leased under leases that expire in 2016.
Oglethorpe has an ownership interest in all of the other facilities. (See
"INTRODUCTION--Sale and Leaseback Transactions" and "CO-OWNERS OF THE PLANTS
AND THE PLANT AGREEMENTS--The Plant Agreements--ROCKY MOUNTAIN.")

(2) 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 FERC.

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<PAGE>
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:

<TABLE>
<CAPTION>
EQUIVALENT AVAILABILITY(1) CAPACITY FACTOR(2)
---------------------------------- ----------------------------------
TWELVE MONTHS TWELVE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
UNIT 1997 1996 1995 1994 1997 1996 1995 1994
- -------------------------------------------------- ------------- ---- ---- ---- ------------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plant Hatch
Unit No. 1...................................... 98% 83% 98% 84% 98% 83% 100% 85%
Unit No. 2...................................... 86 97 75 78 86 99 75 79
Plant Vogtle
Unit No. 1...................................... 87 80 98 86 87 80 98 86
Unit No. 2...................................... 96 88 89 91 97 89 90 91
Plant Wansley
Unit No. 1...................................... 88 88 90 92 56 58 56 62
Unit No. 2...................................... 92 91 89 88 58 62 56 58
Plant Scherer
Unit No. 1...................................... 76 92 95 97 59 74 73 64
Unit No. 2...................................... 88 84 97 85 74 72 85 60
Rocky Mountain(3)
Unit No. 1...................................... 99 94 83 N/A 15 15 16 N/A
Unit No. 2...................................... 96 95 92 N/A 11 13 15 N/A
Unit No. 3...................................... 97 95 92 N/A 16 10 16 N/A
</TABLE>

- ------------------------

(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.

(3) Rocky Mountain Commercial Operation Dates: Unit 1--July 24, 1995; Unit
2--June 19, 1995; Unit 3--June 1, 1995. This information was calculated
beginning from the commercial operation date for each unit. As a pumped
storage plant, Rocky Mountain primarily operates in peaking service.

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.

FUEL SUPPLY

COAL. Coal for Plant Wansley is currently purchased under long-term
contracts and in spot market transactions. As of September 30, 1997, there was a
17-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 in spot market transactions. As of September 30,
1997, the coal stockpile at Plant Scherer contained a 26-day supply based on
nameplate rating. During 1994, Plant Scherer was converted to burn both
sub-bituminous and bituminous coals, and a separate stockpile of sub-bituminous
coal was built in addition to the stockpile of bituminous coal.

60
<PAGE>

Coal inventories are lower at Plants Wansley and Scherer primarily due to
recent problems associated with rail transportation and the seasonal demands of
summer. The rail transportation providers expect operations to return to normal
early in 1998. Should deliveries of coal be subject to ongoing delay or
disruption, there is a potential for upward price pressure on such coal with a
consequent possibility of increased prices for energy.

The Plant Scherer and Wansley ownership and operating agreements were
amended in 1993 and 1996, respectively, 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. Pursuant to the amendments, Oglethorpe
implemented separate dispatch of Plant Scherer in 1994 and at Plant Wansley in
May 1997. Oglethorpe continues to use GPC as its agent for fuel procurement.

To take advantage of these changes at Plants Scherer and Wansley, Oglethorpe
formed a wholly owned subsidiary, Black Diamond Energy, Inc., to acquire rail
cars. This subsidiary has purchased or leased 299 rail cars. Oglethorpe entered
into an initial 15-year lease with this subsidiary which obligates Oglethorpe to
pay all of the ownership and operating expenses of the subsidiary relating to
the rail cars during the lease term.

For information relating to the impact that the Clean Air Act will have on
Oglethorpe, see "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY
INDUSTRY--Environmental and Other Regulations."

NUCLEAR FUEL. GPC, as operating agent, has the responsibility to procure
nuclear fuel for Plants Hatch and Vogtle. GPC has contracted with Southern
Nuclear Operating Company ("SONOPCO"), a subsidiary of The Southern Company
specializing in nuclear services, to operate these plants, including nuclear
fuel procurement. (See "CO-OWNERS OF THE PLANTS AND PLANT AGREEMENTS--The Plant
Agreements.") 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.

FUTURE POWER RESOURCES

Under the Wholesale Power Contracts, Oglethorpe provides joint planning
services for all participating Members. A Member may elect not to have
Oglethorpe provide joint planning, procurement or bulk power marketing services.
Although the existing long-term power marketer arrangements with LEM and Morgan
Stanley provide substantially all of the Members' requirements during their
contract terms, Oglethorpe will continue to offer these planning services for
requirements beyond the contract terms as well as for evaluation of contract
options and balancing of actual requirements against fixed purchase obligations.
Consequently, Oglethorpe has forecasted that peak requirements for the Members
may exceed contracted purchases over the next several years and has issued a
request for proposals for an aggregate of 100 MW to 1,100 MW to supply these
additional requirements. All Members currently participate in joint planning.

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CO-OWNERS OF THE PLANTS AND THE PLANT 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). Oglethorpe is the operating agent for
Rocky Mountain. GPC is the operating agent for each of the other plants. (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
------------ ------------ ------------ --------------- ------------------ 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 74.61(2) 633 3,319
GPC..................................... 50.1 817 45.7 1,060 53.5 926 8.4 137 25.39 215 3,155
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 1,636 100.00 848 8,164
----- ----- ----- ----- ----- ----- ----- ----- -------- ----- -----
----- ----- ----- ----- ----- ----- ----- ----- -------- ----- -----
</TABLE>

- ------------------------

(1) Based on nameplate ratings.

(2) Oglethorpe leases its interest in Scherer Unit No. 2 and Rocky Mountain
pursuant to long-term net leases.

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 "BUSINESS OF OGLETHORPE--
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 Commission.

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, also known as MEAG Power, has entered
into power sales contracts with each of 48 cities and one county in the State of
Georgia. Such political subdivisions, located in 39 of the State's 159 counties,
collectively serve approximately 270,000 electric customers.

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.

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THE PLANT AGREEMENTS

HATCH, WANSLEY, VOGTLE AND SCHERER

SUMMARY OF OWNERSHIP AND OPERATING AGREEMENTS. 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,
Vogtle and Scherer, respectively. The Ownership Agreements and Operating
Agreements relating to Plants Hatch and Wansley are two-party agreements between
Oglethorpe and GPC. The Ownership Agreements and Operating Agreements relating
to Plants Vogtle and Scherer are agreements among Oglethorpe, GPC, MEAG and
Dalton. The parties to each Ownership Agreement and Operating Agreement are
referred to as "Participants" with respect to each such agreement.

SALE AND LEASEBACK TRANSACTIONS. In connection with the Sale and Leaseback
Transactions, Oglethorpe assigned its rights with respect to Scherer Unit No. 2
under the Ownership Agreement and Operating Agreement for that Unit to the
Lessors, who assigned such rights back to Oglethorpe for the term of the Leases.
Oglethorpe retained all of its rights as a Participant under those agreements
relating to Scherer Unit No. 1 and to the Scherer Common Facilities. In
addition, GPC, MEAG and Dalton agreed that, during the term of the Leases,
Oglethorpe would be treated as the owner of the undivided ownership interests of
the Lessors in Scherer Unit No. 2 and would continue to possess all the rights
and obligations of a Participant with respect to such interests, including the
right to vote and give consents under both agreements. (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 Agreement and Operating
Agreement for Scherer Units No. 1 and No. 2 also were amended to allow separate
voting with respect to each of such Units and the Scherer Common Facilities. The
Sale and Leaseback Transactions agreements also provide that Oglethorpe will
discharge all obligations relating to the undivided ownership interests of the
Lessors in Scherer Unit No. 2 during the term of the Leases, and that Oglethorpe
will continue as a Participant under the Ownership Agreement and Operating
Agreement with respect to such interests in Scherer Unit No. 2. At the
expiration of the Leases, the Lessors would become Participants under the
Ownership Agreement and Operating Agreement with respect to their undivided
ownership interests in Scherer Unit No. 2 if Oglethorpe does not purchase such
interests. (See "INTRODUCTION--Sale and Leaseback Transactions" and Note 4 of
Notes to Financial Statements.)

GPC'S RESPONSIBILITIES AS AGENT. 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. The Operating Agreements gives GPC, as agent,
sole authority and responsibility for the management, control, maintenance and
operation of the plant to which it relates and provides for the use of power and
energy from such plant and the sharing of the costs thereof by the parties
thereto in accordance with their respective interests therein. In performing its
responsibilities under the Ownership and Operating Agreements, GPC is required
to comply with prudent utility practices. GPC's liabilities with respect to its
duties under the Ownership and Operating Agreements are limited by the terms
thereof.

OGLETHORPE'S PAYMENT OBLIGATIONS. 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

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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 and, in the case
of Plants Hatch and Vogtle, the right of any co-owner to disapprove large
discretionary capital improvements.

As noted above, Oglethorpe continues to be liable for capital costs related
to the undivided ownership interests of the Lessors in Scherer Unit No. 2 during
the term of the Leases. Thereafter, unless Oglethorpe purchases such interests,
the Lessors will be liable to the other Participants for all such costs other
than costs associated with the disposal, retirement and salvaging of Scherer
Unit No. 2. Under agreements relating to the Sale and Leaseback Transactions,
the Equity Investors have agreed to reimburse Oglethorpe for a portion of the
costs of disposal, retirement and salvaging determined pursuant to a formula in
such agreements.

REMEDIES FOR NON-PAYMENT. The Hatch and Wansley Ownership and Operating
Agreements provide that, should Oglethorpe fail to make any payment when due,
interest would be added to the overdue amount and Oglethorpe would indemnify GPC
for any damages arising out of Oglethorpe's failure to make timely payment. In
addition, GPC has the right, but not the obligation, to make any payment of
principal or interest due and owing from Oglethorpe to the FFB or the RUS in
respect of financing Oglethorpe's obligations under the respective Ownership
Agreements and to be reimbursed, with interest, therefor by Oglethorpe.

The Scherer and Vogtle Ownership and Operating Agreements provide that,
should a Participant fail to make any payment when due, among other things, such
non-paying Participant's rights to output of capacity and energy would be
suspended, and, in certain circumstances, the other Participants would have the
right to acquire all or a part of the non-paying Participant's ownership
interest in Plant Vogtle or the unit or units and common facilities at Plant
Vogtle. The other Participants also have the right under the Scherer Ownership
Agreement, but not the obligation, to make any payment of principal or interest
(or rent or any other payment) due the FFB or the RUS (or any lessor or lessor's
lender) in respect of a financing of Oglethorpe's obligations under the
respective Ownership Agreements and to be reimbursed, with interest, by
Oglethorpe.

The Scherer Ownership Agreement also provides that a transferee of the
possession of an interest in Scherer Units No. 1 or No. 2 will have the right to
cure a default by its transferor. GPC has agreed to notify the Lessors of any
failure by Oglethorpe to pay its obligations under the Ownership Agreement. If a
Lessor cures such default within five days after receiving such notice, the
payment will be deemed made by the Lessor and no interest will be due from the
Lessor, although Oglethorpe will remain liable. The other Participants have the
option, if a Lessor continues so to cure such default by Oglethorpe for six
months and does not declare a Lease Event of Default, to require the Lessor to
offer to the other Participants a lease of the Lessor's undivided ownership
interest. Where a Participant which owns an interest in Scherer Unit No. 1 or
No. 2 defaults with respect to an obligation relating to the Scherer Common
Facilities or facilities used in common by such Units, such default shall give
the other Participants the same rights to deny the defaulting Participant its
share of the output of capacity and energy from the Unit or Units which it owns.

Oglethorpe has never failed to make any payments when due under the various
Ownership Agreements.

MANAGEMENT OF PLANTS. In 1990, the co-owners of Plants Hatch and Vogtle
entered into the Nuclear Managing Board Agreement 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 Nuclear Managing Board Agreement (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, provides for increased

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rights for the co-owners regarding certain decisions and allows GPC to contract
with a third party for the operation of the nuclear units. Upon approval in
March 1997 by the Nuclear Regulatory Commission (the "NRC") of GPC's application
to add SONOPCO to the operating license of each unit of Plants Hatch and Vogtle
and designate SONOPCO as the operator, the Nuclear Operating Agreement between
GPC and SONOPCO, which the co-owners had previously approved, became effective.
In connection with the 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.

ALIENATION AND ASSIGNMENT OF OWNERSHIP INTERESTS. The parties to the Hatch,
Vogtle and Wansley Ownership Agreements have rights to transfer ownership
interests subject to first refusal rights of the other parties, subject to
certain conditions. Except with the consent of Participants owning at least an
aggregate 95% interest in Scherer Units No. 1 and No. 2, no Participant in such
Units may sell or otherwise transfer any portion of its interest in such Units
or the Scherer Common Facilities without first offering such portion to the
other Participants (on a pro rata basis). No such sale or transfer by GPC shall
relieve it of its obligation to act as agent under the Scherer Ownership
Agreement and Operating Agreement.

GPC, MEAG and Dalton unanimously consented to the Sale and Leaseback
Transactions to the extent required by the Scherer Ownership Agreement. They
also consented to the exercise by Oglethorpe of any of its options to renew the
Leases or to purchase the undivided ownership interests of the Lessors subject
to any required approval of RUS. (See "DESCRIPTION OF THE LEASES--Purchase and
Renewal Options.") In addition, in the event Oglethorpe does not exercise such
options, GPC, MEAG and Dalton may do so on the same terms and conditions. The
obligation of the Lessors to attempt to lease the undivided ownership interests
prior to the exercise of any of their remedies under the respective Leases also
is subject to this right of first refusal. (See "DESCRIPTION OF THE LEASE
INDENTURES--Rights of Lessors to Cure and Purchase Lessor Notes" and
"DESCRIPTION OF THE LEASES--Events of Default.")

PLANT SCHERER COAL STOCKPILE AND INVENTORIES. Oglethorpe retained ownership
of a 60% undivided interest in the fossil fuel (the "Coal Stockpile") and
non-capital assets ("Inventories") at Plant Scherer following the Sale and
Leaseback Transactions. GPC, MEAG, and Dalton agreed that Oglethorpe may sell to
the Lessors upon the termination of the Leases, if Oglethorpe does not purchase
their interests in Scherer Unit No. 2, a portion of the Coal Stockpile and
Inventories allocable to such interests. The Lessor may offset against the
purchase price any amounts which it has paid to cure a default by Oglethorpe
under the Ownership Agreement or Operating Agreement.

OGLETHORPE'S ENTITLEMENT TO OUTPUT. 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. GPC, as agent, schedules and dispatches Plants Hatch and
Vogtle. Pursuant to amendments to the plant agreements, Oglethorpe began
separately dispatching its ownership share of Scherer Units No. 1 and No. 2 in
1993 and of Plant Wansley in 1997. (See "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES--Generating Facilities--FUEL SUPPLY.")

RESPONSIBILITY FOR OPERATING COSTS. 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 and for Plant Wansley, each party will
be responsible for its fuel costs and 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

65
<PAGE>
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. 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, following
any extension agreed to by the parties, 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

SUMMARY OF ROCKY MOUNTAIN OWNERSHIP AND OPERATING AGREEMENTS. 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 (the
"Co-Owners"). Pursuant to Rocky Mountain Pumped Storage Hydroelectric Ownership
Participation Agreement, by and between Oglethorpe and GPC (the "Rocky Mountain
Ownership Agreement"), Oglethorpe initially acquired a 3% undivided interest in
Rocky Mountain which interest increased as Oglethorpe expended funds to complete
construction of Rocky Mountain. The final ownership percentages for Rocky
Mountain are Oglethorpe 74.61% and GPC 25.39%. 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").

OGLETHORPE'S RESPONSIBILITIES AS AGENT. The Rocky Mountain Ownership
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 Rocky Mountain
Operating Agreement gives Oglethorpe, as agent, sole authority and
responsibility for the management, control, maintenance and operation of Rocky
Mountain.

PAYMENT OBLIGATIONS. 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 Rocky Mountain Ownership Agreement.
Oglethorpe and GPC have each elected to schedule separately their respective
ownership interests. The Rocky Mountain Operating Agreement will terminate in
2035.

REMEDIES FOR NON-PAYMENT. The Rocky Mountain Ownership and Operating
Agreements provide that, should a Co-Owner fail to make any payment when due,
among other things, such non-paying Co-Owner's rights to output of capacity and
energy or to exercise any other right of a Co-Owner would be suspended until all
amounts due, together with interests, had been paid. The capacity and energy of
a non-paying Co-Owner may be purchased by a paying Co-Owner or sold to a third
party.

ALIENATION AND ASSIGNMENT OF OWNERSHIP INTERESTS. Except with the consent
of Co-Owners owning at least an aggregate 95% interest in Rocky Mountain, no
Co-Owner may sell or otherwise

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transfer any portion of its interests in Rocky Mountain without first offering
such portion to the other Co-Owner. No such sale or transfer by Oglethorpe shall
relieve it of its obligations to act as agent under the Rocky Mountain Ownership
and Operating Agreements.

ROCKY MOUNTAIN LEASE TRANSACTIONS. In late 1996 and early 1997, Oglethorpe
completed lease transactions for its 74.61% undivided ownership interest in
Rocky Mountain. Under the terms of these transactions, Oglethorpe leased the
facility to three institutional investors for the useful life of the facility,
who in turn leased it back to Oglethorpe for a term of 30 years. Oglethorpe will
continue to control and operate Rocky Mountain during the leaseback term, and it
will exercise its fixed price purchase option at the end of the leaseback period
so as to retain all other rights of ownership with respect to the plant if it is
advantageous for Oglethorpe to exercise such option.

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<PAGE>
CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY

GENERAL

The electric utility industry has been and in the future will continue to be
affected by a number of factors which could have an impact on the financial
condition of an electric utility such as Oglethorpe. These factors likely would
affect individual utilities in different ways. Such factors include, among
others: (i) the transition to increasing competition in the generation of
electricity and the corresponding increase in competition from other suppliers
of electricity, (ii) fluctuations in the market price for electricity, (iii)
effects of compliance with rapidly changing environmental, licensing and
regulatory requirements, (iv) regulatory and other changes in national and state
energy policy, including open access transmission, (v) uncertain access to low
cost capital for replacement of aging fixed assets, (vi) increases in operating
costs, including the cost of fuel for the generation of electric energy, (vii)
recovery of the cost of existing facilities, (viii) fluctuations in demand,
including rates of load growth and changes in competitive market share, (ix)
unbundling of services and corresponding corporate and functional restructurings
by electric utility companies, and (x) the effects of conservation and energy
management on the use of electric energy. These factors present an increasing
challenge to companies in the electric utility industry, including Oglethorpe
and the Members, to reduce costs, improve the management of resources and
respond to the changing environment. (See "Environmental and Other Regulations"
herein, "BUSINESS OF OGLETHORPE--Corporate Restructuring," "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Competition," "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES--General" and "--Other Power Purchase and Sale Arrangements--OTHER
POWER PURCHASES.")

COMPETITION

ENVIRONMENTAL AND OTHER REGULATIONS

GENERAL

As is typical for electric utilities, Oglethorpe is subject to various
federal, state and local air and water quality requirements which, among other
things, regulate emissions of pollutants, such as particulate matter, sulfur
oxides and nitrogen oxides into the air and discharges of other pollutants,
including heat, into waters of the United States. Oglethorpe is also subject to
federal, state and local waste disposal requirements that regulate the manner of
transportation, storage and disposal of various types of waste.

In general, environmental requirements are becoming increasingly stringent.
New requirements may substantially increase the cost of electric service, by
requiring changes in the design or operation of existing facilities or changes
or delays in the location, design, construction or operation of new facilities.
Failure to comply with these 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 Oglethorpe's
units will always remain subject to the regulations currently in effect or will
always be in compliance with future regulations.

Compliance with environmental standards will continue to be reflected in
Oglethorpe's capital expenditures and operating costs. Based on the current
status of regulatory requirements, Oglethorpe does not anticipate that any
capital expenditures or operating expenses associated with its compliance with
current laws and regulations will have a material effect on its results of
operations or its financial condition. Oglethorpe's direct capital costs to
achieve compliance with environmental requirements are expected to be an
aggregate of approximately $250,000 for 1997, 1998 and 1999.

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<PAGE>
CLEAN AIR ACT

Environmental concerns of the public, the scientific community and Congress
have resulted in the enactment of legislation that has had and will continue to
have a significant impact on the electric utility industry. In particular, on
November 15, 1990, legislation was enacted (the "1990 Amendments") that
substantially revised the Clean Air Act. One of the principal purposes of the
1990 Amendments is to improve air quality by reducing the emissions of sulfur
dioxide and nitrogen oxides from affected utility units, which include the
coal-fired units that generate electric power at Plants Wansley and Scherer.

These sulfur dioxide reductions are being imposed through a sulfur dioxide
emission allowance trading program. An emission allowance, which gives the
holder the authority to emit one ton of sulfur dioxide during a calendar year,
is transferable and can be bought, sold or banked for use in the years following
its issuance. Allowances are issued by the U.S. Environmental Protection Agency
("EPA") to impose limited reductions on certain affected units in Phase I
(1995-1999) and more stringent reductions on all affected units in Phase II
(after the year 1999). After 1999, aggregate emissions of sulfur dioxide from
all units subject to this program will be capped at 8.9 million tons per year.
Oglethorpe is now complying with this program by using lower-sulfur fuel at
Plant Wansley. After 1999, Oglethorpe could use a variety of options for
compliance at Plants Wansley and Scherer, including the use of emission
allowances (issued, banked or purchased, if needed), fuel-switching or
installation of flue gas desulfurization equipment.

A number of recently finalized regulations, proposed regulations, petitions
and on-going studies could result in more stringent controls on all emissions,
including utility emissions. The most significant of these appear to be the
following. First, because nitrogen oxides are considered to be a precursor to
ozone, coupled with the fact that metropolitan Atlanta is classified as a
"serious nonattainment area" with regard to the ozone National Ambient Air
Quality Standards ("NAAQS"), EPA and the State of Georgia may impose further
limits on emissions of nitrogen oxides at Plants Wansley and/or Scherer. Second,
EPA has tightened the NAAQS for both ozone and particulate matter, an action
that could affect any source that emits nitrogen oxides and sulfur dioxide,
including utility units. Court challenges to both standards are now being made.
Third, EPA has issued a proposed regulation for the regional control of ozone
which, if implemented as proposed, could require substantial reductions in
nitrogen oxides emissions from Plants Wansley and Scherer. Fourth, EPA has
proposed a new regional haze program, an action that could affect any source
that emits nitrogen oxides or sulfur dioxide and that may contribute to the
degradation of visibility in mandatory federal Class I areas, including utility
units. Fifth, various Northeastern states have filed petitions under the Clean
Air Act asking EPA to set more stringent nitrogen oxides limits on sources that
are significantly contributing to ozone nonattainment in their own states.
Georgia was named in only one of these petitions. Sixth, although EPA has
decided not to impose a new NAAQS for sulfur dioxide, that decision has been
appealed, so it is still possible that a new short-term standard for sulfur
dioxide could be established. Finally, the 1990 Amendments require that several
studies be conducted regarding the health effects from power plant emissions of
certain hazardous air pollutants. These studies will be used in making decisions
on whether additional controls of utility emissions of such pollutants are
necessary.

Depending on the final outcome of these developments, and the implementation
approach selected by EPA and the State of Georgia, significant capital
expenditures and increased operation expenses could be incurred by Oglethorpe
for the continued operation of Plants Wansley and/or Scherer. The power marketer
arrangements generally do not provide for the recovery from the power marketers
of increased environmental costs. (See "MEMBER REQUIREMENTS AND POWER SUPPLY
RESOURCES--Power Marketer Arrangements.") Because of the uncertainty associated
with these various developments, Oglethorpe cannot now predict the effect that
any of these potential requirements may have on the operations of Plants Wansley
and/or Scherer.

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Compliance with the requirements of 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 "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--Power
Purchase and Sale Arrangements--POWER PURCHASES FROM GPC.")

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 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. The operating
licenses issued for each unit of Plants Hatch and Vogtle expire in 2014 and 2018
and 2027 and 2029, respectively.

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 the Department of Energy ("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. Oglethorpe is a party to agreements with DOE regarding Plants Hatch
and Vogtle. 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 be
sufficient until 2003 and 2008, respectively, to accept the number of spent fuel
assemblies that would normally be removed from the reactor during a refueling.
Contracts with the DOE have been executed to provide for the permanent disposal
of spent nuclear fuel produced at Plants Hatch and Vogtle. The services to be
provided by DOE are scheduled to begin in 1998; however, the DOE has stated that
permanent nuclear waste storage facilities will not be available by that date,
and it is uncertain when they will be available. If DOE does not begin receiving
the spent fuel from Plant Hatch in 2003 or from Plant Vogtle in 2008,
alternative methods of spent fuel storage will be needed. Activities for adding
dry cast storage capacity at Plant Hatch by as early as 1999 are in progress.
(See Note 1 of Notes to Financial Statements regarding nuclear fuel cost.)

For information concerning nuclear insurance, see Note 8 of Notes to
Financial Statements. 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.

OTHER ENVIRONMENTAL REGULATION

In 1993, EPA issued a ruling confirming the non-hazardous status of coal
ash. That ruling may apply, however, only to situations where those wastes are
not co-managed, I.E., not mixed with other wastes. Pursuant to court order, EPA
has until 1998 to classify co-managed utility wastes as either hazardous or
non-hazardous. If the wastes are classified as hazardous, substantial additional
costs for the management of such wastes might be required of Oglethorpe,
although the full impact would depend on the subsequent development of
requirements pertaining to these wastes.

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<PAGE>
Oglethorpe is subject to other environmental statutes including, but not
limited to, the Clean Water Act, the Georgia Water Quality Control Act, the
Georgia Hazardous Site Response Act, the Toxic Substances Control Act, the
Resource Conservation & Recovery Act, the Endangered Species Act, the
Comprehensive Environmental Response, Compensation and Liability Act, 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 financial
condition or results of operations. Changes to any of these laws, some of which
are being reviewed by Congress, could affect many areas of Oglethorpe's
operations. Although compliance with new environmental legislation could have a
significant impact on Oglethorpe, those impacts cannot be fully determined at
this time and would depend in part on the final legislation and the development
of implementing regulations.

The scientific community, regulatory agencies and the electric utility
industry are continuing to examine the issues of global warming and the possible
health effects of electromagnetic 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. In addition, the potential for liability
exists from lawsuits that might be brought alleging damages from electromagnetic
fields.

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<PAGE>
MANAGEMENT

BOARD OF DIRECTORS, SENIOR OFFICERS AND SIGNIFICANT EMPLOYEES

As part of the Corporate Restructuring, Oglethorpe amended its Bylaws to
provide for an eleven member board of directors consisting of six directors
elected from the Members (the "Member Directors"), four independent outside
directors (the "Outside Directors") and Oglethorpe's President and Chief
Executive Officer. Each Member Director must be a director or general manager of
an Oglethorpe Member. Five of the six Member Directors must be located in each
of five geographical regions of the State of Georgia. The sixth Member Director
is elected statewide. None of the four Outside Directors may be a director,
officer or employee of Oglethorpe or any Member. All eleven directors are
nominated by representatives from each Member whose weighted nomination is based
on the number of retail customers served by each Member. After nomination, the
directors are elected by a majority vote of each Member, voting on a one-Member,
one-vote basis.

The Bylaws provide for staggering the terms of the Member Directors and
Outside Directors by dividing the number of directors into three groups. As
noted below, some of the directors were elected to an initial term of one year,
some two years and some three years. As these initial terms expire, directors
will thereafter be elected for a term of three years.

Oglethorpe is managed and operated under the direction of a President and
Chief Executive Officer, who is appointed by the Board of Directors. The Senior
Officers and Directors of Oglethorpe and significant employees of subsidiaries
of Oglethorpe are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------- --- ----------------------------------------------------------------
<S> <C> <C>
J. Calvin Earwood........................ 55 Chairman of the Board of Directors, Member Director,
Statewide
T. D. Kilgore............................ 49 President and Chief Executive Officer and Director
Clarence D. Mitchell..................... 44 Senior Vice President, Power Supply
Thomas A. Smith.......................... 43 Senior Financial Officer
Nelson G. Hawk........................... 47 President, EnerVision, Inc., Tailored Energy Solutions
Larry N. Chadwick........................ 56 Member Director, Northwest Region
Benny W. Denham.......................... 67 Member Director, Southwest Region and Vice Chairman
Sammy M. Jenkins......................... 71 Member Director, Southeast Region
Mac F. Oglesby........................... 65 Member Director, Northeast Region and Treasurer
J. Sam L. Rabun.......................... 66 Member Director, Central Region
Ashley C. Brown.......................... 51 Outside Director
Newton A. Campbell....................... 69 Outside Director
Wm. Ronald Duffey........................ 56 Outside Director
John S. Ranson........................... 68 Outside Director
</TABLE>

J. Calvin Earwood is the Chairman of the Board and is the Member Director
elected statewide. Mr. Earwood has served as an 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 on the Board of Directors of
Oglethorpe since March 1981. His present term will expire in March 2000. He was
previously a member of the Operations Review Committee. 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 commercial construction trade.
He is also Vice Chairman of the Board of Directors of both Community Trust
Financial Services and Community Trust Bank in Hiram, Georgia and a Director of
GreyStone Power Corporation.

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<PAGE>
T. D. Kilgore is the President and Chief Executive Officer of Oglethorpe and
has served as a senior officer 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). He also currently serves as the President and Chief
Executive Officer and as a director of both GTC and GSOC. Mr. Kilgore has over
20 years of experience in the electric utility industry, 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. 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
Bachelor of Science degree in Mechanical Engineering from the University of
Alabama, where he has been recognized as a Distinguished Engineering Fellow, and
a Masters of Engineering degree in industrial engineering from Texas A&M.

Clarence D. Mitchell is the Senior Vice President, Power Supply and has
served as a senior officer of Oglethorpe since January 1995. Prior to that time,
Mr. Mitchell served as Assistant to the Senior Vice President for Generation
from February 1994 to December 1994; Manager of Corporate Planning from
September 1992 to January 1994; Manager of Construction from January 1992 to
August 1992; Program Director of Technical Services (environmental, survey and
mapping, land acquisition and R&D) from January 1989 to December 1991; and from
April 1981 to December 1988 held various positions in the generation area,
including supervisor, project engineer and generation engineer. Before coming to
Oglethorpe, Mr. Mitchell spent four years as a field engineer with General
Electric Company and worked various installation and maintenance projects
related to coal, nuclear, gas and oil-fired generation. Mr. Mitchell has a
Masters of Science degree in Management from Georgia State University, a
Bachelor of Science degree in Mechanical Engineering from Georgia Institute of
Technology and a Bachelor of Science degree in Interdisciplinary Science from
Morehouse College. Mr. Mitchell is presently the Oglethorpe representative on
both the Nuclear Managing Board and the Plant Scherer Managing Board. (For
information about the Managing Boards see "CO-OWNERS OF THE PLANTS AND THE PLANT
AGREEMENTS--The Plant Agreements.") Mr. Mitchell also serves as a Trustee of the
Foundation of the Southern Polytechnic State University.

Thomas A. Smith is the Senior Financial Officer and has served as a senior
officer of Oglethorpe since August 1997. He previously served as Vice President,
Finance of Oglethorpe from 1986 to 1990, Manager of Finance from 1983 to 1986
and Manager, Financial Services from 1979 to 1983. From 1990 to 1997, Mr. Smith
was Senior Vice President of the Rural Utility Banking Group of CoBank, where he
managed the bank's eastern division, rural utilities. Mr. Smith is a Certified
Public Accountant, has a Master of Science degree in Industrial
Management-Finance from the Georgia Institute of Technology, a Master of Science
degree in Analytical Chemistry from Purdue University and a Bachelor of Arts
degree in Mathematics and Chemistry from Catawba College.

Nelson G. Hawk is the President of EnerVision, a wholly owned subsidiary of
Oglethorpe that began operations as a marketing services business in 1998. Prior
to that time, Mr. Hawk was the Senior Vice President and Group Executive,
Marketing and served as a senior officer of Oglethorpe, responsible for Market
Planning, Economic Development, Commercial/Industrial Marketing and Pricing,
Commercial/ Industrial Services, and Residential Marketing from February 1994
through December 1997. Prior to coming to Oglethorpe, Mr. Hawk spent almost 24
years with the Florida Power & Light Company and related subsidiaries, serving
as Director of Regulatory Affairs from October 1993 to January 1994, Director of
Market Planning from July 1991 to September 1993, and as Director of Strategic
Business

73
<PAGE>
from April 1989 to June 1991. Mr. Hawk has a wide range of utility management
experience in energy management, finance, strategic planning, marketing, system
planning, quality assurance, and distribution engineering. Mr. Hawk is a board
member of the Georgia Electrification Council, Inc. and the Georgia Partnership
for Excellence in Education, and served on the board of directors as well as
President of the National Association of Energy Services Companies (NAESCO), a
national trade association, during the late 1980s. Mr. Hawk is a registered
Professional Engineer in Florida and has a Bachelor of Science degree in
Electrical Engineering from the Georgia Institute of Technology and a Master of
Business Administration degree from Florida International University.

Larry N. Chadwick is the Member Director from the Northwest Region. He has
been the owner of Chadwick's Hardware in Woodstock, Georgia since 1983. He has
served on the Board of Directors of Oglethorpe since July 1989. His present term
will expire in March 1999. Mr. Chadwick is an engineer, with experience in the
design of hydrogen gas plants. He is Chairman of the Board of Cobb EMC.

Benny W. Denham is the Vice Chairman of the Board and is the Member Director
from the Southwest Region. He has served on the Board of Directors of Oglethorpe
since December 1988. His present term will expire in March 1998. He was
previously the Vice-Chairman of the Executive Committee and a member of the
Power Planning and Technical Advisory Committee. Mr. Denham has been co-owner of
Denham Farms in Turner County, Georgia since 1980. He served on the Turner
County Commission from 1980 to 1990, and was Chairman for six of those years.
Mr. Denham is a Director of Community National Bank in Ashburn, Georgia and a
Director of Irwin EMC.

Sammy M. Jenkins is the Member Director from the Southeast Region. He has
been a self-employed farmer for over 20 years. In addition, from 1973 to 1995,
he was President of Jenkins Ford Tractor Co., Inc., a seller of farm machinery.
He has served on the Board of Directors of Oglethorpe since March 1988. His
present term will expire in March 1999. He was Vice Chairman of the Board of
Oglethorpe from March 1989 to March 1990.

Mac F. Oglesby is the Member Director from the Northeast Region and the
Treasurer of Oglethorpe. He served as Assistant Secretary-Treasurer of the Board
of Directors of Hart EMC from July 1986 through December 1987, when he was
appointed President of the Board. He has served on the Board of Directors of
Oglethorpe since February 1987. His present term will expire in March 2000. Mr.
Oglesby was a U.S. Postal Service Rural Carrier for 30 years until he retired in
1991.

J. Sam L. Rabun is the Member Director from the Central Region. He has been
the owner and operator of a farm in Jefferson County, Georgia since 1979. He is
also a 50% owner of R&R Livestock Farms, Inc. He has served on the Board of
Directors of Oglethorpe since March 1993. His present term will expire in March
1998. Mr. Rabun served as the President of the Board of Jefferson EMC from 1993
to 1996, was employed as General Manager from 1974 to 1979 and as Office Manager
and Accountant from 1970 to 1974.

Ashley C. Brown is an Outside Director. He has served on the Board of
Directors of Oglethorpe since March 1997. His present term will expire in March
1999. He has been Executive Director of the Harvard Electricity Policy Group at
Harvard University's John F. Kennedy School of Government since 1993. In
addition, he is a consultant to the law firm of LeBouef, Lamb, Greene and
MacRae. From April 1983 through April 1993, Mr. Brown served as Commissioner of
the Public Utilities Commission of Ohio. Prior to his appointment to the Ohio
Commission, he was Coordinator and Counsel of the Montgomery County, Ohio, Fair
Housing Center. From 1979 to 1981, he was Managing Attorney for the Legal Aid
Society of Dayton (Ohio), Inc. From 1977 to 1979, he was Legal Advisor of the
Miami Valley Regional Planning Commission in Dayton, Ohio. In addition, Mr.
Brown has extensive teaching experience in public schools and universities and
has published widely in the field of utility regulation. Mr. Brown has a law
degree from the University of Dayton School of Law, a Master of Arts degree from
the University of Cincinnati, and a Bachelor of Science degree from Bowling
Green State University.

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<PAGE>
Newton A. Campbell is an Outside Director. He has served on the Board of
Directors of Oglethorpe since March 1997. His term will expire in March 2000. He
retired in January 1994 as Chairman and Chief Executive Officer of Burns &
McDonnell Engineering Company after serving 41 years with the firm. Mr. Campbell
directed the overall operations of Burns & McDonnell from 1982 until his
retirement. From 1976 through 1982, he served as Vice President and General
Manager of the Power Division, and was responsible for directing the company's
work in the planning and design of fossil fueled power generation facilities,
high voltage transmission systems, and other power related facilities. Mr.
Campbell has been involved in feasibility, planning and financial studies for
numerous new and existing public and privately owned electric utilities during
various phases of their organization and development. He also has considerable
experience in conceptual studies, design, and project management for large
electric utility generation, transmission, substation and distribution
facilities throughout the United States. Mr. Campbell received a Master of
Business Administration degree from the University of Missouri at Kansas City
with a concentration in finance. He also holds a Bachelor of Science degree in
Electrical Engineering from the University of Illinois. Mr. Campbell is a
Director of UMB Financial Corporation in Kansas City, Missouri.

Wm. Ronald Duffey is an Outside Director. He has served on the Board of
Directors of Oglethorpe since March 1997. His term will expire in March 1998.
Mr. Duffey is the President and Chief Executive Officer and a director of
Peachtree National Bank in Peachtree City, Georgia, a wholly owned subsidiary of
Synovus Financial Corp. Prior to his employment in 1985 with Peachtree National
Bank, Mr. Duffey served as Executive Vice President and Member of the Board of
Directors for First National Bank in Newnan, Georgia. He holds a Bachelor of
Business Administration from Georgia State College with a concentration in
finance and has completed banking courses at the Banking School of the South,
the American Bankers Association School of Bank Investments, and The Stonier
Graduate School of Banking, Rutgers University.

John S. Ranson is an Outside Director. He has served on the Board of
Directors of Oglethorpe since March 1997. His term will expire in March 1999. He
has been the President of Ranson Municipal Consultants, L.L.C. in Wichita,
Kansas since 1994. From 1990 to 1994, Mr. Ranson was Chairman of Ranson Capital
Corp. an investment banking firm. Mr. Ranson has approximately 40 years
experience in the investment banking business. His public finance clients have
included the Kansas Local Utility Improvement Authority, the Kansas Municipal
Energy Agency, the Kansas Municipal Gas Agency, and the Kansas City (Kansas)
Board of Public Utilities. Mr. Ranson received his Bachelor of Science in
Business Administration from the University of Kansas (Lawrence, Kansas) and
attended the Navy Supply Corps School in Bayonne, New Jersey.

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<PAGE>
SUMMARY COMPENSATION TABLE

The following table sets forth, for Oglethorpe's President and Chief
Executive Officer and the other five most highly compensated senior executives,
all compensation paid or accrued for services rendered in all capacities during
the years ended December 31, 1996, 1995 and 1994. 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 are
targeted below the market valuations for similar positions and remain fairly
stable unless the job content changes.

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
NAME AND ---------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION
- ----------------------------------------- --------- --------- ----------- --------------
<S> <C> <C> <C> <C>
T. D. Kilgore............................ 1996 $ 265,627 $ 0 $ 6,246(2)
President and Chief Executive Officer 1995 235,000 10,000 6,012
1994 224,997 0 6,758
W. Clayton Robbins (3)................... 1996 144,460 17,112 5,425(2)
Sr. Vice President, Support Services 1995 142,310 10,631 4,716
1994 140,366 11,946 4,986
Nelson G. Hawk (4)....................... 1996 142,535 16,530 5,246(2)
Sr. Vice President, Marketing 1995 140,000 10,899 4,589
1994 116,005 9,620 32,821
Clarence D. Mitchell..................... 1996 133,369 17,112 3,887(2)
Sr. Vice President, Power Supply 1995 110,058 7,776 4,251
1994 91,705 5,765 3,354
Wiley H. Sanders (5)..................... 1996 123,750 9,340 82,715(2)(5)
Vice President, Transmission 1995 135,000 9,295 5,703
1994 119,785 12,737 25,178
Eugen Heckl (6).......................... 1996 99,480 16,734 117,245(2)(6)
Sr. Vice President, Finance 1995 142,114 13,174 7,651
1994 142,114 13,919 7,600
</TABLE>

- ------------------------

(1) All executives listed above, except Mr. Kilgore, participate in an incentive
compensation program. Mr. Kilgore's compensation is governed solely by the
Board of Directors.

(2) Includes contributions made in 1996 by Oglethorpe under the 401(k)
Retirement Savings Plan on behalf of Messrs. Kilgore, Robbins, Hawk,
Mitchell, Sanders and Heckl of $4,750, $4,072, $4,446, $2,969, $3,654 and
$2,958, respectively; and insurance premiums paid on term life insurance on
behalf of Messrs. Kilgore, Robbins, Hawk, Mitchell, Sanders and Heckl of
$1,496, $1,353, $800, $918, $2,831 and $2,200, respectively.

(3) In conjunction with the Corporate Restructuring, Mr. Robbins ceased to be a
senior executive of Oglethorpe as of January 31, 1997. Mr. Robbins now
serves as Vice President of Intellisource's Southeast operations, including
support services to Oglethorpe, GTC and GSOC. (See "BUSINESS OF
OGLETHORPE--Relationship with Intellisource" for further discussion.)

(4) In connection with Oglethorpe's transfer of its marketing services business
to EnerVision, a wholly owned subsidiary of Oglethorpe, Mr. Hawk ceased to
be an employee of Oglethorpe as of December 31, 1997. Mr. Hawk now serves as
President of EnerVision. (See "BUSINESS OF OGLETHORPE--Corporate
Restructuring" for further discussion.)

(5) Mr. Sanders retired from Oglethorpe as of November 30, 1996. Mr. Sanders'
1996 compensation includes accrued severance benefits of $59,114, payment of
accrued vacation and sick benefits of $4,998 and relocation costs of
$12,118.

(6) Mr. Heckl elected to retire from Oglethorpe under the provisions of an early
retirement program as of September 11, 1996. Mr. Heckl's 1996 compensation
includes severance benefits of $65,258, retirement-related contributions to
his deferred compensation account of $34,938 and payment of accrued vacation
and sick benefits of $11,891.

76
<PAGE>
PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
AVERAGE COMPENSATION 5 10 15 20 25
- -------------------------------------------- --------- --------- --------- --------- ---------
$ 50,000.................................... $ 4,228 $ 8,456 $ 12,684 $ 16,911 $ 21,139
75,000.................................... 6,728 13,456 20,184 26,911 33,639
100,000.................................... 9,228 18,456 27,684 36,911 46,139
125,000.................................... 11,728 23,456 35,184 46,911 58,639
150,000.................................... 14,228 28,456 42,684 56,911 71,139
175,000.................................... 16,728 33,456 50,184 66,911 83,639
200,000.................................... 19,228 38,456 57,684 76,911 96,139
225,000.................................... 21,728 43,456 65,184 86,911 108,639
250,000.................................... 24,228 48,456 72,684 96,911 121,139
275,000.................................... 26,728 53,456 80,184 106,911 133,639
</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 1996. 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, 1996, 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...................................................... 11
Mr. Robbins...................................................... 10
Mr. Hawk......................................................... 1
Mr. Mitchell..................................................... 15
Mr. Sanders...................................................... 1
Mr. Heckl........................................................ 20
</TABLE>

COMPENSATION OF DIRECTORS

Under a policy adopted by the Board of Directors in March 1997, Oglethorpe
pays its Outside Directors a fee of $5,500 per Board meeting for four meetings
in a year; a fee of $1,000 per Board meeting will be paid for the remaining
other Board meetings in a year. Outside Directors are also paid $1,000 per day
for attending committee meetings, annual meetings of the Members or other
official meetings of Oglethorpe. Member Directors are paid a fee of $1,000 per
Board meeting and $300 per day for attending committee meetings, annual meetings
of the Members or other official business of Oglethorpe. In addition, Oglethorpe
reimburses all Directors for out-of-pocket expenses incurred in attending a
meeting. All Directors are paid $50 per day when participating in meetings by
conference call. The Chairman of the Board is paid an additional 20% of his
Director's fee per Board meeting for time involved in preparing for the
meetings.

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<PAGE>
In 1996, Oglethorpe paid its Directors a fee of $200 for meetings attended
or $50 for participating in meetings by conference call, and reimbursed
Directors for out-of-pocket expenses incurred in attending a meeting. The
Chairman of the Board was 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 meetings.

EMPLOYMENT CONTRACTS

Effective January 1, 1996, Oglethorpe entered into an employment agreement
with its President and Chief Executive Officer. The agreement extends to
December 31, 1999. Pursuant to the agreement, Mr. Kilgore's base salary and
bonus will be determined by Oglethorpe's Board, with annual base salary being at
least $240,000. Under the agreement, if Oglethorpe terminates Mr. Kilgore's
employment without cause, he will be entitled to a severance payment equal to
all salary and benefits he would have received between the date of termination
to the end of the agreement. If Oglethorpe terminates Mr. Kilgore's employment
without cause or meaningfully reduces his stated duties or prerogatives within
three months prior to or 24 months subsequent to a Change in Control of
Oglethorpe (as defined in the agreement), such severance payment will not be
less than two times Mr. Kilgore's annual base salary on the date of termination
or the date on which his duties or prerogatives are reduced, whichever is
applicable. If such reduction in duties occurs, Mr. Kilgore will be entitled to
severance regardless whether he is terminated or resigns. If Mr. Kilgore
voluntarily separates himself from Oglethorpe, he will be prohibited from
working with a competitor of Oglethorpe for a period of one year thereafter and
will be paid an amount equal to his then current salary, bonus and benefits for
such period.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

E. J. Martin, Jr., J. Calvin Earwood, John B. Floyd, Jr., and J. G. McCalmon
served as members of the Oglethorpe Human Resources Management Committee which
functioned as Oglethorpe's compensation committee for 1996. Mr. Earwood has
served as an executive officer of Oglethorpe since 1984 and has served as the
Chairman of the Board since 1989.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

T. D. Kilgore is the President and Chief Executive Officer and a Director of
Oglethorpe, GTC and GSOC. Oglethorpe plans to make payments to GSOC for system
operations services in 1997 of approximately $5.4 million, which is 56% of
GSOC's budgeted revenues. (See "BUSINESS OF OGLETHORPE--Corporate
Restructuring.")

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<PAGE>
THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

The Private Facility Bonds were sold by OPC Scherer 1997 Funding Corporation
on December 17, 1997, and were subsequently resold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). In connection with the offering of Private Facility Bonds,
Oglethorpe and OPC Scherer 1997 Funding Corporation entered into the
Registration Rights Agreement, which requires, among other things, that on or
before June 15, 1998, Oglethorpe (i) will file with the Commission a
registration statement under the Securities Act with respect to an issue of new
bonds of OPC Scherer 1997 Funding Corporation identical in all material respects
to the Private Facility Bonds, (ii) use its best efforts to cause such
registration statement to become effective under the Securities Act and (iii)
upon the effectiveness of that registration statement, offer to the holders of
the Private Facility Bonds the opportunity to exchange their Private Facility
Bonds for a like principal amount of such new bonds, which would be issued
without a restrictive legend and may be reoffered and resold by the holder
without restrictions or limitations under the Securities Act (other than any
such holder that is an "affiliate" of Oglethorpe within the meaning of Rule 405
under the Securities Act). A copy of the Registration Rights Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. The term "holder" with respect to the Exchange Offer means any person in
whose name the Private Facility Bonds are registered on the books of the Bond
Registrar (as defined in the Collateral Trust Indenture) or any other person who
has obtained a properly completed bond power from the registered holder.

Because the Exchange Offer is for any and all Private Facility Bonds, the
number of Private Facility Bonds tendered and exchanged in the Exchange Offer
will reduce the principal amount of Private Facility Bonds outstanding.
Following the consummation of the Exchange Offer, holders of the Private
Facility Bonds who did not tender their Private Facility Bonds will not have any
further registration rights under the Registration Rights Agreement, and such
Private Facility Bonds will continue to be subject to certain restrictions on
transfer. Because Oglethorpe anticipates that most holders of Private Facility
Bonds will elect to exchange such Private Facility Bonds for Exchange Facility
Bonds due to the absence of restrictions on the resale of Exchange Facility
Bonds under the Securities Act, Oglethorpe anticipates that the liquidity of the
market for any Private Facility Bonds remaining after the consummation of the
Exchange Offer may be substantially limited.

TERMS OF THE EXCHANGE OFFER

Oglethorpe, and OPC Scherer 1997 Funding Corporation acting at the direction
of Oglethorpe, will conduct the Exchange Offer. Upon the terms and subject to
the conditions set forth in this Prospectus and in the accompanying Letter of
Transmittal (the "Letter of Transmittal"), OPC Scherer 1997 Funding Corporation
will accept any and all Private Facility Bonds validly tendered and not
withdrawn prior to the Expiration Date described herein. OPC Scherer 1997
Funding Corporation will issue $1,000 principal amount of Exchange Facility
Bonds in exchange for each $1,000 principal amount of outstanding Private
Facility Bonds accepted in the Exchange Offer. Holders may tender some or all of
their Private Facility Bonds pursuant to the Exchange Offer. However, Private
Facility Bonds may be tendered only in integral multiples of $1,000.

Holders of the Private Facility Bonds do not have any approval or
dissenters' rights in connection with the Exchange Offer. Oglethorpe intends to
conduct the Exchange Offer in accordance with the provisions of the Registration
Rights Agreement and the applicable requirements of the Securities Act and the
rules and regulations of the Commission thereunder.

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Facility Bonds will not be entitled to registration rights under the
Registration Rights Agreement, which rights are being fulfilled by and will
terminate upon consummation of the Exchange Offer, and (iii) the Exchange
Facility Bonds will not contain any provision for additional interest in the
event of certain defaults in obligations of Oglethorpe relating to the Exchange
Offer. The Exchange Facility Bonds will evidence the same debt as the Private
Facility Bonds and will be entitled to the benefits of the Collateral Trust
Indenture. The Exchange Facility Bonds and any Private Facility Bonds not
exchanged in the Exchange Offer will be deemed a single series under the
Collateral Trust Indenture.

OPC Scherer 1997 Funding Corporation shall be deemed to have accepted
validly tendered Private Facility Bonds when, as and if Oglethorpe, on behalf of
OPC Scherer 1997 Funding Corporation, has given oral or written notice thereof
to the Exchange Agent. The Exchange Agent will act as agent for the tendering
holders for the purpose of receiving the Exchange Facility Bonds from OPC
Scherer 1997 Funding Corporation.

Holders who tender Private Facility Bonds in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of
Private Facility Bonds pursuant to the Exchange Offer. Oglethorpe and the
Lessors will pay all charges and expenses, other than transfer taxes in certain
circumstances, in connection with the Exchange Offer. See "--Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
February 16, 1998, unless Oglethorpe, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
time and date to which the Exchange Offer is extended.

To extend the Exchange Offer, Oglethorpe will notify the Exchange Agent of
any extension by oral or written notice, followed by a public announcement
thereof no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

Oglethorpe reserves the right, in its sole discretion, (i) to instruct OPC
Scherer 1997 Funding Corporation to delay accepting any Private Facility Bonds
and to extend the Exchange Offer, by giving oral or written notice of such delay
or extension to the Exchange Agent, (ii) to terminate the Exchange Offer, if
Oglethorpe determines in its sole discretion that any of the conditions set
forth below under "-- Conditions" shall not have been satisfied, by giving oral
or written notice of such termination to the Exchange Agent or (iii) to waive
any condition or otherwise amend the terms of the Exchange Offer in any manner.
Any such delay in acceptance, extension, termination, waiver or amendment will
be followed as promptly as practicable by a public announcement thereof. If the
Exchange Offer is amended in a manner determined by Oglethorpe to constitute a
material change or Oglethorpe waives a material condition of the Exchange Offer,
Oglethorpe will promptly disclose such amendment or waiver by means of a
prospectus supplement that will be distributed to the registered holders, and,
depending upon the significance of the amendment and the manner of disclosure to
the registered holders, Oglethorpe will extend the Exchange Offer for a period
of five to ten business days if the Exchange Offer would otherwise expire during
such five to ten business-day period.

Without limiting the manner in which Oglethorpe may choose to make public
announcement of any delay, extension, waiver, amendment or termination of the
Exchange Offer, Oglethorpe shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, other than by making a
timely release to an appropriate news agency.

INTEREST ON EXCHANGE FACILITY BONDS AND THE PRIVATE FACILITY BONDS

The Exchange Facility Bonds will bear interest from the later of the date of
issuance of the Private Facility Bonds and the most recent interest payment date
to which interest on such Private Facility Bonds

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has been paid. Accordingly, holders of Private Facility Bonds that are accepted
for exchange will not receive interest on the Private Facility Bonds that is
accrued but unpaid at the time of tender, but such interest will be payable on
the Exchange Facility Bonds on the first interest payment date after the
Expiration Date. Interest on the Exchange Facility Bonds will be payable
semiannually on each June 30 and December 31, commencing on June 30, 1998.

PROCEDURES FOR TENDERING

Only a holder of Private Facility Bonds may tender such Private Facility
Bonds in the Exchange Offer. To tender in the Exchange Offer, a holder must (i)
complete, sign and date the Letter of Transmittal, or a facsimile thereof, have
the signatures thereon guaranteed if required by the Letter of Transmittal and
mail or otherwise deliver such Letter of Transmittal or such facsimile, together
with any other required documents, to the Exchange Agent so as to be received by
the Exchange Agent at the address set forth below prior to the Expiration Date
and (ii) deliver the Private Facility Bonds to OPC Scherer 1997 Funding
Corporation by book-entry transfer in accordance with the procedures described
below. Confirmation of such book-entry transfer must be received by the Exchange
Agent prior to the Expiration Date.

Tenders may also be made by delivering an Agent's Message (as defined below)
in lieu of the Letter of Transmittal. The term "Agent's Message" means a
message, transmitted by The Depository Trust Company ("DTC") to and received by
the Exchange Agent and forming a part of a confirmation of book-entry transfer,
which states that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received and
agrees to be bound by the Letter of Transmittal and that Oglethorpe or OPC
Scherer 1997 Funding Corporation may enforce the Letter of Transmittal against
such participant.

The tender by a holder and the acceptance thereof by OPC Scherer 1997
Funding Corporation will constitute a binding agreement between such holder and
OPC Scherer 1997 Funding Corporation in accordance with the terms and subject to
the conditions set forth herein and in the Letter of Transmittal.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR
HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF
TRANSMITTAL SHOULD BE SENT TO OGLETHORPE OR OPC SCHERER 1997 FUNDING
CORPORATION. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH
HOLDERS.

Any beneficial owner whose Private Facility Bonds are held through a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact such nominee promptly and instruct such nominee to direct DTC or
its nominee to tender on such beneficial owner's behalf.

Signatures on the Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution described herein
unless the Private Facility Bonds tendered pursuant thereto are tendered (i) by
a registered holder who has not completed the box entitled "Special Issuance
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. In the event that signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed, such
guarantee must be by a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (each an "Eligible Institution").

If the Letter of Transmittal is signed by a person other than the registered
holder of any Private Facility Bonds listed therein, such holder must deliver to
the Exchange Agent a properly completed bond

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power, signed by such registered holder exactly as such holder's name is
registered on the books of the Bond Registrar with the signature thereon
guaranteed by an Eligible Institution. If the Letter of Transmittal or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by Oglethorpe, evidence satisfactory to Oglethorpe of their
authority to so act must be submitted with the Letter of Transmittal.

The Exchange Agent has agreed to make a request promptly after the date of
this Prospectus to establish accounts with respect to the Private Facility Bonds
at DTC for the purpose of facilitating the Exchange Offer, and subject to the
establishment thereof, any financial institution that is a participant in DTC's
system may make book-entry delivery of the Private Facility Bonds by causing DTC
to transfer such Private Facility Bonds into the Exchange Agent's account with
respect to the Private Facility Bonds in accordance with DTC's procedures for
such transfer period. Although delivery of the Private Facility Bonds may be
effected through book-entry transfer into the Exchange Agent's account at DTC,
unless an Agent's Message is delivered, an appropriate Letter of Transmittal
properly completed and duly executed with any required signature guarantee and
all other required documents must in each case be transmitted to and received or
confirmed by the Exchange Agent at its address set forth below on or prior to
the Expiration Date (or, if the guaranteed delivery procedures described below
are complied with, within the time period provided under such procedures).
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Private Facility Bonds and withdrawal of
tendered Private Facility Bonds will be determined by Oglethorpe in its sole
discretion, which determination will be final and binding. Oglethorpe reserves
the absolute right to instruct OPC Scherer 1997 Funding Corporation to reject
any and all Private Facility Bonds determined by Oglethorpe not to be in the
proper form or any Private Facility Bonds OPC Scherer 1997 Funding Corporation's
acceptance of which, or exchange for which, would, in the opinion of counsel for
Oglethorpe, be unlawful. Oglethorpe also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Private
Facility Bonds. Oglethorpe's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in the Letter of Transmittal) will be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Private Facility Bonds must be cured within such
time as Oglethorpe shall determine. Although Oglethorpe intends to notify
holders of defects or irregularities with respect to tenders of Private Facility
Bonds, none of Oglethorpe, OPC Scherer 1997 Funding Corporation, the Exchange
Agent or any other person shall incur any liability for failure to give such
notification. Tenders of Private Facility Bonds will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Private
Facility Bonds received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.

GUARANTEED DELIVERY PROCEDURES

Holders of Private Facility Bonds who wish to tender their Private Facility
Bonds and (i) who cannot deliver the Letter of Transmittal or any other
documents required by the Letter of Transmittal to the Exchange Agent or (ii)
who cannot complete the procedures for book-entry transfer of their Private
Facility Bonds, prior to the Expiration Date, may effect a tender if:

(a) the tender is made through an Eligible Institution;

(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder, the principal amount of

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Private Facility Bonds tendered, stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with a confirmation of book-entry transfer of such
Private Facility Bonds into the Exchange Agent's account at DTC and any
other documents required by the Letter of Transmittal, will be deposited by
the Eligible Institution with the Exchange Agent; and

(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as a confirmation of book-entry transfer of such
Private Facility Bonds into the Exchange Agent's account at DTC and all
other documents required by the Letter of Transmittal, are received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Private Facility Bonds according to the
guaranteed delivery procedures set forth above.

WITHDRAWALS OF TENDERS

Except as otherwise provided herein, tenders of Private Facility Bonds may
be withdrawn at any time prior to the Expiration Date.

To withdraw a tender of Private Facility Bonds in the Exchange Offer, a
written or facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. Any
such notice of withdrawal must (i) specify the name of the person who tendered
the Private Facility Bonds to be withdrawn, (ii) specify the aggregate principal
amount of Private Facility Bonds to be withdrawn and the name and number of the
account at DTC to be credited, (iii) be signed by the holder in the same manner
as the original signature on the Letter of Transmittal by which such Private
Facility Bonds were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Bond Registrar
register the transfer of such Private Facility Bonds into the name of the person
withdrawing the tender. Any Private Facility Bonds so withdrawn will be deemed
not have been validly tendered for purposes of the Exchange Offer and no
Exchange Facility Bonds will be issued with respect thereto unless the Private
Facility Bonds so withdrawn are validly retendered. Any Private Facility Bonds
which have been tendered but which are not accepted for exchange will be
returned to the holder thereof without cost to such holder as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Private Facility Bonds may be retendered by following
one of the procedures described above under "--Procedures for Tendering" at any
time prior to the Expiration Date. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
Oglethorpe, whose determination shall be final and binding on all parties.

CONDITIONS

Notwithstanding any other term of the Exchange Offer, OPC Scherer 1997
Funding Corporation shall not be required to accept for exchange, or to exchange
Exchange Facility Bonds for any Private Facility Bonds, and Oglethorpe may
terminate, amend or waive conditions to the Exchange Offer as provided herein
before the acceptance of such Private Facility Bonds, if:

(a) any law, statute, rule, regulation or interpretation by the staff of
the Commission is proposed, adopted or enacted, which, in the reasonable
judgment of Oglethorpe, might materially impair the ability of Oglethorpe or
OPC Scherer 1997 Funding Corporation to proceed with the Exchange Offer or
materially impair the contemplated benefits of the Exchange Offer to
Oglethorpe; or

(b) a stop order has been issued by the Commission suspending the
effectiveness of the Registration Statement of which this Prospectus is a
part, or proceedings have been initiated or, to

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the knowledge of Oglethorpe, threatened, for that purpose, or any
governmental approval has not been obtained, which approval Oglethorpe
shall, in its reasonable judgment, deem necessary for the consummation of
the Exchange Offer as contemplated hereby.

If Oglethorpe determines in its sole discretion that any of the above
conditions are not satisfied, Oglethorpe may (i) instruct OPC Scherer 1997
Funding Corporation to refuse to accept any Private Facility Bonds and return
all tendered Private Facility Bonds to the tendering holders, (ii) extend the
Exchange Offer and instruct OPC Scherer 1997 Funding Corporation to retain all
Private Facility Bonds tendered prior to the expiration of the Exchange Offer,
subject, however, to the rights of holders to withdraw such Private Facility
Bonds (see "--Withdrawals of Tenders") or (iii) waive such unsatisfied
conditions with respect to the Exchange Offer and instruct OPC Scherer 1997
Funding Corporation to accept all properly tendered Private Facility Bonds which
have not been withdrawn. If such waiver constitutes a material change to the
Exchange Offer, Oglethorpe will promptly disclose such waiver by means of a
prospectus supplement that will be distributed to the registered holders, and,
depending upon the significance of the waiver and the manner of disclosure to
the registered holders, Oglethorpe will extend the Exchange Offer for a period
of five to ten business days if the Exchange Offer would otherwise expire during
such five to ten business-day period.

EXCHANGE AGENT

SunTrust Bank, Atlanta will act as Exchange Agent for the Exchange Offer.

Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal for the Private Facility Bonds
and requests for copies of Notice of Guaranteed Delivery should be directed to
the Exchange Agent, addressed as follows:

By registered or certified mail, overnight courier or hand delivery:

SunTrust Bank, Atlanta

58 Edgewood Avenue, Room 400

Atlanta, Georgia 30303

Attention: Philip DeMouey, Corporate Trust Administration

By facsimile:

(404) 332-3966

For telephone inquiries:

(404) 588-7583

FEES AND EXPENSES

The expense of the Exchange Offer will be borne by the Lessors and
Oglethorpe. The principal solicitation is being made by mail; however,
additional solicitations may be made by telephone, facsimile or in person by
officers and regular employees of Oglethorpe and its affiliates or the Exchange
Agent.

Oglethorpe has not retained a dealer-manager in connection with the Exchange
Offer and neither Oglethorpe nor the Lessors will make any payments to brokers
or other persons soliciting acceptances of the Exchange Offer. Oglethorpe,
however, will reimburse the Exchange Agent for its reasonable out-of-pocket
expenses in connection therewith. The Lessors and/or Oglethorpe will pay other
registration

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expenses, including fees and expenses of the Collateral Trust Trustee, filing
fees, blue sky fees and printing and distribution expenses.

Oglethorpe will generally pay all transfer taxes, if any, applicable to the
exchange of the Private Facility Bonds pursuant to the Exchange Offer. If,
however, Exchange Facility Bonds and/or substitute Private Facility Bonds not
exchanged are to be registered in the name of any person other than the
registered holder of Private Facility Bonds tendered, or tendered Private
Facility Bonds are registered in the name of any person other than the person
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of the Private Facility Bonds pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the tendering
holder.

ACCOUNTING TREATMENT

The Exchange Facility Bonds will be recorded at the same carrying value as
the Private Facility Bonds, which is the aggregate principal amount, as
reflected in Oglethorpe's accounting records on the date of exchange.
Accordingly, no gain or loss for accounting purposes will be recognized in
connection with the Exchange Offer. The expenses of the Exchange Offer will be
amortized over the term of the Exchange Facility Bonds.

RESALE OF EXCHANGE FACILITY BONDS

Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties in other transactions, Oglethorpe
believes that the Exchange Facility Bonds issued pursuant to the Exchange Offer
in exchange for Private Facility Bonds may be offered for resale, resold and
otherwise transferred by any holder of such Exchange Facility Bonds (other than
broker-dealers, as set forth below, and any such holder who is an "affiliate" of
Oglethorpe within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Facility Bonds are acquired in the
ordinary course of such holder's business and such holder does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of such Exchange Facility Bonds. Any holder who
tenders in the Exchange Offer with the intention to participate, or for the
purpose of participating, in a distribution of the Exchange Facility Bonds or
who is an affiliate of Oglethorpe may not rely on the position of the staff of
the Commission enunciated in Exxon Capital Holdings Corporation (available April
13, 1989) and Morgan Stanley & Co., Incorporated (available June 5, 1991), or
similar no-action letters, and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. In addition,
any such resale transaction should be covered by an effective registration
statement containing the selling security holders information required by Item
507 of Regulation S-K of the Securities Act.

Each broker-dealer that receives Exchange Facility Bonds for its own account
in exchange for Private Facility Bonds, where such Private Facility Bonds were
acquired by such broker-dealer as a result of market making activities or other
trading activities, may be deemed a statutory underwriter and must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Facility Bonds. (See "PLAN OF DISTRIBUTION.")

By tendering in the Exchange Offer, each holder will represent to Oglethorpe
that, among other things, (i) the Exchange Facility Bonds acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Facility Bonds, whether or not such person is a
holder, (ii) neither the holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Facility Bonds (iii) neither the holder nor any such other person is an
"affiliate" of Oglethorpe within the meaning of Rule 405 under the Securities
Act and (iii) the holder and such other person acknowledge that if they

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participate in the Exchange Offer for the purpose of distributing the Exchange
Facility Bonds (a) they must, in the absence of an exemption therefrom, comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale of the Exchange Facility Bonds and cannot rely on
the no-action letters referenced above and (b) failure to comply with such
requirements in such instance could result in such holder incurring liability
under the Securities Act. Further, by tendering in the Exchange Offer, each
holder that may be deemed an "affiliate" (as defined under Rule 405 of the
Securities Act) of Oglethorpe will represent to Oglethorpe that such holder
understands and acknowledges that the Exchange Facility Bonds may not be offered
for resale, resold or otherwise transferred by that holder without registration
under the Securities Act or an exemption therefrom.

CONSEQUENCES OF FAILURE TO EXCHANGE

As a result of completing this Exchange Offer, Oglethorpe will have
fulfilled certain of its obligations under the Registration Rights Agreement,
and holders of Private Facility Bonds who do not tender their Private Facility
Bonds will not have any further registration rights under the Registration
Rights Agreement or otherwise. Accordingly, any holder of Private Facility Bonds
that does not exchange that holder's Private Facility Bonds for Exchange
Facility Bonds will continue to hold such Private Facility Bonds and will be
entitled to all the same rights and will be subject to the same limitations
applicable thereto under the Collateral Trust Indenture, except to the extent
that such rights, by their terms, terminate or cease to have further
effectiveness as a result of the Exchange Offer.

The Private Facility Bonds that are not exchanged for Exchange Facility
Bonds pursuant to the Exchange Offer will remain restricted securities.
Accordingly, such Private Facility Bonds may be resold only (i) so long as the
Private Facility Bonds are eligible for resale pursuant to Rule 144A, to a
person who such holder reasonably believes is a qualified institutional buyer
within the meaning of Rule 144A under the Securities Act (acquiring for its own
account or for the account of a qualified institutional buyer) in a transaction
meeting the requirements of Rule 144A, (ii) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), (iii) to an institutional accredited investor within the meaning of
Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act in a
transaction exempt from the registration requirements of the Securities Act (if
available), subject to the right of Oglethorpe to require the delivery of an
opinion of counsel, certification and/or other information satisfactory to it,
or (iv) pursuant to an effective Registration Statement under the Securities
Act, in each case in accordance with any applicable securities laws of the
states of the United States and other jurisdictions.

Oglethorpe has no present plans to acquire or direct OPC Scherer 1997
Funding Corporation to acquire any Private Facility Bonds that are not tendered
in the Exchange Offer or to file a registration statement to permit resales of
any untendered Private Facility Bonds.

OTHER

Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to tender their Private Facility Bonds. Holders of
the Private Facility Bonds are urged to consult their financial and tax advisors
in making their decisions on what action to take with respect to the Exchange
Offer.

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DESCRIPTION OF THE FACILITY BONDS

The statements under this caption are summaries and do not purport to be
complete. Each summary is qualified in its entirety by reference to the
Collateral Trust Indenture, the Registration Rights Agreement and the Facility
Bonds, copies of which have been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. (See "AVAILABLE INFORMATION.")
Upon the effectiveness of the Exchange Offer Registration Statement described
herein, the Collateral Trust Indenture will be subject to and governed by the
Trust Indenture Act of 1939, as amended (the "TIA"). Each summary is further
qualified in its entirety by reference to the TIA, including the definitions of
certain terms and those terms made a part of the Collateral Trust Indenture by
reference to the TIA. Capitalized terms used under this caption but not
otherwise defined shall have the meanings set forth in the Collateral Trust
Indenture.

GENERAL

The form and terms of the Exchange Facility Bonds will be the same as the
form and terms of the Private Facility Bonds except that (i) the Exchange
Facility Bonds will be registered under the Securities Act and hence will not
bear legends restricting the transfer thereof, (ii) the holders of the Exchange
Facility Bonds will not be entitled to registration rights under the
Registration Rights Agreement, which rights are being fulfilled by and will
terminate upon consummation of the Exchange Offer, and (iii) the Exchange
Facility Bonds will not contain any provision for additional interest in the
event of certain defaults in obligations of Oglethorpe relating to the Exchange
Offer. The Exchange Facility Bonds will evidence the same debt as the Private
Facility Bonds and will be entitled to the benefits of the Collateral Trust
Indenture. The Exchange Facility Bonds and any Private Facility Bonds not
exchanged in the Exchange Offer will be deemed a single series under the
Collateral Trust Indenture, and are sometimes collectively referred to herein as
the "Facility Bonds."

The Facility Bonds will be issued under the Collateral Trust Indenture among
OPC Scherer 1997 Funding Corporation, Oglethorpe and SunTrust Bank, Atlanta, as
Collateral Trust Trustee. The Facility Bonds are limited to an aggregate
principal amount of $224,702,000 of 6.974% Serial Facility Bonds Due June 30,
2011. The Facility Bonds will bear interest from the later of the date of
issuance of the Private Facility Bonds or the most recent interest payment date
to which interest on such Private Facility Bonds has been paid. Interest is
payable semiannually on June 30 and December 31 in each year, commencing June
30, 1998, to the person in whose name such Facility Bond is registered at the
close of business on the June 15 or December 15, as the case may be, next
preceding such interest payment date, subject to certain exceptions. If any
scheduled payment date for a Facility Bond is not a Business Day, payment will
be made on the next Business Day with the same effect as though made on the date
due. Interest on any overdue principal and premium, if any, and (to the extent
permitted by applicable law) any overdue interest shall be paid, on demand, from
the due date thereof at the lesser of (i) 2% above the greater of (A) the
published base rate of Citibank, N.A., in effect from time to time and (B)
6.974%, and (ii) the highest amount permitted by applicable law. Interest on the
Facility Bonds will be computed on the basis of a 360-day year of twelve 30-day
months. (Collateral Trust Indenture, Sections 2.01, 2.07 and 1.13.)

The Facility Bonds will be issued in book-entry-only form as described under
"Book-Entry-Only System" below. So long as the Facility Bonds are subject to the
book-entry-only system of registration and transfer described under the
"Book-Entry-Only System" below, all payments with respect to principal of and
premium, if any, and interest on such Facility Bonds will be made to DTC. If the
Facility Bonds are not subject to such book-entry-only system, the principal of
and premium (if any) and interest on the Facility Bonds will be payable at the
Collateral Trust Trustee's corporate trust office: SunTrust Bank, Atlanta, c/o
First Chicago Trust Company, 14 Wall Street, New York, New York 10005 (the
"Collateral Trust Trustee's New York Office"), except that payment of interest
will be made by check mailed to the address of the person entitled thereto as
shown in the Bond Register. (Collateral Trust Indenture, Sections 2.01 and
2.07.)

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<PAGE>
If the Facility Bonds are no longer subject to such book-entry-only system,
the Facility Bonds are to be issued in fully registered form without coupons in
denominations of $1,000 or any integral multiple thereof and the Facility Bonds
may be surrendered for registration of transfer or exchange for Facility Bonds
of the same series at the Collateral Trust Trustee's New York Office. No service
charge will be required of any Bondholder participating in any transfer or
exchange of Facility Bonds in respect of such transfer or exchange, but payment
may be required of any tax or other governmental charges that may be imposed in
connection therewith. (Collateral Trust Indenture, Sections 2.02 and 2.05.)

SINKING FUND REDEMPTION

The Collateral Trust Indenture will provide for the redemption of the
Facility Bonds, on a pro rata basis, through operation of a sinking fund on each
of the dates set forth below (other than maturity dates), at the principal
amount thereof, together with interest accrued to the redemption date, on not
less than 20 and not more than 60 days' notice by mail. The principal amounts of
the Facility Bonds to be redeemed on such dates, as well as the principal
amounts payable on the final maturity date, are set forth opposite such dates.
(Collateral Trust Indenture, Sections 6.05 and 7.01.)

<TABLE>
<CAPTION>
FACILITY BONDS
--------------
<S> <C>
June 30, 1998............................................... $ 0
December 31, 1998........................................... 6,555,000
June 30, 1999............................................... 0
December 31, 1999........................................... 11,112,000
June 30, 2000............................................... 0
December 31, 2000........................................... 11,719,000
June 30, 2001............................................... 0
December 31, 2001........................................... 12,064,000
June 30, 2002............................................... 0
December 31, 2002........................................... 14,067,000
June 30, 2003............................................... 0
December 31, 2003........................................... 16,117,000
June 30, 2004............................................... 3,513,000
December 31, 2004........................................... 13,719,000
June 30, 2005............................................... 3,651,000
December 31, 2005........................................... 14,564,000
June 30, 2006............................................... 5,485,000
December 31, 2006........................................... 15,371,000
June 30, 2007............................................... 23,883,000
December 31, 2007........................................... 0
June 30, 2008............................................... 25,453,000
December 31, 2008........................................... 0
June 30, 2009............................................... 20,383,000
December 31, 2009........................................... 0
June 30, 2010............................................... 17,724,000
December 31, 2010........................................... 0
June 30, 2011............................................... 9,322,000
</TABLE>

The amortization schedules for the Refunding Lessor Notes are designed to
match the sinking fund schedules for the Facility Bonds. In the event that there
has been any partial redemption of Facility Bonds (other than pursuant to the
sinking fund), the principal amounts of Facility Bonds to be redeemed pursuant
to the sinking fund schedules indicated above after any such redemption shall be
adjusted in a manner which will preserve the relationship between such
amortization schedules and the sinking fund schedules for the remaining
outstanding Facility Bonds. (Collateral Trust Indenture, Section 7.01.)

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<PAGE>
OPTIONAL REDEMPTION

The Facility Bonds will not be subject to optional redemption prior to
maturity. Except in the case of sinking fund payments as provided above or in
the case of certain events resulting in mandatory redemption as provided below,
the Facility Bonds may not be redeemed, in whole or in part, prior to maturity.

SPECIAL MANDATORY REDEMPTION AT PAR

The Facility Bonds will be subject to mandatory redemption at par, in whole
or in part as indicated below, on not less than 20 nor more than 60 days' notice
by mail, at the principal amount thereof, together with interest accrued to the
redemption date, at such times as any Refunding Lessor Note is to be prepaid in
accordance with the terms of the respective Lease Indentures, but only if such
prepayment is made under one of the following circumstances, as certified to the
Collateral Trust Trustee by Oglethorpe and the Lessor whose Refunding Lessor
Note is being prepaid:

(a) EVENT OF LOSS RELATING TO SCHERER UNIT NO. 2. The Facility Bonds will be
redeemed in whole in connection with a prepayment of the Refunding Lessor Notes
with the proceeds of the payment by Oglethorpe of Stipulated Loss Value under
the Leases upon the occurrence of any of the following:

(i) the loss of Scherer Unit No. 2, in its entirety or substantially in
its entirety, due to destruction or, in the good faith and reasonable
opinion of Oglethorpe, damage beyond economic repair (Collateral Trust
Indenture, Section 6.01(b)(i)(A));

(ii) the receipt of insurance proceeds based upon an actual or
constructive total loss with respect to Scherer Unit No. 2 (Collateral Trust
Indenture, Section 6.01(b)(i)(B)); and

(iii) Scherer Unit No. 2, the Scherer Unit No. 2 Site or the Scherer
Common Facilities (in their entirety or a substantial portion of any thereof
such that the then remaining portion cannot practically be utilized for the
purposes intended) shall have been condemned or otherwise permanently
rendered unfit for normal use, confiscated or seized, or title thereto or
use thereof shall have been requisitioned by any governmental authority and,
in the case of any such requisition, Oglethorpe shall have lost the use or
possession of substantially all of Scherer Unit No. 2 or the Scherer Unit
No. 2 Site for a period exceeding 48 months. (Collateral Trust Indenture,
Section 6.01(b)(i)(C).) (See "DESCRIPTION OF THE LEASES--Events of Loss.")

(b) OBSOLESCENCE TERMINATION. The Facility Bonds will be redeemed in whole
in connection with a prepayment of the Refunding Lessor Notes resulting from an
election by Oglethorpe to exercise its rights of early termination under each
Lease as a result of the adoption by its Board of Directors of a resolution
determining that (i) the leased undivided interests in Scherer Unit No. 2 are
surplus to the requirements of Oglethorpe or (ii) Scherer Unit No. 2 is
economically obsolete. (Collateral Trust Indenture, Section 6.01(b)(i)(D).) (See
"DESCRIPTION OF THE LEASES--Optional Termination for Obsolescence.")

(c) REGULATION. Subject to certain exceptions, the Facility Bonds will be
redeemed in a principal amount equal to the principal amount of the Refunding
Lessor Note prepaid as a result of the payment by Oglethorpe of amounts required
or permitted under any Lease in the event that (i) solely by reason of the Sale
and Leaseback Transactions and without regard to any other activities or
transactions, the Lessor under such Lease, the related Equity Investor or any of
their affiliates (A) becomes subject to regulation pursuant to the Public
Utility Holding Company Act of 1935 or the Federal Power Act or (B) becomes
subject to regulation under certain provisions of state and federal laws
pertaining to the regulation of public utilities as such (other than regulation
under which the obligations of such Lessor or such affiliate may be discharged
by Oglethorpe pursuant to the applicable Lease and which Oglethorpe has not
failed timely to discharge) unless (w) in the case of regulation under the
Public Utility Holding Company Act of 1935 or the Federal Power Act such
regulation shall not be materially adverse with respect to such Lessor in the
reasonable judgment of such Lessor, (x) in either case, such regulation results
from an ownership or leasehold interest in any other electric generation
facility or transmission

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<PAGE>
facility acquired on or after December 30, 1985, or any such person was subject
to such regulation prior to such date or prior to becoming a Lessor or Equity
Investor, (y) in either case, such person has waived in writing the treatment of
such regulation as an event requiring Oglethorpe to make any payments, or (z) in
either case, Oglethorpe, at its sole cost and expense, is contesting such
regulation, subject to certain conditions; or (ii) the Lessor under such Lease
or the related Equity Investor shall become subject to regulation pursuant to
the Public Utility Holding Company Act of 1935 or the Federal Power Act and, as
a result thereof, (A) such Lease is deemed to be a contract for the sale by such
Lessor of electric energy to Oglethorpe under Section 205 or 206 of the Federal
Power Act, (B) Oglethorpe shall become subject to regulation which is contrary
to the terms of any agreement to which Oglethorpe is a party or applicable law
to which Oglethorpe is subject relating to the generation, transmission,
production or sale of electric power or steam energy, or (C) Oglethorpe shall
become subject to regulation which would not otherwise be applicable to
Oglethorpe and which Oglethorpe, in its reasonable judgment, determines to be
materially adverse to it and action shall not have been taken within 60 days to
eliminate such regulation. (Collateral Trust Indenture, Section 6.01(b)(ii)(A)
and (B).) (See "DESCRIPTION OF THE LEASES-- Events of Loss.")

(d) BURDENSOME TAX INDEMNITY; CHANGE IN TAX LAW. The Facility Bonds will be
redeemed in a principal amount equal to the principal amount of the Refunding
Lessor Note prepaid as a result of the exercise by Oglethorpe of its option
under any Lease to purchase the undivided ownership interest of a Lessor in
Scherer Unit No. 2 in the event that a tax indemnity becomes payable to such
Lessor's related Equity Investor under the Tax Indemnification Agreement between
Oglethorpe and such Equity Investor as a result of a change in tax laws enacted
by the 99th Congress or a final determination that such undivided interest
constitutes "public utility property" (as such term is defined in the Code),
but, in the case of a change in tax law, only if the aggregate of the present
value of increases in basic rent payable under such Lessor's Lease resulting
from such indemnity payment would exceed 4% of Lessor's Cost. (Collateral Trust
Indenture, Section 6.01(b)(ii)(C).) (See "DESCRIPTION OF THE LEASES--Purchase
and Renewal Options.")

(e) CERTAIN CAPITAL IMPROVEMENTS. The Facility Bonds will be redeemed in a
principal amount equal to the principal amount of the Refunding Lessor Note
prepaid as a result of the exercise by Oglethorpe of its option under any Lease
to purchase the undivided ownership interest of the applicable Lessor in Scherer
Unit No. 2, which option may be exercised on any December 31 between December
31, 1997 and December 31, 2010, if (x) "scrubbers" or any similar capital
improvement intended to remove pollutants from the effluent discharged from the
boiler of Scherer Unit No. 2 are required by applicable law, (y) capital
improvements consisting of a single project are included in the Ownership
Agreement budget for Scherer Unit No. 2, 60% of the value of which (expressed in
December 30, 1985 dollars) equals or exceeds $100,000,000, or (z) capital
improvements are included in such budget in any two-year period, 60% of the
value of which (expressed in December 30, 1985 dollars) equals or exceeds
$50,000,000, and the related Equity Investor does not finance such improvements
through an equity investment. (Collateral Trust Indenture, Section
6.01(b)(ii)(D).) (See "DESCRIPTION OF THE LEASES-- Purchase and Renewal
Options.")

SPECIAL MANDATORY REDEMPTION WITH PREMIUM

The Facility Bonds will also be subject to mandatory redemption, in whole or
in part as indicated below, at the redemption prices set forth below, together
with interest accrued to the redemption date, as follows:

(a) PURCHASE OPTIONS. The Facility Bonds will be redeemed in a principal
amount equal to the principal amount of the applicable Refunding Lessor Note
prepaid in connection with the exercise by Oglethorpe of its option under any
Lease to purchase the undivided ownership interest of the Lessor thereunder,
which option may be exercised on December 31, 2000, December 31, 2005, or
December 31, 2010. (Collateral Trust Indenture, Section 6.01(a)(i).) Such
redemption will be made on not less

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<PAGE>
than 20 nor more than 60 days' notice by mail. (Collateral Trust Indenture,
Section 6.05.) (See "DESCRIPTION OF THE LEASES--Purchase and Renewal Options.")

(b) DECOMMISSIONING OF SCHERER UNIT NO. 2. The Facility Bonds will be
redeemed in whole in connection with a prepayment of the Refunding Lessor Notes
with the proceeds of the payment by Oglethorpe of Stipulated Loss Values under
the Leases upon the occurrence of the permanent decommissioning and retiring
from commercial service of Scherer Unit No. 2. (Collateral Trust Indenture,
Section 6.01(a)(ii).) Such redemption will be made on not less than 20 nor more
than 60 days' notice by mail. (Collateral Trust Indenture, Section 6.05.) (See
"DESCRIPTION OF THE LEASES--Events of Loss.")

(c) DEFAULT UNDER LESS THAN ALL LEASE INDENTURES. The Facility Bonds will be
redeemed in part on the third Business Day following receipt by the Collateral
Trust Trustee of any amount recovered by the Collateral Trust Trustee in respect
of the Facility Bonds in excess of $5,000,000 as the result of the exercise of
remedies by the Collateral Trust Trustee in respect of defaulted Refunding
Lessor Notes in accordance with the Collateral Trust Indenture under
circumstances in which less than all Refunding Lessor Notes are in default. The
principal amount of Facility Bonds to be redeemed on any such date will be equal
to the amounts so recovered on or prior to the third Business Day immediately
preceding such redemption date and not theretofore applied toward the redemption
of Facility Bonds on such date, reduced by any premium payable and the interest
on the Facility Bonds being redeemed on such date. (Collateral Trust Indenture,
Section 6.01(a)(iii).) Notice of such redemption will be given by telephone,
telex, telecopier or other electronic or wire transmission as promptly as
practicable after amounts in excess of $5,000,000 are so recovered, confirmed by
mail. (Collateral Trust Indenture, Section 6.05.) (See "Events of Default,
Notice and Waiver" below.)

(d) DETERMINATION THAT UNDIVIDED INTEREST IS SURPLUS. The Facility Bonds
will be redeemed in a principal amount equal to the principal amount of the
Refunding Lessor Notes prepaid in connection with an election by Oglethorpe to
exercise its rights of early termination under less than all the Leases, as a
result of the adoption by its Board of Directors of a resolution determining
that the undivided ownership interest covered by the Lease or Leases being
terminated is surplus to the requirements of Oglethorpe. (Collateral Trust
Indenture, Section 6.01(a)(iv).) Such redemption will be made on not less than
20 nor more than 60 days' notice by mail. (Collateral Trust Indenture, Section
6.05.) (See "DESCRIPTION OF THE LEASES--Optional Termination for Obsolescence.")

(e) REDEMPTION PRICES. The Facility Bonds subject to mandatory redemption as
described in paragraphs (a) through (d) above on the following dates shall be
redeemed at the following redemption prices (expressed as a percentage amount),
together with interest accrued to the redemption date:

<TABLE>
<CAPTION>
TWELVE MONTHS REDEMPTION
PERIOD BEGINNING PRICE
- ------------------------------------------------------------------------------ -------------
<S> <C>
January 1, 1998............................................................... 106.974%
January 1, 1999............................................................... 106.438
January 1, 2000............................................................... 105.901
January 1, 2001............................................................... 105.365
January 1, 2002............................................................... 104.828
January 1, 2003............................................................... 104.292
January 1, 2004............................................................... 103.755
January 1, 2005............................................................... 103.219
January 1, 2006............................................................... 102.682
January 1, 2007............................................................... 102.146
January 1, 2008............................................................... 101.609
January 1, 2009............................................................... 101.073
January 1, 2010............................................................... 100.536
January 1, 2011............................................................... 100.000
</TABLE>

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<PAGE>
SELECTION OF FACILITY BONDS TO BE REDEEMED

If less than all of the Facility Bonds are to be redeemed, other than
through operation of the sinking fund, the Facility Bonds to be redeemed will be
selected, not more than 60 days prior to the redemption date, by the Collateral
Trust Trustee as follows: the Collateral Trust Trustee will select for
redemption an aggregate principal amount of Facility Bonds equal to the
aggregate amounts of principal which are being prepaid, or in respect of which
amounts have been recovered, such selection to be made pro rata as among all
Facility Bonds; provided that the Collateral Trust Trustee shall make such
adjustments as it shall deem necessary so that the principal amount of the
Facility Bonds from any holder shall be $1,000 or any integral multiple thereof.
(Collateral Trust Indenture, Sections 6.04 and 7.02.)

ADDITIONAL BONDS

Additional Bonds may be issued, and shall be secured ratably, under the
Collateral Trust Indenture upon receipt by the Collateral Trust Trustee of
certain certificates, opinions and Additional Notes issued under the Lease
Indenture in an aggregate principal amount equal to such additional Bonds.
(Collateral Trust Indenture, Section 2.11 and Exhibit A.) (See "Security and
Source of Payment for the Facility Bonds" below for a description of the basis
for the issuance of Additional Notes.)

SECURITY AND SOURCE OF PAYMENT FOR THE FACILITY BONDS

OPC Scherer 1997 Funding Corporation was formed for the exclusive purpose of
facilitating the financing of Scherer Unit No. 2 and has only nominal equity
capital. As such, the source of payments of principal of and premium, if any,
and interest on the Facility Bonds will be derived from payments made on the
Refunding Lessor Notes issued by the Lessors pursuant to their respective Lease
Indentures. The aggregate principal amount of the Refunding Lessor Notes to be
delivered to the Collateral Trust Trustee equals the aggregate principal amount
of the Facility Bonds. The payment schedules for the Refunding Lessor Notes are
structured to coincide as to dates and amounts with the payment schedules for
the Facility Bonds. Each of these schedules, in turn, is structured to coincide
as to dates and amounts with the rental payment dates under the Leases. As
described below, Oglethorpe's obligation to pay rent pursuant to the Leases
provides the sources of payment for the Refunding Lessor Notes. Accordingly,
subject to the matters discussed below under "Considerations Relating to
Security," the timely payment of the principal of and premium, if any, and
interest of the Refunding Lessor Notes of the Lessors will provide for the
payment in full of the principal of and premium, if any, and interest on the
Facility Bonds when due.

Each Lease is a net lease under which Oglethorpe is unconditionally
obligated to make basic rental and certain other payments at least sufficient to
provide for the payments of the Lessor Notes of the Lessor which is a party to
such Lease, without any right of counterclaim, setoff, deduction or defense on
the part of Oglethorpe. Each Lease, by its terms, requires that rent be paid by
Oglethorpe in such amounts and at such times as will always provide for the
payment of the principal of and premium, if any, and interest on all such Lessor
Notes when due. As such, the expected sources of payment for the Refunding
Lessor Notes, and thus for the Facility Bonds, are the payments to be made by
Oglethorpe under the Leases, subject to the matters discussed below under
"Consideration Relating to Security."

The Refunding Lessor Notes were issued under separate Lease Indentures by
the Lessors without recourse to the general credit of any Lessor or its Equity
Investor. The Refunding Lessor Note of each Lessor are secured under a separate
Lease Indenture by, among other things: (i) a lien on and security interest in
each Lessor's respective undivided ownership interest in Scherer Unit No. 2;
(ii) each Lessor's rights under its Lease, including the right to receive all
rents payable thereunder other than amounts which constitute Excepted Payments;
and (iii) each Lessor's rights under the related Support Agreements, which are
designed to provide to such Lessor such additional resources, services and
facilities as are necessary or desirable to operate Scherer Unit No. 2 for a
period from the expiration of such

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<PAGE>
Lessor's Lease to the end of the estimated useful life of Scherer Unit No. 2.
The Support Agreements provide for (x) the common use of certain facilities
which are necessary for the operation of all generating units located at the
Scherer Unit No. 2 Site and the operation of Scherer Unit No. 2 following the
expiration or earlier termination (other than in connection with an Event of
Loss) of any Lease and (y) the lease to the Lessors of portions of the real
property comprising the Scherer Unit No. 2 Site (including the property upon
which Scherer Unit No. 2 is located).

Subject to the limitations described below, Additional Notes will be
permitted to be issued under each Lessor's Lease Indenture (i) for the purpose
of refinancing any previously issued Lessor Notes, including the Refunding
Lessor Notes; (ii) to provide funds in connection with certain requirements of
the related Tax Indemnification Agreement; and (iii) to provide funds for
Capital Improvements. No Additional Notes to be issued for the purposes set
forth in (ii) above may be issued if the aggregate principal amount of all
Lessor Notes outstanding under such Lease Indenture (including the proposed
Additional Notes) exceeds 80% of Lessor's Cost. No Lessor Notes to be issued for
the purpose set forth in (iii) above may be issued: (1) if the aggregate
principal amount of all Lessor Notes issued and outstanding under such Lease
Indenture (including the proposed Additional Notes) exceeds an amount equal to
80% of the sum of (A) the Lessor's Cost, (B) such Lessor's share of the
cumulative cost of all additions and improvements theretofore incorporated or
installed in Scherer Unit No. 2 during the term of the Lease and financed by
such Lessor or with Lessor Notes, and (C) such Lessor's share of the cost of the
additions and improvements proposed to be financed with such Additional Notes;
or (2) if the aggregate principal amount of all Additional Notes issued under
such Lease Indenture for the purpose set forth in (iii) above (including the
proposed Additional Notes) exceeds an amount equal to 80% of the sum of (A) such
Lessor's share of the cumulative cost of all additions and improvements
theretofore incorporated or installed in Scherer Unit No. 2 during the term of
the Lease and (B) the cost of the additions and improvements proposed to be
financed with such Additional Notes. Moreover, the aggregate principal amount of
all Lessor Notes issued under all Lease Indentures for the purpose set forth in
(iii) above may not exceed $125,000,000. As a further condition to the issuance
of Additional Notes for the purposes set forth in (ii) and (iii) above, at least
10 days must have passed from the time the applicable Lease Indenture Trustee
shall have given notices to holders of the related Lessor Notes of the proposed
issuance of such Additional Notes, and the holders of such Lessor Notes shall
not have notified such Lease Indenture Trustee that certain requirements for
issuing Additional Notes have not been met and directed such Lease Indenture
Trustee not to allow the issuance of such Additional Notes.

CONSIDERATIONS RELATING TO SECURITY

As described above, the Refunding Lessor Notes have been pledged and
assigned to the Collateral Trust Trustee as security for the Facility Bonds. Set
forth below are certain factors which may affect the ability of the Collateral
Trust Trustee to realize upon the security afforded by such notes.

POSSIBLE REJECTION OF LEASES BY A TRUSTEE IN BANKRUPTCY

Under Georgia law, it is likely that the Leases will be viewed as leases of
real, rather than personal, property. Under Section 502(b)(6) of the Bankruptcy
Reform Act of 1978 (the "Bankruptcy Code"), a claim by a lessor for damages
resulting from the termination of a lease of real property in connection with
bankruptcy proceedings affecting the lessee may be limited to an amount equal to
the rent reserved under the lease, without acceleration, for the greater of one
year or 15 percent (but not more than three years) of the remaining term of the
lease, plus rent already due but unpaid. A lease of real property would not be
subject to the foregoing limitations, however, if it constituted a "financing
lease" within the meaning of the Bankruptcy Act. Although the issue has not been
definitively addressed by the courts, a court reasonably could conclude that the
Leases constitute "financing leases" for purposes of the Bankruptcy Code.

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<PAGE>
To the extent that the Leases were held not to constitute "financing
leases," however, if Oglethorpe or its trustee elected to reject the Leases in
connection with a bankruptcy or reorganization proceeding involving Oglethorpe,
Oglethorpe might not be required to pay the full amount of rental payments
thereunder and the resulting claims of the Lease Indenture Trustees, as
assignees of the Lessors, for damages resulting from such rejection of the
Leases may be limited to an amount less than the then outstanding principal
amount of the Lessor Notes and, consequently, less than the outstanding
principal amount of the Facility Bonds. It should be noted that rejection of the
Leases by Oglethorpe or its trustee in such a bankruptcy proceeding would
deprive Oglethorpe or such trustee of the use of the interest in Scherer Unit
No. 2 represented by such rejected Leases and any revenues which could be
derived from the sale of the output of such Unit allocable to such interest. If,
on the other hand, the Leases were held to constitute "financing leases," no
such limitations would apply and the Lessors would have available to them all of
the remedies described under "DESCRIPTION OF THE LEASES--Events of Default."

MORTGAGE INDENTURE

All of the revenues of Oglethorpe, including revenues derived under the
Wholesale Power Contracts with its Members, are subject to the first mortgage
lien of the Mortgage Indenture. In the event of a default by Oglethorpe under
the Mortgage Indenture, the Mortgage Indenture Trustee could take steps which
might result in a diversion of all or a portion of such revenues from payment of
the obligations of Oglethorpe under the Leases.

BOOK-ENTRY-ONLY SYSTEM

GENERAL

The following description of the operations and procedures of DTC is
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and are subject to change from time to time.
Neither Oglethorpe nor OPC Scherer 1997 Funding Corporation takes responsibility
for these operations and procedures and urges investors to contact DTC or its
participants directly to discuss these matters.

The Facility Bonds will be issued only in book-entry-only form in
denominations of $1,000 principal amount and integral multiples thereof. The
Exchange Facility Bonds issued in exchange for Private Facility Bonds currently
evidenced by one or more fully registered global certificates initially will be
represented by one or more certificates in registered, global form without
interest coupons. The global certificates will be deposited upon issuance with
the Collateral Trust Trustee as custodian for DTC in New York, New York and
registered in the name of Cede & Co., as nominee for DTC, in each case for
credit to an account of a direct or indirect participant in DTC as described
below.

DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants (the "Direct Participants") deposit with DTC. DTC also facilitates
the settlement among Direct Participants of securities transactions, such as
transfer and pledges, in deposited securities through electronic computerized
book-entry changes in Direct Participants' accounts, thereby eliminating the
need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others, such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (the
"Indirect Participants,"

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<PAGE>
and together with the Direct Participants, the "Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.

Purchases of Facility Bonds under the DTC system must be made by or through
Direct Participants, who will receive a credit for such Facility Bonds on DTC's
records. The ownership interest of each actual purchaser of each Facility Bond
(a "Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participant's records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
whom such Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Facility Bonds are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive nor have the right to receive physical delivery of certificates
representing their ownership interests in the Facility Bonds, and will not be or
be considered to be holders thereof under the Collateral Trust Indenture, except
as specifically provided in the Collateral Trust Indenture in the event the
book-entry-only system is discontinued.

So long as Cede & Co. is the registered owner of the Facility Bonds subject
to the book-entry-only system, as nominee for DTC, references herein to the
bondholders or registered owners or owners of such Facility Bonds shall mean
Cede & Co., as aforesaid, and shall not mean the beneficial owners of such
Facility Bonds, as the case may be.

To facilitate subsequent transfer, the Facility Bonds deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Facility Bonds with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Facility Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Facility Bonds are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

Oglethorpe, OPC Scherer 1997 Funding Corporation and the Collateral Trust
Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the
Facility Bonds registered in its name for the purpose of: payment of the
principal of or interest on such Facility Bonds; selecting such Facility Bonds
and portions thereof to be redeemed; giving any notice permitted or required to
be given to holders under the Collateral Trust Indenture, including any notice
of redemption; registering the transfer of the Facility Bonds; obtaining any
consent or other action to be taken by holders; and for all other purposes
whatsoever, and shall not be affected by any notice to the contrary. Oglethorpe,
OPC Scherer 1997 Funding Corporation and the Collateral Trust Trustee shall not
have any responsibility or obligation to any Direct Participant, any person
claiming a beneficial ownership interest in the Facility Bonds under or through
DTC or any Direct Participant, or any other person which is not shown on the
books of registration kept by the Bond Registrar as being a holder, with respect
to: the accuracy of any records maintained by DTC or any Direct or Indirect
Participant regarding ownership interests in the Facility Bonds; the payment by
DTC or any Direct or Indirect Participant of any amount in respect of the
principal of or interest on the Facility Bonds; the delivery to any Direct or
Indirect Participant or any Beneficial Owner of any notice which is permitted or
required to be given to holders under the Collateral Trust Indenture, including
any notice of redemption; the selection by DTC or any Direct or Indirect
Participant of any person to receive payment in the event of a partial
redemption of such Facility Bonds; or any consent given or other action taken by
DTC as an owner of the Facility Bonds.

Neither DTC nor Cede & Co. will consent or vote with respect to the Facility
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as
soon as possible after the "record date." The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
securities, such as the Facility Bonds, are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

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Except as described below, neither DTC nor Cede & Co. will take any action
to enforce covenants with respect to any security registered in the name of Cede
& Co. Under its current procedures, on the written instructions of a Direct
Participant, DTC will cause Cede & Co. to sign a demand to exercise certain
bondholder rights. In accordance with DTC's current procedures, Cede & Co. will
sign such document only as a record holder of the quantity of securities
referred to therein (which is to be specified in the Direct Participant's
request to DTC for such document) and not as record holder of all the securities
of that issue registered in the name of Cede & Co. Also, in accordance with
DTC's current procedures, all factual representations to the issuer, the trustee
or any other party to be made by Cede & Co. in such document must be made to DTC
and Cede & Co. by the Direct Participant in its request to DTC.

For so long as the Facility Bonds are issued in book-entry-only form through
the facilities of DTC, any Beneficial Owner desiring to cause Oglethorpe, OPC
Scherer 1997 Funding Corporation or the Collateral Trust Trustee to comply with
any of its obligations with respect to the Facility Bonds, as the case may be,
must make arrangements with the Direct Participant or Indirect Participant
through whom such Beneficial Owner's ownership interest in the Facility Bonds is
recorded in order for the Direct Participant in whose DTC account such ownership
interest is recorded is make the request of DTC described above.

None of Oglethorpe, OPC Scherer 1997 Funding Corporation or the Collateral
Trust Trustee will have any obligation to the Direct Participants, the Indirect
Participants or the persons for whom they act as nominees with respect to DTC's
procedures or any procedures or arrangements between Direct Participants,
Indirect Participants and the persons for whom they act relating to the making
of any demand by Cede & Co. As the registered owner of Facility Bonds, the
adherence to such procedures or arrangements or the effectiveness of any action
taken pursuant to such procedures or arrangements.

Subject to the following considerations, beneficial interests in the
Facility Bonds will trade in DTC's Same-Day Funds Settlement System, and
secondary market trading activity in such interests will therefore settle in
immediately available funds. Oglethorpe expects that DTC, upon receipt of
payment of principal and interest in respect of a beneficial interest in the
Facility Bonds, will immediately credit Direct Participants' accounts with
payments in amounts proportional to their respective beneficial interests in the
principal amount of the Facility Bonds as shown on its records. Oglethorpe also
expects payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC,
Oglethorpe, OPC Scherer 1997 Funding Corporation or the Collateral Trust
Trustee, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal and interest to DTC is the
responsibility of the Collateral Trust Trustee, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.

As long as the book-entry-only system is used for the Facility Bonds, the
Collateral Trust Trustee will give any notice of redemption or any other notices
required to be given to holders of the Facility Bonds only to DTC. Any failure
of DTC to advise any Direct Participant, or of any Direct Participant to notify
any Indirect Participant, or of any Direct or Indirect Participant to notify any
Beneficial Owner, of any such notice and its content or effect will not affect
the validity of the redemption of the Facility Bonds called for such redemption
or of any other action premised on such notice. Conveyance of notices and other
communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants and by Direct and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners may desire
to make arrangements with a Direct or Indirect Participant so that all notices
of redemption or other communications to DTC which affect such Beneficial Owners
will be forwarded in writing by such Direct or Indirect Participant. If less
than all of the Facility Bonds are being redeemed,

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DTC's practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.

For every transfer and exchange of a beneficial ownership interest in the
Facility Bonds, a Beneficial Owner may be charged a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in relation thereto.

DISCONTINUATION OF THE BOOK-ENTRY-ONLY SYSTEM

DTC may determine to discontinue providing its service with respect to the
Facility Bonds at any time by giving reasonable notice to Oglethorpe, OPC
Scherer 1997 Funding Corporation or the Collateral Trust Trustee. In addition,
if Oglethorpe determines that: (i) DTC is unable to discharge its
responsibilities with respect to the Facility Bonds or (ii) continuation of the
system of book-entry- only transfers through DTC is not in the best interests of
the Beneficial Owners of the Facility Bonds or of Oglethorpe, Oglethorpe may
thereupon terminate the services of DTC with respect to the Facility Bonds. Upon
the resignation of DTC or determination of Oglethorpe that DTC is unable to
discharge its responsibilities, Oglethorpe may, within 30 days, appoint a
successor depository. If no such successor is appointed or Oglethorpe determines
to discontinue the book-entry-only system, Facility Bond certificates will be
delivered in fully registered form in authorized denominations to the
identifiable Beneficial Owners in replacement of such Beneficial Owners'
beneficial interests in the Facility Bonds. Transfer and exchanges of the
Facility Bonds shall thereafter be made as described herein under the caption
"General" above.

If the book-entry-only system is discontinued with respect to the Facility
Bonds, the persons to whom Facility Bonds certificates are delivered will be
treated as "bondholders" for all purposes of the Collateral Trust Indenture,
including without limitation the payment of principal and interest, the
redemption of such Facility Bonds and the giving to Oglethorpe, OPC Scherer 1997
Funding Corporation or the Collateral Trust Trustee of any notice, consent,
request or demand pursuant to the Collateral Trust Indenture for any purpose
whatsoever. In such event, principal and interest on the Facility Bonds, as
applicable, will be payable in the manner described under the caption "General"
above.

MERGER, CONSOLIDATION AND TRANSFER OF ASSETS

The certificate of incorporation of OPC Scherer 1997 Funding Corporation
provides, among other things, that OPC Scherer 1997 Funding Corporation shall
not, without the consent of each Lease Indenture Trustee, (i) dissolve or
liquidate, in whole or in part, or (ii) merge into or consolidate with, or sell
all or any part of its assets to, any person, firm, corporation, partnership or
other entity unless, in the case of a merger or consolidation, the surviving
corporation in such merger or the corporation resulting from such consolidation
shall have a certificate of incorporation containing identical provisions to
those of OPC Scherer 1997 Funding Corporation restricting the nature of its
business and purposes and its ability to take certain action, and, in the case
of a sale of assets, the acquiring corporation shall have assumed all the
liabilities and obligations of OPC Scherer 1997 Funding Corporation and shall
have such identical provisions in its certificate of incorporation. In addition,
OPC Scherer 1997 Funding Corporation has agreed in each of the Participation
Agreements and in the Collateral Trust Indenture that it will not amend those
provisions of its certificate of incorporation which restrict the nature of its
business and its purposes or restrict its activities or which provide for its
capitalization without the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Facility Bonds then outstanding. (Collateral
Trust Indenture, Section 5.08.)

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EVENTS OF DEFAULT, NOTICE AND WAIVER

Events of Default under the Collateral Trust Indenture include: (a) default
in the payment of any principal of or premium, if any, or interest on any
Facility Bond, including any sinking fund payment, when it becomes due and
payable, and continuance of such default for a period of three Business Days;
(b) default in the performance, or breach, of any covenant of Oglethorpe or OPC
Scherer 1997 Funding Corporation contained in the Collateral Trust Indenture and
continuance of such default or breach for a period of 30 days after there has
been given, by registered or certified mail, to Oglethorpe and OPC Scherer 1997
Funding Corporation by the Collateral Trust Trustee, or to Oglethorpe, OPC
Scherer 1997 Funding Corporation and the Collateral Trust Trustee by the holders
of at least 25% in principal amount of outstanding Facility Bonds, a written
notice specifying such failure and requiring it to be remedied and stating that
such notice is a "NOTICE OF DEFAULT" under the Collateral Trust Indenture; (c)
the occurrence of an "Event of Default" under any Lease Indenture; and (d)
certain events of bankruptcy or insolvency involving OPC Scherer 1997 Funding
Corporation. (Collateral Trust Indenture, Section 8.01.) OPC Scherer 1997
Funding Corporation has agreed in the Collateral Trust Indenture that it will
not dissolve or liquidate or institute any proceedings to be adjudicated
bankrupt or insolvent or consent to the institution of bankruptcy or insolvency
proceedings against it. (Collateral Trust Indenture, Section 5.08.) Oglethorpe,
the Lessors, the Equity Investors, the Lease Indenture Trustees and the
Collateral Trust Trustee have agreed in the respective Participation Agreements
that none of them will file, or participate in the filing of, a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of OPC
Scherer 1997 Funding Corporation or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of OPC Scherer 1997 Funding
Corporation or of any substantial part of their respective properties, or
ordering the winding up or liquidation of their respective affairs.

Upon the occurrence of an Event of Default under the Collateral Trust
Indenture (except in the case of an Event of Default under any Lease Indenture),
the Collateral Trust Trustee may, and upon the direction of not less than a
majority in principal amount of the Facility Bonds outstanding shall, declare
all Facility Bonds due and payable. In the case of an Event of Default based on
an Event of Default under any Lease Indenture (including an Event of Default
which has resulted in a default in payment of the Facility Bonds) under
circumstances in which there has been an acceleration of the maturity of the
Refunding Lessor Notes issued under all the Lease Indentures, the Collateral
Trust Trustee also is required to declare all the Facility Bonds to be
immediately due and payable. However, no declaration will be made in the case of
a payment default which results directly from a failure by Oglethorpe to make a
payment under a Lease until such time as the Lessor has been given an
opportunity to exercise its rights, if any, to cure such default under the
related Lease Indenture, nor will a declaration be made if an Event of Default
occurs under a Lease Indenture under circumstances where an Event of Default has
not occurred and been continuing under all the Lease Indentures. (See "--Special
Mandatory Redemption with Premium" above and "DESCRIPTION OF THE LEASE
INDENTURES--Rights of Lessors to Cure and Purchase Lessor Notes.") In addition,
upon the happening and continuance of an Event of Default or a default under any
Lease Indenture or any Event of Loss with respect to Scherer Unit No. 2, if the
Collateral Trust Trustee is deemed to have notice thereof, the Collateral Trust
Trustee will be required to give notice to the Facility Bondholders of such fact
in accordance with the provisions of the Collateral Trust Indenture and,
thereafter, except as provided in the last sentence of this paragraph, each such
Facility Bondholder will have the right to direct the Collateral Trust Trustee,
as a holder of the Refunding Lessor Note issued under such Lease Indenture, to
vote the principal amount of such Refunding Lessor Note equal to the principal
amount of the Facility Bonds owned by such Facility Bondholder in favor of
directing the applicable Lease Indenture Trustee (a) to declare all Lessor
Notes, including the Refunding Lessor Note, issued under such Lease Indenture to
be immediately due and payable (to the extent not previously so declared), in
the case of an Event of Default under a Lease Indenture, and (b) to take other
specific action or refrain from taking action, or to exercise remedies, all as
permitted under the terms of such Lease Indenture. Under each Lease Indenture,
the applicable Lease Indenture Trustee will be required to act with respect to
such matters upon direction of the holders of a majority in principal

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amount of all Lessor Notes outstanding thereunder which, until such time, if
any, that Additional Notes are issued under such Lease Indenture, will mean a
majority in aggregate principal amount of the Facility Bonds outstanding as a
result of the pass-through voting mechanism described above. To the extent an
Event of Default occurs under a Lease Indenture under circumstances where an
Event of Default has not occurred and been continuing under all the Lease
Indentures, the Collateral Trust Trustee will be required to take certain action
in respect of the Refunding Lessor Note then in default, including making demand
upon the applicable Lease Indenture Trustee for such Refunding Lessor Note (i)
to cause the principal of such defaulted Refunding Lessor Note to be declared
immediately due and payable, (ii) to terminate any Lease which is then in
default and demand redelivery of the related undivided ownership interest in
Scherer Unit No. 2, (iii) to demand payment from Oglethorpe of all rent then due
under any defaulted Lease, including a stipulated amount calculated to be at
least sufficient to pay such defaulted Refunding Lessor Note in full and (iv) to
commence appropriate legal proceedings against Oglethorpe for recovery of the
amounts demanded. (Collateral Trust Indenture, Sections 8.02, 9.02 and 3.03.)

No registered owner of any Facility Bond shall have any right to institute
any suit, action or proceeding in equity or at law for the foreclosure of the
Collateral Trust Indenture, for the appointment of a receiver or for the
enforcement of any remedy unless the Collateral Trust Trustee shall have been
notified of a continuing Event of Default, the holders of not less than 25% in
aggregate principal amount of Facility Bonds then outstanding shall have made
written request to the Collateral Trust Trustee and shall have offered indemnity
as provided in the Collateral Trust Indenture, the Collateral Trust Trustee
shall have failed to act for 60 days thereafter and no inconsistent direction
shall have been received from the holders of not less than a majority in
aggregate principal amount of the Facility Bonds outstanding during such 60 day
period. Nothing contained in the Collateral Trust Indenture, however, affects or
impairs the right of any Facility Bondholder to enforce the payment of the
principal of, or premium, if any, or interest on, any Facility Bond at and after
the maturity thereof. (Collateral Trust Indenture, Sections 8.09 and 8.11.)
Except in the case of a Default in the payment of principal of or premium, if
any, or interest on any Facility Bond, the Collateral Trust Trustee shall be
protected in withholding notice to the Facility Bondholders of any Default if it
in good faith determines that the withholding of such notice is in the interests
of the Facility Bondholders.

Oglethorpe and OPC Scherer 1997 Funding Corporation will each be required to
deliver annually to the Collateral Trust Trustee a written statement of their
respective officers to the effect that all of their respective obligations under
the Collateral Trust Indenture during such year have been fulfilled, or if there
has been a default in the fulfillment of any such obligation, specifying each
such default and the nature and status thereof. (Collateral Trust Indenture,
Section 5.09.)

RESCISSION OF ACCELERATION

If, after the principal of the Facility Bonds has been declared to be due
and payable by an acceleration and before any sale of the pledged property, all
arrears of interest and the principal and premium, if any, on all the Facility
Bonds then outstanding which shall have become due and payable otherwise than by
acceleration and all other sums payable under the Collateral Trust Indenture are
paid, all other matters in default under the Collateral Trust Indenture have
been cured or waived and all charges of the Collateral Trust Trustee are paid,
then the holders of a majority in principal amount of the Facility Bonds
outstanding may rescind and annul such declaration and its consequences by
written notice to OPC Scherer 1997 Funding Corporation and the Collateral Trust
Trustee. Such annulment will be binding upon all holders of the Facility Bonds.
However, no such annulment will extend to or affect any subsequent default or
impair any right or remedy consequent thereon, and no such annulment can take
place unless all declarations of acceleration of Lessor Notes theretofore given
have been annulled in accordance with the terms of the Lease Indenture.
(Collateral Trust Indenture, Section 8.02.)

The Collateral Trust Trustee will be required to rescind any declaration of
acceleration of the principal of and interest on the Facility Bonds as a
consequence of an Event of Default under the

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Collateral Trust Indenture which results from an "Event of Default" under any
Lease and which results in the subsequent acceleration of the Refunding Lessor
Note issued under the related Lease Indenture, if the declaration of the
Refunding Lessor Note has been rescinded in accordance with the terms of such
Lease Indenture and the conditions set forth in the immediately preceding
paragraph have been met. In case of any rescission, OPC Scherer 1997 Funding
Corporation, Oglethorpe, the Collateral Trust Trustee and the Facility
Bondholders will be restored to their former positions and rights, but no
rescission will extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. (Collateral Trust Indenture, Section 8.02.)

VOTING OF LESSOR NOTES

The Collateral Trust Trustee, as holder of the Refunding Lessor Notes, will
have certain rights to vote and give consents and waivers in respect of such
Refunding Lessor Notes and the Lease Indentures. The Collateral Trust Indenture
provides that the Collateral Trust Trustee may not direct any action or cast any
votes as the holder of the Refunding Lessor Notes except that the Collateral
Trust Trustee will be required to take certain action (i) as described above
when a default has occurred under less than all the Lease Indentures and (ii) as
directed by Facility Bondholders. Upon receiving directions from Facility
Bondholders, all such directions must be given to the applicable Lease Indenture
Trustee, as permitted by the Lease Indentures. The principal amount of the
Refunding Lessor Notes directing any action or being voted for or against any
proposal or not being voted will be proportionate to the principal amount of
Facility Bonds taking the corresponding position. (Collateral Trust Indenture,
Section 3.03.)

SUPPLEMENTAL INDENTURES

OPC Scherer 1997 Funding Corporation, Oglethorpe and the Collateral Trust
Trustee may enter into indentures supplemental to the Collateral Trust Indenture
without the consent of, or notice to, the holders of the Facility Bonds for any
one or more of the following purposes: (i) to evidence the succession of another
corporation to Oglethorpe and the assumption by any such successor of the
covenants of Oglethorpe in the Collateral Trust Indenture, or to evidence the
succession of another corporation to OPC Scherer 1997 Funding Corporation and
the assumption by such successor of the covenants of OPC Scherer 1997 Funding
Corporation contained in the Collateral Trust Indenture and the Facility Bonds;
(ii) to add to the covenants of Oglethorpe or OPC Scherer 1997 Funding
Corporation, for the benefit of the holders of the Facility Bonds, or to
evidence the surrender of any right or power conferred in the Collateral Trust
Indenture upon Oglethorpe or OPC Scherer 1997 Funding Corporation; (iii) to
convey, transfer and assign to the Collateral Trust Trustee and to subject to
the lien of the Collateral Trust Indenture, additional properties or assets, and
to correct or amplify the description of any property at any time subject to the
lien of the Collateral Trust Indenture or better to assure, convey and confirm
to the Collateral Trust Trustee any property subject or required to be subject
to the lien of the Collateral Trust Indenture; (iv) to cure any ambiguity, to
correct or supplement any provision in the Collateral Trust Indenture which may
be defective or inconsistent with any other provision therein, or to make any
other provisions with respect to matters or questions arising under the
Collateral Trust Indenture, in each case so long as such action does not in the
opinion of Oglethorpe adversely affect the interests of the applicable Facility
Bondholders in any material respect; (v) to evidence the succession of a new
Collateral Trust Trustee; (vi) to provide for the issuance of one or more
additional series of bonds pursuant to the Collateral Trust Indenture; (vii) to
permit or facilitate the issuance of bonds in uncertificated form; (viii) to
change or eliminate any provision of the Collateral Trust Indenture, so long as
if such change or elimination shall materially adversely affect the interests of
the holders of any bonds, such change or elimination shall become effective with
respect to such bonds only when no such bonds remain Outstanding; or (ix) to
qualify the Collateral Trust Indenture under the TIA. In addition, OPC Scherer
1997 Funding Corporation, Oglethorpe and the Collateral Trust Trustee may enter
into indentures supplemental to the Collateral Trust Indenture without the
consent of, or notice to, the holders of the Facility Bonds if the TIA is
further amended after the date of execution of the Collateral Trust

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Indenture, for the purpose of evidencing any such amendments that (i) require
changes to or the inclusion of additional provisions in the Collateral Trust
Indenture or (ii) permit changes to, or the elimination of, any provisions which
as of the date of execution of such Collateral Trust Indenture was required by
the TIA to be contained in the Collateral Trust Indenture. (Collateral Trust
Indenture, Sections 2.01 and 11.01.) The Collateral Trust Indenture will provide
for the issuance of additional bonds, in one or more series, in connection with
the issuance of additional Lessor Notes by the Lessors under the Lease
Indentures. If additional bonds are issued, all bonds outstanding under the
Collateral Trust Indenture including the Facility Bonds, would be secured
equally and ratably by all collateral pledged thereunder, including the
Refunding Lessor Notes and any additional Lessor Notes.

Exclusive of supplemental indentures for the purposes set forth in the
previous paragraph, the holders of not less than a majority in aggregate
principal amount of the Facility Bonds will have the right, from time to time,
to consent to and approve any supplemental indenture, except that, without
consent of the holders of all the Facility Bonds then outstanding affected
thereby, no such supplemental indenture may permit: (i) a change in the terms of
the Collateral Trust Indenture with respect to the time of payment of the
principal of, or any installment of interest on, or the dates or circumstances
of payment of premium, if any, on any Facility Bond or a reduction in the
principal amount of or the interest on or any premium payable upon any
redemption of any Facility Bond or change the place of payment where, or the
coin or currency in which, any Facility Bond or the premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment after the time of payment of the Facility Bond (or, in the case of
redemption, on or after the redemption date), or change the dates or amounts of
payment to be made through the operation of the sinking fund; (ii) the creation
of any lien prior or equal to the lien of the Collateral Trust Indenture with
respect to any of the Lessor Notes pledged thereunder, or terminate the lien of
the Collateral Trust Indenture on such Lessor Notes (except as permitted by the
Collateral Trust Indenture) or deprive any Facility Bondholder of the security
afforded by the Collateral Trust Indenture; (iii) a reduction in the percentage
in principal amount of the outstanding Facility Bonds, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose
holders is required for any waiver provided for in the Collateral Trust
Indenture; or (iv) modification of the above provisions or the provisions of the
Collateral Trust Indenture dealing with the rights of holders of Facility Bonds
to institute any suit, action or proceeding at law or equity. (Collateral Trust
Indenture, Section 11.02.)

No supplemental indenture can become effective unless and until OPC Scherer
1997 Funding Corporation and Oglethorpe shall have consented to the execution
and delivery thereof.

DISCHARGE OF LIEN; DEFEASANCE

The Collateral Trust Indenture will cease to be of further effect when,
among other things, (i) either all Facility Bonds theretofore authenticated and
delivered have been delivered to the Collateral Trust Trustee for cancellation
or all the Facility Bonds not theretofore delivered to the Collateral Trust
Trustee for cancellation are deemed paid as described in the following paragraph
and (ii) all other sums then due and payable thereunder have been paid.
(Collateral Trust Indenture, Section 12.01.)

The Facility Bonds shall be deemed paid if OPC Scherer 1997 Funding
Corporation deposits with the Collateral Trust Trustee, in trust, money or U.S.
Government Obligations, or a combination thereof, which through the payment of
interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments) of, and interest on, the Facility Bonds on the
dates such payments are due (including upon redemption if an irrevocable notice
of redemption has been given to the Collateral Trust Trustee) in accordance with
the terms of the Facility Bonds. To exercise such option, OPC Scherer 1997
Funding Corporation will be required to deliver to the Collateral Trust Trustee
an opinion of counsel nationally recognized in matters relating to Federal
income taxes to the effect that the deposit and related

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defeasance would not cause the holders of the Facility Bonds to recognize
income, gain or loss for Federal income tax purposes. (Collateral Trust
Indenture, Section 12.02.)

All obligations of OPC Scherer 1997 Funding Corporation for its covenants
under the Collateral Trust Indenture will be released, and the lien of the
Collateral Trust Indenture on the pledged Lessor Notes will be released, if OPC
Scherer 1997 Funding Corporation deposits with the Collateral Trust Trustee, in
trust, money or U.S. Government Obligations, or a combination thereof, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, and interest on, Facility
Bonds on the dates such payments are due (including upon redemption if an
irrevocable notice of redemption has been given to the Collateral Trust Trustee)
in accordance with the terms of the Facility Bonds. (Collateral Trust Indenture,
Section 12.03.)

THE COLLATERAL TRUST TRUSTEE

SunTrust Bank, Atlanta is the Collateral Trust Trustee under the Collateral
Trust Indenture. SunTrust Bank, Atlanta serves as the Mortgage Indenture Trustee
and as trustee for thirteen separate pollution control bond issues issued on
behalf of Oglethorpe.

The Collateral Trust Indenture provides that in the case of any Event of
Default under the Collateral Trust Indenture, the Collateral Trust Trustee must
exercise such of the rights and powers vested in it by the Collateral Trust
Indenture and must use the same degree of care and skill as a prudent man would
exercise under the circumstances in the conduct of his own affairs. The
Collateral Trust Trustee is not liable for any error of judgment made in good
faith unless the Collateral Trust Trustee was negligent in ascertaining the
pertinent facts, or any action taken or omitted to be taken by it in good faith
in accordance with the direction of the holders of a majority in principal
amount of Facility Bonds outstanding under the Collateral Trust Indenture.
Subject to such provision, the Collateral Trust Trustee is under no obligation
to exercise any of its rights and powers under the Collateral Trust Indenture at
the request of any holder of Facility Bonds unless such holder shall have
offered to the Collateral Trust Trustee reasonable security or indemnity. The
Collateral Trust Indenture provides that the Collateral Trust Trustee may
acquire and hold Facility Bonds and, subject to certain conditions, may
otherwise deal with Oglethorpe and OPC Scherer 1997 Funding Corporation with the
same rights it would have if it were not the Collateral Trust Trustee.
(Collateral Trust Indenture, Sections 9.01 and 9.03.)

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DESCRIPTION OF THE LEASE INDENTURES

The statements under this caption are summaries and do not purport to be
complete. The summaries are qualified in their entirety by reference to the
Lease Indentures, a copy of the form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part. (See "AVAILABLE
INFORMATION.") Capitalized terms used in this section but not otherwise defined
shall have the meanings set forth in the Lease Indentures.

GENERAL

The Refunding Lessor Notes were issued under four separate Amended and
Restated Indentures of Trust, Deeds to Secure Debt and Security Agreements, each
dated December 1, 1997, between the respective Lessors and the respective Lease
Indenture Trustees (the "Lease Indentures"). The Refunding Lessor Notes were
issued by the Lessors to OPC Scherer 1997 Funding Corporation, and were pledged
and assigned by OPC Scherer 1997 Funding Corporation to the Collateral Trust
Trustee for the benefit of the holders of Private Facility Bonds and Exchange
Facility Bonds.

The Refunding Lessor Notes will be payable on such dates and bear interest
at rates sufficient to make payment in full of the principal of and premium, if
any, and interest on the Facility Bonds when due. The final payment date of each
Refunding Lessor Note corresponds to the maturity date of the Facility Bonds.
Each Refunding Lessor Note will bear interest at a rate corresponding to the
stated rate on the Facility Bonds.

LIEN AND NOTES; PAYMENTS

Under each Lease Indenture, a Lessor conveyed to the applicable Lease
Indenture Trustee a security interest and security title in the undivided
ownership interest of the Lessor in Scherer Unit No. 2; the interests of such
Lessor under the related Support Agreements, Lease and other operative
agreements, the rents and other payments due under such agreements (other than
Excepted Payments), the rights of such Lessor to exercise any election, option
or determination with respect to such documents as well as certain rights upon a
default under a Lease; all rents, profits issues, royalties, products, revenues
and other benefits from property subject to the Lease Indenture, including all
of such Lessor's rights thereto; any moneys and securities required to be
deposited with such Lease Indenture Trustee and held pursuant to such Lease
Indenture; all rights of such Lessor to restitution by Oglethorpe upon the
invalidity of contracts assigned by Oglethorpe to such Lessor and all other
property, rights and privileges acquired or held by the Lessor pursuant to any
such assigned contract under the Lease Indenture; and proceeds of the foregoing
(collectively, the "Lease Indenture Estate"), subject to certain rights of such
Lessor, including certain rights to cure defaults under the Lease Indentures.
Each Lease Indenture Estate secures the repayment of the related Lessor Notes
and any advances made by the applicable Lease Indenture Trustee to protect such
Lease Indenture Estate. Each Lease Indenture Trustee holds the respective Lease
Indenture Estate for the benefit of the holders of the related Lessor Notes,
including the Collateral Trust Trustee as holders of the related Refunding
Lessor Notes.

The terms of the Lessor Notes have been established by the Lease Indentures.
The principal amount of all Lessor Notes issued and outstanding under each of
the Lease Indentures may not exceed the product of $1,000,000,000 and a
fraction, the numerator of which is the related Lessor's percentage undivided
ownership interest in Scherer Unit No. 2 and the denominator of which is 60.
(Lease Indentures, Section 2.1.) Interest on any overdue principal and, to the
extent permitted by applicable law, interest thereon is to be paid at the
respective rates set forth in each such series of Refunding Lessor Notes. (Lease
Indentures, Section 2.4.) Payments are to be made solely from the Lease
Indenture Estate. Although each Lessor has agreed to punctually pay or cause to
be paid the principal of and premium, if any, and interest on all Lessor Notes
according to the applicable Lease Indenture, neither

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such Lessor, the applicable Equity Investor nor the applicable Lease Indenture
Trustee has any obligation in respect of the Lessor Notes except from the Lease
Indenture Estate. (Lease Indentures, Section 2.5.) All payments are to be made
on the date such payment is due by mailing a check payable in New York Clearing
House funds or in the manner specified by the holder of each Lessor Note,
subject to certain conditions contained in the Lease Indentures. Each Refunding
Lessor Note provides that, unless otherwise directed by the holder thereof,
payments shall be made by wire transfer to the holder in immediately available
funds. A payment to be made by wire transfer may be made on the next business
day if funds are received by the Lease Indenture Trustee after 10:00 a.m., New
York City time. (Lease Indentures, Section 2.6.) Subject to other provisions of
the Lease Indentures discussed below, payments are to be applied first to
accrued interest (including interest on overdue principal and, to the extent
permitted by applicable law, overdue interest), then to principal and premium,
if any, then due under the Lessor Notes, and then, to the extent permitted by
the Lease Indentures, to the prepayment of principal and premium, if any. (Lease
Indentures, Section 2.7.)

PREPAYMENT

The Refunding Lessor Notes are prepayable in the circumstances described
above under "DESCRIPTION OF THE FACILITY BONDS--Special Mandatory Redemption at
Par" and "--Special Mandatory Redemption with Premium" and in connection with a
defeasance of the Facility Bonds. The redemption price in each such event will
be equal to the principal amount of the Refunding Lessor Notes plus the premium,
if any, and accrued interest on the Refunding Lessor Notes to the date fixed for
repayment, which amounts in the aggregate will equal the amount then payable on
the Facility Bonds. In addition, each Refunding Lessor Note are prepayable upon
the receipt of moneys by reason of acceleration of such Refunding Lessor Note
following an Event of Default under the respective Lease Indenture. Amounts
received by reason of a prepayment (other than by reason of acceleration upon a
default or by reason of Oglethorpe assuming the obligations and liabilities of
the applicable Lessor as a result of the applicable Lessor becoming subject to
certain regulations relating to public utilities) are to be applied first to
reimburse the applicable Lease Indenture Trustee for any unpaid fees and
expenses, then to pay the principal of and premium, if any, and interest on the
applicable Lessor Notes, ratably among the holders of such Lessor Notes, then to
make any indemnification payment to the holders of such Lessor Notes, and
finally to such Lessor for distribution to the related Equity Investors. (Lease
Indentures, Section 3.2.)

ADDITIONAL LESSOR NOTES

Additional Notes may be issued under and secured by each Lessor's Lease
Indenture, at any time or from time to time, (i) for the purpose of refinancing
any previously issued Lessor Notes, including the Refunding Lessor Notes,
subject to the terms of the Lease Indenture; (ii) to provide funds to the Equity
Investors in connection with certain requirements of the related Tax
Indemnification Agreement; and (iii) to provide funds for Capital Improvements.
Before any Additional Notes may be issued, each Lessor must deliver to the
related Lease Indenture Trustee, at least 15 days, but not more than 30 days,
prior to their issuance, a request and authorization to issue such Additional
Notes, setting forth the amount of such Additional Notes and a certification
that the terms of the Additional Notes are not inconsistent with the Lease
Indenture. All such Additional Notes will rank PARI PASSU with all other Lessor
Notes issued under such Lease Indenture and must be payable not later than the
last day of the basic term of the Leases. In the case of Additional Notes issued
for the purposes set forth in (ii) above, the aggregate principal amount of all
Lessor Notes, including the proposed additional Lessor Notes, issued and
outstanding may not exceed 80% of the Lessor's Cost. (See "DESCRIPTION OF THE
LEASES--Term and Rentals.") No Additional Notes to be issued for the purpose set
forth in (iii) above may be issued: (1) if the aggregate principal amount of all
Lessor Notes issued and outstanding under such Lease Indenture (including the
proposed Additional Notes) exceeds an amount equal to 80% of the sum of (A) the
Lessor's Cost, (B) such Lessor's share of the cumulative cost of all additions
and improvements

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theretofore incorporated or installed in Scherer Unit No. 2 during the term of
the Lease and financed by such Lessor or with Lessor Notes, and (C) such
Lessor's share of the cost of the additions and improvements proposed to be
financed with such Additional Notes; or (2) if the aggregate principal amount of
all Additional Notes issued under such Lease Indenture for the purpose set forth
in (iii) above (including the proposed Additional Notes) exceeds an amount equal
to 80% of the sum of (A) such Lessor's share of the cumulative cost of all
additions and improvements theretofore incorporated or installed in Scherer Unit
No. 2 during the term of the Lease and (B) the cost of the additions and
improvements proposed to be financed with such Additional Notes. (Leases,
Section 10.2; Lease Indentures, Section 2.12.)

As a further condition to the issuance of Additional Notes for the purposes
set forth in (ii) and (iii) above, at least ten days must have passed from the
time the applicable Lease Indenture Trustee shall have given notice to holders
of the applicable Lessor Notes of the proposed issuance of such Additional
Notes, and the holders of a majority in principal amount of such Lessor Notes
shall not have notified such Lease Indenture Trustee that certain requirements
for issuing Additional Notes have not been met and directing such Lease
Indenture Trustee not to allow the issuance of such Additional Notes. (Lease
Indentures, Section 2.12.) In addition, in the case of Additional Notes issued
for the purposes set forth in (ii) and (iii) above, the Lease Indenture Trustee
shall have received a certificate of Lessee's independent public accountants
verifying the calculations set forth in the related Lease Indenture plus, in the
case of (iii), a certificate of an engineer, appraiser or other expert to the
effect that the fair market value of all Capital Improvements as of their
respective dates of incorporation or installation was not less than the cost of
such Capital Improvements as of such dates.

EVENTS OF DEFAULT

"Events of Default" under each Lease Indenture include: (i) any "Event of
Default" under the related Lease (other than the failure of Oglethorpe to pay
any Excepted Payment), subject to the rights of the related Lessor to cure
defaults in the payment of rent and to purchase Lessor Notes upon the occurrence
of an "Event of Default" by Oglethorpe under its Lease with such Lessor as
described below; (ii) a failure by such Lessor to make any payment in respect of
the principal of or premium, if any, or interest on the Lessor Notes within
three business days after the same shall have become due; (iii) a failure by the
Lessor or by Wilmington Trust Company or NationsBank, N.A., as successor by
merger to The Citizens and Southern National Bank, individually, to perform or
observe any covenant, condition or agreement to be performed or observed by it
under the Lease Indenture, to discharge any Lessor's liens or to give notice of
a change in its principal place of business, or a failure by the related Equity
Investor to remove any Equity Investor's liens or to remove the Lessor in
certain events, if any such failure shall continue for a period of 30 days after
notice thereof shall have been given to the related Lessor, Equity Investor and
Lessee by the related Lease Indenture Trustee, specifying such failure and
requiring it to be remedied; (iv) certain events of bankruptcy or insolvency
shall have occurred in respect of the trust established under the related Trust
Agreement or the related Equity Investor; and (v) the Lessor shall fail to pay
certain taxes not being contested in good faith and such failure continues for
20 business days after notice shall have been given to the Lessor. (Lease
Indentures, Section 4.1.)

RIGHTS OF LESSOR TO CURE AND PURCHASE LESSOR NOTES

Each Lease Indenture provides that an "Event of Default" thereunder that
results from a nonpayment of rent under the related Lease is to be deemed cured
if the Lessor thereunder shall have paid, within ten business days after receipt
by such Lessor and the related Equity Investor of notice or actual knowledge of
such nonpayment, an amount equal to the principal of or premium, if any, and
interest on the Lessor Notes then due (otherwise than by declaration of
acceleration), plus any interest on such amount on account of the delayed
payment thereof, unless, if such nonpayment is of basic rent, Oglethorpe shall
have failed to make all payments of basic rent (i) on three consecutive
semiannual

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basic rent payment dates or (ii) on any six due dates during the term of the
Lease. (Lease Indentures, Section 4.3(a).) Each Lease Indenture also provides
that an Event of Default that results from the failure of Oglethorpe to perform
any other obligation relating to its interest in Scherer Unit No. 2 (including,
without limitation, the payment of all amounts other than basic rent required to
be paid by Oglethorpe) is deemed cured if the related Lessor shall have
performed such obligation within ten business days after receipt by such Lessor
of notice of the occurrence of such failure. (Lease Indentures, Section 4.3(b).)

Upon any such payment of rent or performance of Oglethorpe's obligations,
such Lessor shall be subrogated to the rights of the applicable Lease Indenture
Trustee and the holders of the applicable Lessor Notes to payment of rent from
Oglethorpe as reimbursement, to the extent set forth in such Lease Indenture,
but such Lessor shall not obtain any lien on the applicable Lease Indenture
Estate for such reimbursement. (Lease Indentures, Section 4.3(c).) Even if
Oglethorpe later pays such rent, the Lease Indenture Trustee shall not remit
such payment to such Lessor if any Lease Default or Event of Default has
occurred and is continuing or the payment of the principal of, and premium if
any, and interest on any Note is overdue.

If an "Event of Default" under any Lease Indenture based solely upon an
"Event of Default" under the related Lease has occurred and is continuing, and
if the related Lessor Notes have been accelerated and such acceleration has not
been rescinded, the related Lessor, within 20 days after receiving notice from
the related Lease Indenture Trustee of such acceleration, may give written
notice to such Lease Indenture Trustee of its intention to purchase all of such
Lessor Notes. Each holder of a Lessor Note issued by such Lessor then will be
required to sell such Lessor Note and its interest in such Lease Indenture to
such Lessor if (i) within ten business days after such notice, such Lessor
tenders an amount equal to all of the aggregate unpaid principal of and premium,
if any, and interest on all of the unpaid Lessor Notes issued by such Lessor
plus all other amounts, including interest on the overdue amounts, which would
then be payable to the holders of such Lessor Notes in the case of an Event of
Default under the Lease Indenture and (ii) such conveyance is not in violation
of applicable law. (Lease Indentures, Section 4.3(e).) All amounts so paid to
the Collateral Trust Trustee, as the holder of the Refunding Lessor Notes, will
be immediately applied to the payment of the Facility Bonds.

If an "Event of Default" has occurred under any Lease, the Lessor thereunder
also shall have the right to terminate that Lease and arrange for the
substitution of another party as lessee under a new lease substantially similar
to such Lease, subject to (i) any "Event of Default" under the related Lease
Indenture having been cured by such Lessor as described above, (ii) such
substituted lessee having assumed all of the obligations of Oglethorpe under
such Lease; (iii) such lessee being GPC, MEAG or Dalton or a person having an
assigned credit rating from Moody's Investors Service, Inc. or Standard & Poor's
Rating Services equal to or better than "A1" or "AA-," respectively, and (iv)
such lessee making an irrevocable commitment to assume the lease obligation
within two months after the occurrence of the "Event of Default" under such
Lease and actually assuming such obligation within six months of such
occurrence. In such event, such substituted lease shall be deemed the Lease
subject to the lien of applicable Lease Indenture. (Lease Indentures, Section
4.3(f).) Under each Lease, the applicable Lessor will be obligated to attempt to
lease its undivided ownership interest to GPC, MEAG, or Dalton or a utility with
a net worth of at least $200,000,000 or an electric cooperative with a net worth
of at least $25,000,000 for 30 days prior to the exercise of any of the Lessor's
remedies under such Lease. (See "DESCRIPTION OF THE LEASES--Events of Default.")

NOTICE OF EVENTS OF DEFAULT; ACTION BY TRUSTEE; WAIVER

Each Lease Indenture requires the related Lessor to give the related Lease
Indenture Trustee, Oglethorpe and the related Equity Investor prompt written
notice of each "Event of Default" or default under the related Lease Indenture
or Event of Loss with respect to Scherer Unit No. 2, to the extent it has actual
knowledge thereof. In the event a Lease Indenture Trustee has actual knowledge
of an "Event of Default" or default under the related Lease Indenture or such an
Event of Loss, such Lease Indenture

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Trustee will be required to give prompt written notice thereof to the related
Lessor, Oglethorpe and each holder of a related Lessor Note, including the
Collateral Trust Trustee as holder of the Refunding Lessor Notes. Subject to the
terms of each Lease Indenture relating to the enforcement of remedies and the
rights of a Lease Indenture Trustee to indemnification in the taking of any
action, and further subject to the right of each Lessor to cure defaults and to
purchase its Lessor Notes as described above, a Lease Indenture Trustee will be
required to take such action (including the waiver of past defaults), or refrain
from taking such action, with respect to any such "Event of Default," default
under the related Lease Indenture or Event of Loss as it shall be directed by a
majority in interest of the Noteholders (a "Directive"), which, during such time
as the Refunding Lessor Notes are the only outstanding Lessor Notes, means a
majority in principal amount of the Facility Bonds. (See "DESCRIPTION OF THE
FACILITY BONDS--Voting of Lessor Notes.") If a Lease Indenture Trustee has not
received directions as above provided within 20 days after the mailing by such
Lease Indenture Trustee of notice of such "Event of Default," default under the
Lease Indenture or Event of Loss, such Lease Indenture Trustee may, but will not
be required to, take such action, or refrain from taking such action, as it
deems advisable in the best interests of holders of the related Lessor Notes,
subject to the subsequent receipt of a Directive from holders of Lessor Notes as
above provided. (Lease Indentures, Section 5.1.)

A Lease Indenture Trustee may, and upon receipt of a Directive shall, waive
any past "Event of Default" or default under the related Lease Indenture except
a default or an "Event of Default" (i) in the payment of the principal of or
premium, if any, or interest on any Lessor Note or (ii) in respect of a covenant
or provision of such Lease Indenture which under the Lease Indenture cannot be
modified or amended without the consent of each holder of a Lessor Note issued
under such Lease Indenture then outstanding. (Lease Indentures, Section 4.14.)

ACCELERATION; RESCISSION

If an "Event of Default" shall have occurred and be continuing under any
Lease Indenture, a Lease Indenture Trustee may, or upon receipt of a Directive
shall, declare the unpaid principal amount of all Lessor Notes under that Lease
Indenture, with accrued interest and premium, if any, thereon, to be due and
payable, subject to the right of the related Lessor to cure such "Event of
Default" as described above. (Lease Indentures, Section 4.2 and 5.1.) The
holders of such Lessor Notes by a Directive may rescind and annul any such
declaration at any time if (i) all amounts of principal of and premium, if any,
and interest which are then due and payable (otherwise than by declaration of
acceleration), together with interest on such overdue amounts and all other sums
payable (including all costs and expenses incurred in connection therewith),
shall have been paid and (ii) every other Event of Default under the Lease
Indenture shall have been remedied. (Lease Indentures, Section 4.4.)

REMEDIES

Each Lease Indenture provides that, if an "Event of Default" under such
Lease Indenture has occurred and is continuing, the related Lease Indenture
Trustee may exercise certain rights or remedies available to it under applicable
law, including the public sale under power of sale of the undivided ownership
interest in Scherer Unit No. 2 of the related Lessor and, if an "Event of
Default" under the related Lease has occurred, one or more of the remedies with
respect to such Lessor's undivided ownership interest in Scherer Unit No. 2
afforded to the Lessor by the Lease for "Events of Default" thereunder. (See
"DESCRIPTION OF THE LEASES--Events of Default".) Such remedies may be exercised
by a Lease Indenture Trustee to the exclusion of that Lessor and, to the extent
there is an "Event of Default" under that Lease, to the exclusion of Oglethorpe.
(Lease Indentures, Section 4.2.) Any undivided ownership interest in Scherer
Unit No. 2 sold in the exercise of such remedies will be sold free and clear of
any rights of those parties, including the rights of Oglethorpe under the Lease,
provided that no exercise of any remedies by the Lease Indenture Trustee may
affect the rights of Oglethorpe under the

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Lease unless an "Event of Default"under the Lease has occurred and is
continuing. (Lease Indentures, Section 4.6.)

If an "Event of Default" under any Lease Indenture occurs and is continuing,
any sums held or received by the related Lease Indenture Trustee thereunder may
be applied to reimburse the Lease Indenture Trustee for any expense or other
loss incurred by it and to pay its fees and any other amounts due to such Lease
Indenture Trustee prior to any payments to holders of Lessor Notes. (Lease
Indentures, Section 3.3.) If the remaining amounts available are not sufficient
to pay the holders of Lessor Notes issued under such Lease Indenture in full,
they will be paid ratably, in proportion to the principal amounts of their
respective Lessor Notes.

RIGHTS OF LESSOR

The Lessor under each Lease at all times has, among other things, the right,
to the exclusion of the related Lease Indenture Trustee, to demand and receive
payment of, and to commence an action at law to obtain payment of, Excepted
Payments (but Lessor will have no remedy or right with respect to any such
payment against the related Lease Indenture Estate nor any right to collect any
such payment by the exercise of certain remedies specified in the related
Lease), to adjust Basic Rent, Stipulated Loss Value and Termination Values under
the related Lease (subject to certain limitations), and, in certain
circumstances, to exercise its rights with respect to appraisals. Any such
adjustments, however, shall not result in the amount of each basic rent payment
on each basic rent payment date being at least equal to the aggregate amount of
all principal, premium, if any, and accrued interest payable on such payment
date on all Lessor Notes then outstanding under such Lease Indenture or
Stipulated Loss Value and Termination Value (together with all other amounts
required to be paid by Lessee under the Lease in respect of any Event of Loss or
purchase of the Undivided Interest) than the amount sufficient, as of the date
of payment, to pay in full, the principal of, premium, if any, and interest on
all Lessor Notes outstanding on such date of payment. The Lessor also has the
right at all times, not to the exclusion of the related Lease Indenture Trustee,
to receive notices, opinions and other materials from Oglethorpe, to inspect
Scherer Unit No. 2, the Scherer Unit No. 2 Site and the Scherer Common
Facilities pursuant to the related Lease, to obtain additional insurance and, in
certain circumstances, to perform the obligations of Oglethorpe under such
Lease.

As long as the Lessor Notes have not been accelerated and a Lease Indenture
Trustee has not exercised its remedies under the related Lease Indenture, the
related Lessor may, to the exclusion of such Lease Indenture Trustee, exercise
its rights under the related Lease with respect to renewals, purchase options,
early termination, redelivery of the undivided ownership interest in Scherer
Unit No. 2, Supplemental Financings and, in certain circumstances, payment of
Stipulated Loss Value upon an Event of Loss. (See "DESCRIPTION OF THE
LEASES--Redelivery," "--Alterations and Improvements," "--Optional Termination
for Obsolescence," "--Purchase and Renewal Options" and "--Events of Loss.") In
such circumstances, such Lessor may also exercise certain other rights jointly
with the related Lease Indenture Trustee. A Lease Indenture Trustee may
terminate the exercise of any of the foregoing rights by notice to the related
Lessor if an "Event of Default" under the related Lease Indenture has occurred.
(Lease Indentures, Section 5.6.)

AMENDMENTS AND SUPPLEMENTS

Each Lease Indenture Trustee may amend or supplement its Lease Indenture
with the consent of the related Lessor but without the consent of the holders of
any Lessor Notes (including the Collateral Trust Trustee, as the holders of the
Refunding Lessor Notes), in order to (i) evidence the succession of any person
as Lessor or the appointment of any additional or successor Lease Indenture
Trustee; (ii) confirm or amplify the description of any property at any time
subject to the lien of such Lease Indenture or convey, transfer, assign,
mortgage or pledge any property to or with the Lease Indenture Trustee; (iii)
provide for and evidence the creation and issuance of Additional Notes in
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the terms of such Lease Indenture; (iv) cure any ambiguity in, correct or
supplement any defective or inconsistent provision of, or add to or modify any
other provisions and agreements in, such Lease Indenture in any manner that will
not in the judgment of the Indenture Trustee materially adversely affect the
interests of the holders of such Lessor Notes; (v) grant or confer upon such
Lease Indenture Trustee for the benefit of the holders of any Lessor Notes any
additional rights, remedies, powers, authority or security which may be lawfully
granted or conferred and which are not contrary or inconsistent with such Lease
Indenture; (vi) add to the covenants or agreements to be observed by the related
Lessor and which are not contrary to such Lease Indenture or surrender any right
or power of such Lessor with its consent; (vii) if required by applicable law,
qualify such Lease Indenture under the TIA; or (viii) enter into any indenture
or indentures supplemental thereto or any amendment, modification, supplement or
waiver or consent to any Operative Document so long as it shall not, in the
opinion of such Indenture Trustee, materially adversely effect the interest of
the holders of such Lessor Notes. (Lease Indentures, Section 8.2.)

Except as described in the preceding paragraph, no amendment or supplement
to a Lease Indenture or to any of the agreements forming a part of the security
for the Lessor Notes, including the related Lease and Support Agreements, may be
made except upon receipt of a Directive. In addition, the Lessor and the holders
of the Lessor Notes representing 100% of the outstanding principal amount of the
Lessor Notes (determined in the same manner as the determination of a
Directive), including the Collateral Trust Trustee, as holder of the Refunding
Lessor Notes, must consent to any amendment of such agreements which will (i)
modify the net lease nature of Oglethorpe's obligations, the quiet enjoyment
provisions of the related Lease, the restriction on liens under such Lease, the
definitions of default, "Event of Default," "Lease Default," "Lease Event of
Default," "Indenture Event of Default," "Indenture Default," "Majority in
Interest of Noteholders" and "Excepted Payments" or the percentage of
Noteholders required to take or approve any action under such Lease and related
Lease Indenture, or the percentage of holders of related Lessor Notes required
to direct the related Lease Indenture Trustee to take action or to consent to an
amendment; (ii) change the amount or time of payment under any Lessor Note or
change the rate or manner of calculation of interest payable thereunder; (iii)
modify or alter the manner of payment specified in the related Lease Indenture;
(iv) reduce, modify or amend the indemnities under the related Participation
Agreement; (v) change the nature, amount or timing of any payments due under the
related Lease; (vi) consent to any assignment of such Lease not permitted
thereby or any sublease by Oglethorpe or any reduction in Oglethorpe's
obligations thereunder; (vii) reduce the term of the related Lease or any
related Support Agreements; (viii) change the nonrecourse nature of the
obligations of the related Lessor; (ix) alter the effect of the consent to the
Sale and Leaseback Transactions of the RUS; or (x) otherwise in the judgment of
the Lease Indenture Trustee materially adversely affect the rights of any holder
of a Lessor Note, permit the creation of a lien on the Indenture Estate or
deprive the Noteholder of the benefit of the lien of the Lease Indenture. (Lease
Indentures, Section 8.1.)

LIMITATION OF LIABILITY OF LESSORS

The Refunding Lessor Notes which secure the Facility Bonds will not be
direct obligations of, or guaranteed by, Oglethorpe, any Equity Investor or
Wilmington Trust Company, NationsBank, N.A. or its agent, The Bank of New York.
None of the Equity Investors, Wilmington Trust Company, NationsBank, N.A. or its
agent, The Bank of New York, or any Lease Indenture Trustee will be liable to
any holder of a Refunding Lessor Note or a Facility Bond or, in the case of the
Equity Investors and Wilmington Trust Company and NationsBank, N.A. or its
agent, The Bank of New York to the Lease Indenture Trustees, for any amounts
payable under the Refunding Lessor Notes or, except as provided in the Lease
Indentures, for any liability under the Lease Indentures. All payments of
principal of and premium, if any, and interest on the Refunding Lessor Notes
will be made only from the assets subject to the lien of the respective

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Lease Indentures or the income and proceeds received by the related Lease
Indenture Trustee therefrom (including basic rent and certain other amounts
payable by Oglethorpe under the Lease). (Lease Indentures, Section 2.5.)

DISCHARGE OF LIEN AND DEFEASANCE OF LESSOR NOTES

Each Lease Indenture provides that if the related Lessor Notes, including
the related Refunding Lessor Note, shall have become due and payable in
accordance with their terms or otherwise or when provision has been made for
such payment and the whole amount of the principal of and premium, if any, and
interest on such Lessor Notes then outstanding shall be paid and all other sums
secured by or otherwise required to be paid under the related Leases, then the
related Lease Indenture Trustee shall take all actions necessary to terminate
and discharge the lien created thereby. (Lease Indentures, Sections 5.3 and
9.1.) Upon such payment of any Lessor Note, such Lessor Note shall no longer be
secured by or entitled to the benefits of the related Lease Indenture. Lessor
Notes shall be deemed paid if there shall be deposited with the Lease Indenture
Trustee, in trust, money or U.S. Government Obligations, which will provide
moneys, without reinvestment, sufficient to pay the principal of and premium, if
any, and interest due on such Lessor Notes on and prior to the redemption date
or maturity date thereof.

LEASE INDENTURE TRUSTEES

The Bank of New York Trust Company of Florida, N.A., as successor trustee to
Wachovia Bank of Georgia, N.A., is the Lease Indenture Trustee under each of the
Lease Indentures. The Bank of New York, an affiliate of The Bank of New York
Trust Company of Florida, N.A., has guaranteed the obligations of The Bank of
New York Trust Company of Florida, N.A. If an "Event of Default" under any Lease
Indenture occurs and is continuing, any sums held or received by the related
Lease Indenture Trustee may be applied to the payment of obligations incurred by
such Lease Indenture Trustee prior to any payments to holders of the related
Lessor Notes. (Lease Indentures, Section 3.3.) Each Lease Indenture provides
that the related Lease Indenture Trustee shall not be answerable or accountable
under any circumstances, unless for its own willful misconduct or gross
negligence, and except for liabilities on account of representations, warranties
or covenants made by it in its individual capacity. Each Lease Indenture further
provides that, in the case of any "Event of Default" under such Lease Indenture,
the related Lease Indenture Trustee shall exercise such of the rights and
remedies vested in it by such Lease Indenture and shall use the same degree of
care in their exercise as a prudent man would exercise or use in the
circumstances in the conduct of his own affairs. (Lease Indentures, Section
6.1.)

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DESCRIPTION OF THE LEASES

The statements under this caption are summaries and do not purport to be
complete. The summaries are qualified in their entirety by reference to the
Leases, a copy of the form of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. (See "AVAILABLE
INFORMATION.")

TERM AND RENTALS

The Lessors have acquired separate undivided ownership interests in Scherer
Unit No. 2 aggregating 60% of such unit and are leasing such interests to
Oglethorpe pursuant to separate Leases, each having a lease term expiring on
June 30, 2013, unless earlier terminated or extended as described below (40% of
such unit is owned by GPC, MEAG and Dalton). Basic rent is required to be paid
by Oglethorpe under the Leases in immediately available funds before 10:00 a.m.
local time at the place of payment on each June 30 and December 31, unless the
scheduled due date is not a business day, in which case such basic rent is
required to be paid in immediately available funds before 10:00 a.m. local time
on the next business day. (Leases, Section 3.6). The basic rent payable under
each Lease on each payment date is required to be at least equal to the
installment of principal and interest payable on such date on the Lessor Notes
of such Lessor. (Leases, Section 3.4). Except in the case of an Event of Loss, a
purchase of the undivided ownership interest by Oglethorpe, early termination of
the Lease or any event of default under the related Lease Indenture, each
payment of basic rent by Oglethorpe during such time as such Lease Indenture is
in effect will be made to the Lease Indenture Trustee and applied, first to the
payment of principal and interest due from a Lessor on its Lessor Notes on each
June 30 and December 31 (basic rent having commenced on December 31, 1985),
unless the scheduled payment date is not a business day, in which case such
payment is required to be made on the next business day. The balance of any
payment of basic rent under the Leases, after payment of the scheduled principal
and interest on the Lessor Notes and any unreimbursed fees or expenses of the
Lessor, will be paid to the respective Equity Investors, as beneficial owners of
undivided ownership interests in Scherer Unit No. 2. (Lease Indentures, Section
3.1.)

The amount of rent payable under each Lease is subject to adjustment if
additional Lessor Notes are issued (see "DESCRIPTION OF THE LEASE
INDENTURES--Additional Lessor Notes"), and if Oglethorpe is obligated to
indemnify the related Equity Investor under the Tax Indemnification Agreement
for a loss of tax benefits. In such event, a portion of the proceeds of such
increased loans would be retained by the related Equity Investor. The amount of
rent, as adjusted in any of the foregoing circumstances, must be sufficient at
all times to pay in full all amounts of principal of and premium, if any, and
interest on the related Lessor Notes when due and payable.

OWNERSHIP AGREEMENT AND OPERATING AGREEMENT

Scherer Unit No. 2 is operated by GPC, as agent for the owners of Scherer
Unit No. 2, pursuant to the Scherer Ownership Agreement and the Scherer
Operating Agreement. (See "CO-OWNERS OF THE PLANTS AND THE PLANT AGREEMENTS--The
Plant Agreements.") Oglethorpe assigned its rights with respect to Scherer Unit
No. 2 under the Scherer Ownership Agreement and the Scherer Operating Agreement
to the Lessors, who assigned such rights back to Oglethorpe for the term of the
Leases. GPC, MEAG and Dalton agreed that, during such term, Oglethorpe will be
treated as the owner of the undivided ownership interests of the Lessors in
Scherer Unit No. 2 and would continue to possess all of the rights and
obligations of a participant with respect to such interests. The Lessors will be
treated as participants under the Scherer Ownership Agreement or the Scherer
Operating Agreement only upon the termination of the Leases, if Oglethorpe does
not then purchase such interests. Until that time, Oglethorpe also is obligated
under the Participation Agreements not to consent to any amendment to such
agreements which would adversely effect the interests of the Lessors.

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Under the Leases, Oglethorpe is obligated to perform and discharge all
indebtedness, obligations, and liabilities assessed against the undivided
ownership interests of the Lessors in Scherer Unit No. 2 pursuant to the Scherer
Operating Agreement and the Scherer Ownership Agreement. (Leases, Section 10.6).
Oglethorpe also is obligated under the Participation Agreements to perform and
comply with all the terms of such agreements and any other agreements relating
to the ownership and operation of Scherer Unit No. 2. (Participation Agreements,
Section 5.5(cc).)

REDELIVERY

Under the Leases, unless the undivided ownership interests of the Lessors in
Scherer Unit No. 2 are transferred to Oglethorpe pursuant to the Leases,
Oglethorpe is obligated to redeliver such interest to the Lessors, or to any
transferees or assignees of the Lessors, free and clear of all liens (other than
certain permitted liens) and in such condition as would result from Scherer Unit
No. 2 having been maintained during the term of the Leases in accordance with a
standard of care not less than "prudent utility practice," as defined in the
Scherer Ownership Agreement. If Scherer Unit No. 2 is not in such condition, the
sole remedy of each Lessor is to demand that Oglethorpe pay it an amount equal
to the actual decrease in the fair market sales value of its respective
undivided ownership interest in Scherer Unit No. 2 on such date, as determined
by qualified appraisers in the manner specified in the Leases, to the extent
attributable to the failure of such Unit to have been so maintained. The Leases
set forth objective standards relating to electric generating capacity,
availability for service and economic useful life, which, if met, will result in
Scherer Unit No. 2 being deemed to have been so maintained. (Leases, Section
7.1.)

NET LEASE

The obligations of Oglethorpe under each Lease are those of a lessee under a
"net lease". Payments of basic rent under the Leases by Oglethorpe are to be
made without notice or demand, and all rent is to be paid without counterclaim,
setoff, deduction, defense, and without abatement, suspension, deferment,
diminution, or reduction. (Leases, Section 3.8.)

ALTERATIONS AND IMPROVEMENTS

Alterations and improvements may be made to Scherer Unit No. 2 from time to
time pursuant to the provisions of the Scherer Ownership Agreement and the
Scherer Operating Agreement. Any such alterations and improvements will become
the property of the Lessors. (Leases, Section 10.1.) As described above,
Oglethorpe is obligated to make all payments due under such agreements,
including payments for its share of such alterations and improvements except to
the extent such costs may be financed by a Lessor through the issuance of
Additional Notes under the related Lease Indenture (a "Supplemental Financing").
Any Supplemental Financing is subject to the fulfillment of certain conditions,
including the following: (i) there shall be no more than one Supplemental
Financing in any calendar year, and the aggregate cost of the improvements
covered by such Supplemental Financing under all Leases must be at least
$3,000,000; (ii) the aggregate principal amount of all Lessor Notes issued and
outstanding under such Lease Indenture (including the proposed Additional Notes)
must not exceed an amount equal to 80% of the sum of (A) the Lessor's Cost, (B)
such Lessor's share of the cumulative cost of all additions and improvements
theretofore incorporated or installed in Scherer Unit No. 2 during the term of
the Lease and financed by such Lessor or with Lessor Notes, and (C) such
Lessor's share of the cost of the additions and improvements proposed to be
financed with such Additional Notes; (iii) the aggregate principal amount of all
Additional Notes issued under such Lease Indenture for additions and
improvements (including the proposed Additional Notes) must not exceed an amount
equal to 80% of the sum of (A) such Lessor's share of the cumulative cost of all
additions and improvements theretofore incorporated or installed in Scherer Unit
No. 2 during the term of the Lease and (B) the cost of the additions and
improvements proposed to be financed with such Additional Notes;

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(iv) the total amount of all Supplemental Financings with respect to the
undivided ownership interests under all four Leases to and including the stated
termination date of the Leases must not exceed $125,000,000; (v) Oglethorpe's
then outstanding debt must be rated (or, if not rated, deemed by the related
Equity Investor to be) no less than "investment grade"; (vi) Oglethorpe must
indemnify the related Equity Investor against the loss of any available tax
benefits and against any adverse tax consequences; (vii) the additional Lessor
Notes must have a final maturity no later than June 30, 2013; (viii) no default
or event of default under the Leases shall have occurred and be continuing; and
(ix) the RUS must consent to such Supplemental Financing. (Leases, Section
10.2.) In the event of a Supplemental Financing, the rent shall be adjusted to
cover the additional debt service. (See "DESCRIPTION OF THE LEASES--Additional
Lessor Notes.")

INSURANCE

Property insurance and liability insurance are to be maintained with respect
to Scherer Unit No. 2 by GPC pursuant to the Scherer Ownership Agreement and the
Scherer Operating Agreement. As described above, under such agreements and the
Leases Oglethorpe is obligated to pay the portion of the cost of such insurance
attributable to the undivided ownership interests of the Lessors. Under the
Participation Agreements, Oglethorpe is obligated to monitor all insurance which
is so maintained, and to take any and all reasonable actions to assure that at
all times such insurance is maintained consistent with "prudent utility
practice," as defined in the Scherer Ownership Agreement. Oglethorpe also is to
monitor and maintain the endorsements in favor of the Lessors and the other
parties to the Participation Agreements. Under the Leases, the Lessors may
provide additional insurance for Scherer Unit No. 2. (Leases, Article 12.)

ASSIGNMENT, SUBLEASE AND TRANSFER

Except in connection with a merger, consolidation or transfer, conveyance or
lease of assets permitted by the Participation Agreements and except for the
assignment of its leasehold rights to the RUS and the other secured parties
under the Mortgage Indenture, Oglethorpe is not permitted to assign or transfer
or encumber (except for permitted liens) any of its rights or interests under
any of the Leases without the prior consent of the respective Lessors, except
that Oglethorpe is permitted to sublease its interests under the Leases without
such consent if such sublease (i) do not extend beyond June 30, 2013, (ii) do
not impair or diminish any of the rights of the respective Lessors or
obligations of Oglethorpe under the Leases and (iii) are expressly subject to
and subordinate to the provisions of the Leases and the related operative
documents. No such sublease shall relieve Oglethorpe of its obligations under
the applicable Lease. (Leases, Article 13.)

OPTIONAL TERMINATION FOR OBSOLESCENCE

In the absence of an event of default under a Lease, Oglethorpe has the
option, on at least 180 days' prior notice, to terminate any Lease on any
subsequent June 30 or December 31 specified in such notice (the "Termination
Date"), if the Board of Directors of Oglethorpe has adopted a resolution
determining that (i) the interest in Scherer Unit No. 2 subject to the Lease is
surplus to the requirements of Oglethorpe or (ii) Scherer Unit No. 2 is
economically obsolete. If, at the time Oglethorpe exercises the foregoing
option, Scherer Unit No. 1 has not been permanently decommissioned and retired
from commercial service, and Scherer Unit No. 2 is determined by appraisers
pursuant to procedures specified in the Leases to be technically superior or
identical to Scherer Unit No. 1, then it is a condition to the exercise of this
option that Oglethorpe shall have disposed of all of its ownership interest, if
any, in Scherer Unit No. 1.

If Oglethorpe has given such a termination notice, it is required, upon
request of the Lessor to which such notice has been given, to use its best
efforts to obtain cash bids for the purchase of such Lessor's undivided
ownership interest in Scherer Unit No. 2. Each Lessor has the right to elect to
retain its

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undivided ownership interest in Scherer Unit No. 2, provided that it shall first
have paid to the holders of the related Lessor Notes the principal of and
premium, if any, and interest on such Lessor Notes to the proposed date of
prepayment. If a Lessor has not elected to retain its undivided ownership
interest, the Lessor is required to transfer its interest in Scherer Unit No. 2
and the Support Agreements for cash to the bidder which has submitted the
highest bid before the Termination Date. On the Termination Date, if any Lessor
has not elected to retain its undivided ownership interest, Oglethorpe also is
required to pay or deliver, as applicable to the Lessor (a) the excess, if any,
of the Termination Value as of such date over such sales price (after deducting
all expenses incurred by such Lessor in connection with such sale), (b) all
basic rent accrued and unpaid to and including the Termination Date, including
any premium due on the Lessor Notes which are being redeemed, (c) either (i) an
amount of moneys which will be sufficient to pay on the specified redemption
date (45 to 60 days following the Termination Date), interest to become due on
the Notes from the Termination Date to such redemption date, or (ii) U.S.
Government Obligations maturing no later than the business day prior to the
specified redemption date, the principal of and the interest on which when due
will provide moneys which, together with the moneys, if any, available therefor,
will be sufficient to pay, on the redemption date, interest due and to become
due on the Lessor Notes on and prior to the redemption date, and (d) all other
rent then due under the related Lease. Upon compliance by Oglethorpe with such
provision, its obligation to pay basic rent under the applicable Lease for any
period after the Termination Date shall cease and the term of such Lease shall
end on such Termination Date. If no sale occurs on the Termination Date (other
than as a result of a Lessor's election to retain its undivided ownership
interest in Scherer Unit No. 2) or Oglethorpe fails to comply in full with the
early termination provisions, such Lease will continue in full force and effect.
(Leases, Article 6.)

PURCHASE AND RENEWAL OPTIONS

Oglethorpe has the option under each of the Leases to purchase the Lessor's
undivided ownership interest in Scherer Unit No. 2 on the following dates, for a
purchase price payable in immediately available funds in an amount equal to the
greater of Stipulated Loss Value payable on the proposed purchase date or the
fair market sales value of the Lessor's undivided ownership interest in Scherer
Unit No. 2 on such date, in either case together with premium, if any, due on
the Lessor Notes: (1) on December 31, 2000, December 31, 2005, and December 31,
2010; and (2) on any December 31 between December 31, 1997 and December 31,
2010, if (x) "scrubbers" or any similar capital improvement intended to remove
pollutants from the effluent discharged from the boiler of Scherer Unit No. 2
are required by applicable law, (y) capital improvements are included in the
Scherer Ownership Agreement budget for Scherer Unit No. 2, 60% of the value of
which (expressed in December 30, 1985 dollars) equals or exceeds $100,000,000,
or (z) capital improvements are included in such budget within any two years,
60% of the value of which (expressed in December 30, 1985 dollars) equals or
exceeds $50,000,000, and the related Equity Investor does not finance such
improvements through an equity investment. Oglethorpe also has the option under
each Lease to purchase such undivided ownership interest on each June 30 during
the fixed rate renewal term (described below) at the purchase price specified
above. In the case of all of these options, fair market sales value is to be
determined by agreement between Oglethorpe and the Lessor and, failing
agreement, by independent appraisers pursuant to procedures specified in the
Leases. The option to purchase the undivided ownership interest under each Lease
on the dates in clause (1) is subject to 24 months notice of a tentative
election so to purchase, and at least 12 months irrevocable notice of the
election so to purchase. The option to purchase the undivided ownership
interests on the dates in clause (2) may be exercised on any June 30 or December
31 following a determination of fair market sales value as of such June 30 or
December 31.

Oglethorpe also has the option to purchase a Lessor's undivided ownership
interest in Scherer Unit No. 2 of any June 30 or December 31, after an indemnity
payment becomes due under a Tax Indemnification Agreement with such Lessor's
Equity Investor as a result of a final determination that such undivided
interest constitutes public utility property. The purchase price in such event
will be the greater

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of the Termination Value payable on the purchase date or the fair market sales
value of the Lessor's undivided ownership interest in Scherer Unit No. 2 on such
date, in either case together with premium, if any, due on the Lessor Notes of
such Lessor. (Leases, Section 5.1.)

The foregoing options to purchase the undivided ownership interests or to
renew the Lease are subject to the rights of first refusal granted to the other
owners of Scherer Unit No. 2. The consent of such Co-Owners to the Leases
provides that Oglethorpe may exercise any of the foregoing options, but that, if
Oglethorpe does not do so, the other Co-Owners shall have the right to exercise
such options on substantially the same terms and conditions and at the same
time.

At the end of the basic term of each Lease, unless an "Event of Default"
under such Lease, shall have occurred and be continuing, Oglethorpe will have
the option to renew such Lease at a fixed rental for a period of at least 8.5
years, as determined pursuant to formulas set forth in such Lease unless a Lease
Event of Default. (Leases, Section 4.1.) Oglethorpe also will have the right at
the end of the basic term or any renewal term of a Lease, unless a Lease Event
of Default shall have occurred and be continuing to renew the term of such Lease
for a period of up to five years at the fair market rental value for such
undivided ownership interest in Scherer Unit No. 2, as determined by negotiation
between Oglethorpe and the Lessor and, failing agreement, by independent
appraisers pursuant to procedures specified in such Lease. (Leases, Sections
4.2, 4.3 and 4.4.) Oglethorpe also has the right at the end of the basic term or
any renewal term of a Lease to purchase the Lessor's undivided ownership
interest in Scherer Unit No. 2 at a purchase price equal to the fair market
sales value of such interest, determined in the manner described above. (Leases,
Section 5.1.)

EVENTS OF LOSS

An Event of Loss means any of the following events:

(i) The loss of Scherer Unit No. 2, in its entirety or substantially in
its entirety, due to theft, disappearance, destruction or damage beyond
economic repair;

(ii) The receipt of insurance proceeds based upon an actual or
constructive total loss with respect to Scherer Unit No. 2;

(iii) Scherer Unit No. 2, the Scherer Unit No. 2 Site, or the Scherer
Common Facilities having been condemned or otherwise permanently rendered
unfit for normal use, confiscated or seized, or title thereto or use thereof
having been requisitioned by any governmental authority and Oglethorpe
having lost the use or possession of substantially all of Scherer Unit No. 2
or the Site for a period exceeding 48 months;

(iv) The permanent decommissioning and retiring from commercial service
of Scherer Unit No. 2;

(v) With respect to any Lessor or Equity Investor, such Lessor or Equity
Investor or any affiliate of either of them, solely by reason of the Sale
and Leaseback Transactions and without regard to any of its other
activities, having become subject to regulation under any Federal or state
law relating to utilities or the generation, transmission, production, or
sale of electric power during the term of any Lease and prior to the time
that Oglethorpe ceases to be in possession of Scherer Until No. 2, unless
(A) such regulation results from the ownership or leasehold interest in any
other electric generation facility or transmission facility acquired on or
after December 30, 1985, or such Lessor, Equity Investor or affiliate was
subject to such regulation prior to such date or upon becoming a Lessor or
Equity Investor, (B) if such regulation is pursuant to any law other than
the Public Utility Holding Company Act of 1935, as amended, or the Federal
Power Act, as amended, and the effect of such regulation is not materially
adverse, in the reasonable judgment of the person subject to such
regulation, (C) such person has waived in writing the treatment of such
regulation as

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an Event of Loss, or (D) Oglethorpe, at its sole cost and expense, is
contesting such regulation, subject to certain conditions; or

(vi) At Oglethorpe's election, if any Lessor or Equity Investor becomes
subject to the type of regulation described in (v) above under circumstances
described in the Leases and such Lessor or Equity Investor does not take
such action as may be necessary in order to cease to be so regulated within
60 days or does not transfer its undivided interest to a nonregulated entity
and, as a result thereof, (A) the Lease is deemed to be a contract for the
sale by such Lessor of electric energy to Oglethorpe under the Federal Power
Act, as amended, (B) Oglethorpe becomes subject to regulation which is
contrary to the terms of the Mortgage Indenture, its Member contracts, or
any other agreement to which it is a party or any applicable law, or (C)
Oglethorpe becomes subject to regulation which otherwise would not be
applicable, which regulation Oglethorpe, in its reasonable judgment,
determines to be materially adverse.

If an Event of Loss described in clauses (i), (ii), (iii) or (iv) occurs
with respect to Scherer Unit No. 2, Oglethorpe is required to pay to each Lessor
on the June 30 or December 31 (or, if such Event of Loss occurs within 90 days
of the next succeeding June 30 or December 31, the 90th day) following the date
of such Event of Loss, the Stipulated Loss Value of such Lessor's undivided
ownership interest in Scherer Unit No. 2, together with certain additional
amounts. In the case of an Event of Loss described in clauses (v) and (vi), such
payment will made only to the Lessor with respect to which the Event of Loss has
occurred. If Oglethorpe pays the Stipulated Loss Value to a Lessor, together
with the additional amounts then required to be paid (which in all circumstances
will be in excess of the principal of and premium, if any, and interest on the
Lessor Notes of such Lessor then outstanding), the lien of the related Lease
Indenture and Lease of the Lessor's undivided ownership interest in Scherer Unit
No. 2, shall be terminated, title thereto shall be transferred to or upon the
order of Oglethorpe, the obligation of Oglethorpe thereafter to make rental
payments with respect to such interest in Scherer Unit No. 2 will cease, and the
aggregate of the Stipulated Loss Value and other payments made by Oglethorpe
shall be applied as provided in the Lease Indenture to the prepayment of the
Lessor Notes. (Leases, Section 11.1; Lease Indentures, Section 3.2.)
Notwithstanding the foregoing, upon the occurrence of an Event of Loss described
in clause (v) above, Oglethorpe may elect, upon the satisfaction of certain
conditions specified in each Lease Indenture, to assume all of the liabilities
and obligations of the Lessor under the related Lease Indenture. Upon such
assumption, all such liabilities and obligations shall be made fully recourse to
Oglethorpe, and Oglethorpe's obligation to pay such Stipulated Loss Value and
other amounts shall be reduced by the principal amount of and accrued interest
on the Lessor Notes so assumed and not otherwise due on the date of such
payment. (Lease Indentures, Section 2.10(a).)

EVENTS OF DEFAULT

"Events of Default" under each Lease include, among other things: (i)
failure by Oglethorpe to pay basic rent within three business days after the
same shall have become due; (ii) the failure to pay Stipulated Loss Value or
Termination Value, together with premium, if any, on the Lessor Notes of the
related Lessor, within ten business days after the same becomes due; (iii) the
failure to pay any amount payable by Oglethorpe under the Scherer Ownership
Agreement, the Scherer Operating Agreement or certain related documents upon the
earlier of ten days after such payment becomes due or the enforcement by any
Co-Owner or the operator of Scherer Unit No. 2 under the Scherer Operating
Agreement of the right to deny Oglethorpe the output of capacity or energy
derived from Scherer Unit No. 2; (iv) the failure to pay any other amount
payable under the Lease within fifteen business days after demand therefor; (v)
the failure by Oglethorpe to perform or observe any material covenant or
agreement under the Lease or any other operative document (except the related
Tax Indemnification Agreement) and the continuance of such failure for a period
of 60 days after notice; (vi) any representation or warranty made by Oglethorpe
in any related operative document (except the related Tax Indemnification
Agreement) shall prove to have been incorrect in any material respect when made,
and shall remain

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material and uncured; (vii) certain events of bankruptcy or insolvency shall
have occurred with respect to Oglethorpe; (viii) an Event of Default under the
Mortgage Indenture shall have occurred and be continuing and, as a result
thereof, any remedy permitted pursuant to the Mortgage Indenture shall have been
exercised; or (ix) any judgment or order for the payment of money in excess of
$10,000,000 shall be rendered against Oglethorpe, and enforcement proceedings
shall have been commenced and Oglethorpe shall not have bonded or otherwise set
aside on its books adequate reserves therefor or there shall be any period of
120 days during which a stay of enforcement shall not be in effect. (Leases,
Article 14.) The related Lessor has the right to cure any such default. (Leases,
Article 17.)

If an "Event of Default" under any Lease has occurred and is continuing, and
the Lessor thereunder has declared such Lease to be in default, the Lessor may
exercise one or more of the remedies provided in the Lease with respect to its
undivided ownership interest in Scherer Unit No. 2. These remedies include the
right to rescind or terminate the Lease, to demand that Oglethorpe redeliver
such interest, to sell or relet such interest free and clear of the rights of
Oglethorpe, and to retain the proceeds of such sale or lease and to require
Oglethorpe to pay as liquidated damages any unpaid basic rent due under the
Lease through the rent payment date specified in a written notice to Oglethorpe
given not earlier than 30 days before such date, together with premium, if any,
due on the Lessor Notes, plus, in the sole discretion of the Lessor any of the
following amounts, with interest thereon at the Stipulated Interest Rate to the
date of payment:

(a) (i) an amount equal to the excess, if any, of (A) the applicable
Stipulated Loss Value as of such payment date, over (B) the aggregate fair
market rental value of the Lessor's undivided ownership interest in Scherer
Unit No. 2 until the end of the basic term or the then current renewal term
of the Lease, after discounting such rental value to present worth at the
Stipulated Interest Rate;

(ii) an amount equal to the excess, if any, of such Stipulated Loss
Value over the fair market sales value of the Lessor's undivided
ownership interest in Scherer Unit No. 2 as of such payment date; or

(iii) an amount equal to such Stipulated Loss Value and, if such
amount is demanded, upon full payment by Oglethorpe of all sums due under
the Lease, the Lessor is required, at the option of Oglethorpe, either to
(x) exercise commercially reasonable efforts to sell its undivided
ownership interest in Scherer Unit No. 2 and pay over to Oglethorpe the
net proceeds of such sale or (y) transfer its undivided ownership
interest in Scherer Unit No. 2 and the Support Agreement to Oglethorpe,
whereupon the Lease shall terminate; or

(b) the amount of any deficiency between Stipulated Loss Value as of
such payment date and the net proceeds of such sale, together with interest
on such rent and such deficiency, calculated as provided in the Lease, from
the date of such sale until the date of actual payment.

For a period of 30 days before the exercise of any of the remedies described
above, each Lessor is required to attempt to lease its interest in Scherer Unit
No. 2 and assign Oglethorpe's related rights and obligations, on the same terms
and conditions, to any other Co-Owner or a rural electric cooperative with a net
worth of at least $25,000,000 or a public utility having a net worth of at least
$200,000,000. (Leases, Section 15.1.) Any new lessee must cure all defaults of
Oglethorpe and obtain all necessary governmental consents. (See "DESCRIPTION OF
THE LEASE INDENTURES--Rights of the Lessors to Cure and Purchase Lessor Notes.")

MERGER, CONSOLIDATION; MAINTENANCE OF CORPORATE EXISTENCE

Pursuant to the Participation Agreements, Oglethorpe shall at all times
maintain its existence as an electric membership corporation under Georgia law,
provided that Oglethorpe may consolidate or merge with or into any other
corporation or convey, transfer or lease all or substantially all of its assets
to

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any person if, among other things: (i) the resulting entity formed by such
consolidation or merger or the resulting entity that acquires by conveyance,
transfer or lease shall be a corporation organized under the laws of the
District of Columbia or any State of the United States; (ii) in the case of a
conveyance, transfer or lease, such entity agrees to assume the due and punctual
performance of each covenant and condition to be performed or complied with by
Oglethorpe in connection with each Lease; (iii) Oglethorpe shall have delivered
to the Lessors, the Equity Investors and the Lease Indenture Trustees an opinion
of independent counsel, to the effect that clause (i) has been complied with,
and the assumption agreement, if required by clause (ii), is a legal, valid and
binding agreement of, and enforceable against, the resulting entity; (iv)
immediately after giving effect to such transaction, no default or "Event of
Default" shall have occurred and be continuing under the Lease; (v) the debt of
the resulting entity is rated at levels specified in the related Participation
Agreement which are based on the credit ratings of Oglethorpe at such time or,
in the alternative, the resulting entity shall have a consolidated net worth at
least equal to that of Oglethorpe prior to the transaction; and (vi) the
resulting entity has acquired all necessary consents, approvals and permits of
governmental authorities, Oglethorpe's Members and the RUS. Oglethorpe also may
not acquire all or substantially all the assets of any other person or permit
any corporation to be merged into Oglethorpe unless the last two conditions are
fulfilled. No such conveyance, transfer or lease of all or substantially all of
the assets of Oglethorpe shall have the effect of releasing Oglethorpe or any
resulting entity from its liability with respect to the undivided ownership
interest in Scherer Unit No. 2 without the prior written consent of the Lessors,
the Equity Investors and the Lease Indenture Trustees. (Participation
Agreements, Section 5.5(t).)

118
<PAGE>
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the principal U.S. federal income tax
consequences of the exchange of Private Facility Bonds for Exchange Facility
Bonds and the ownership and disposition of Exchange Facility Bonds. This summary
deals only with Exchange Facility Bonds held as capital assets by initial
holders. This summary does not address all aspects of U.S. federal income
taxation that may be relevant to a U.S. Holder (as defined below) based on such
U.S. Holder's specific circumstances. In particular, the following summary does
not address the tax treatment of persons who are not U.S. Holders or of U.S.
Holders who are dealers in securities or currencies, banks, certain U.S.
expatriates, tax-exempt organizations, life insurance companies, persons subject
to the alternative minimum tax, persons that hold Exchange Facility Bonds that
are a hedge or that are hedged against currency risks or that are part of a
straddle or conversion transaction or persons whose functional currency is not
the U.S. dollar. The summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), its legislative history, existing and proposed Treasury
Regulations promulgated thereunder, published rulings and court decisions, all
as currently in effect and all subject to change at any time, perhaps with
retroactive effect.

For purposes of this discussion, "U.S. Holder" means a beneficial owner of
Exchange Facility Bonds who or that is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof, an
estate the income of which is includable in gross income for U.S. federal income
tax purposes regardless of its source or a trust if (i) a court within the
United States is able to exercise primary supervision over the administration of
the trust and (ii) one or more U.S. trustees have the authority to control all
substantial decisions of the trust.

This summary is of a general nature only and is not intended to be, and
should not be construed to be, legal or tax advice to any prospective investor
and no representation is made with respect to the tax consequences to any
particular investor. This summary does not address any aspect of any state or
local tax law or any estate or gift tax considerations, or the tax laws of
jurisdictions outside the United States that may be applicable to the Exchange
Facility Bonds or holders thereof, or the tax considerations applicable to
non-U.S. Holders. There can be no assurance that the Internal Revenue Service
(the "IRS") will take a similar view of the ownership or disposition of the
Exchange Facility Bonds. Persons considering exchanging Private Facility Bonds
for Exchange Facility Bonds should consult their own tax advisors concerning the
consequences, in their particular circumstances, under the Code and the laws of
any other state, local or non-U.S. taxing jurisdiction, of such exchange and the
ownership and disposition of Exchange Facility Bonds.

EXCHANGE OF PRIVATE FACILITY BONDS

The exchange of the Private Facility Bonds for the Exchange Facility Bonds
in the Exchange Offer should not constitute a taxable event to U.S. Holders.
Consequently, no gain or loss should be recognized by a U.S. Holder upon receipt
of an Exchange Facility Bond, the holding period of the Exchange Facility Bond
should include the holding period of the Private Facility Bond, and the basis of
the Exchange Facility Bond should be the same as the basis of the Private
Facility Bond immediately before the exchange. (See "THE EXCHANGE OFFER.")

REDEMPTION, SALE OR EXCHANGE OF EXCHANGE FACILITY BONDS

A U.S. Holder generally will have an adjusted tax basis for an Exchange
Facility Bond equal to the cost of the Private Facility Bond exchanged therefor
(but excluding accrued interest at the time of purchase of the Private Facility
Bond), reduced by prior payments of principal on the Private Facility Bond and
payments of principal on the Exchange Facility Bond. Upon the redemption, sale,
exchange or retirement of an Exchange Facility Bond, a U.S. Holder generally
will recognize gain or loss equal to the

119
<PAGE>
difference between the amount realized upon the redemption, sale, exchange or
retirement and the adjusted tax basis of the Exchange Facility Bond. Gain or
loss recognized by a U.S. Holder on the redemption, sale, exchange or retirement
of the Exchange Facility Bond generally will be capital gain or loss. Any such
capital gain or loss will be either long-term or short-term capital gain or loss
depending on the U.S. Holder's holding period for the Exchange Facility Bond at
the time of its redemption, sale, exchange or retirement. Capital losses are
subject to limitations on deductibility for U.S. federal income tax purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

In general, information reporting requirements will apply to payments of
principal and interest on an Exchange Facility Bond, and the proceeds of the
sale of an Exchange Facility Bond before maturity within the United States, to
noncorporate U.S. Holders. If a non-corporation U.S. Holder fails to furnish a
correct taxpayer identification number or a certification of exempt status,
fails to report dividend and interest income in full, or fails to certify that
such U.S. Holder has provided a correct taxpayer identification number and is
not subject to backup withholding, a 31% federal backup withholding tax may be
withheld on amounts paid to the U.S. Holder. The backup withholding tax is not
an additional tax and may be credited against a U.S. Holder's regular U.S.
federal income tax liability or refunded by the IRS where applicable.

PLAN OF DISTRIBUTION

This Prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of any Exchange Facility
Bonds received in exchange for Private Facility Bonds acquired by such
broker-dealer as a result of market making or other trading activities. Each
such broker-dealer that receives Exchange Facility Bonds for its own account in
exchange for such Private Facility Bonds pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Facility Bonds. Oglethorpe has agreed that for a period of up to
90 days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any such broker-dealer that requests copies of this
Prospectus in the Letter of Transmittal for use in connection with any such
resale.

Exchange Facility Bonds received by a broker-dealer for its own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions or
through the writing of options on the Exchange Facility Bonds, or a combination
of such methods of resale, at market prices prevailing at the time of resale or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such Exchange Facility Bonds. Any broker-dealer that resells Exchange
Facility Bonds that were received by it for its own account pursuant to the
Exchange Offer in exchange for Private Facility Bonds acquired by such
broker-dealer as a result of market making or other trading activities and any
broker-dealer that participates in a distribution of such Exchange Facility
Bonds may be deemed to be an "underwriter" within the meaning of the Securities
Act and any profit on any such resale of Exchange Facility Bonds and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

Neither Oglethorpe nor OPC Scherer 1997 Funding Corporation will receive any
proceeds from any sale of Exchange Facility Bonds by broker-dealers or any other
persons. The Lessors have agreed to pay all expenses incident to Oglethorpe's
performance of, or compliance with, the Registration Rights Agreement.

120
<PAGE>
By acceptance of this Exchange Offer, each broker-dealer that receives
Exchange Facility Bonds for its own account pursuant to the Exchange Offer
agrees that, upon receipt of notice from Oglethorpe of the happening of any
event which makes any statement in the Prospectus untrue in any material respect
or which requires the making of any changes in the Prospectus in order to make
the statements therein not misleading (which notice Oglethorpe has agreed to
deliver promptly to such broker-dealer), such broker-dealer will suspend use of
the Prospectus until Oglethorpe has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemental Prospectus to such broker-dealer.

LEGAL OPINIONS

The validity of the Exchange Facility Bonds offered hereby will be passed
upon for OPC Scherer 1997 Funding Corporation and Oglethorpe by Sutherland,
Asbill & Brennan LLP, Atlanta, Georgia.

EXPERTS

The financial statements of Oglethorpe as of December 31, 1996 and 1995 and
for each of the years in the two-year period ended December 31, 1996, have been
included herein in reliance upon the report of Coopers & Lybrand L.L.P.,
independent public accountants, appearing elsewhere herein, and upon the
authority of such firm as experts in accounting and auditing. The financial
statements of Oglethorpe for the year ended December 31, 1994, have been
included herein in reliance upon the report of Arthur Andersen LLP, independent
public accountants, appearing elsewhere herein, and upon the authority of such
firm as experts in accounting and auditing.

With respect to the unaudited interim financial statements as of and for the
twelve months ended September 30, 1997, included herein, Coopers & Lybrand
L.L.P. has reported that they applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report included herein states that they did not audit and they did not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied.

121
<PAGE>
OGLETHORPE POWER CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AUDITED ANNUAL FINANCIAL STATEMENTS:

Reports of Independent Public Accountants............................................ F-2

Statements of Revenues and Expenses, For the Years Ended December 31, 1996, 1995 and
1994............................................................................... F-4

Statements of Patronage Capital, For the Years Ended December 31, 1996, 1995 and
1994............................................................................... F-4

Balance Sheets, As of December 31, 1996 and 1995..................................... F-5

Statements of Capitalization, As of December 31, 1996 and 1995....................... F-6

Statements of Cash Flows, For the Years Ended December 31, 1996, 1995 and 1994....... F-7

Notes to Financial Statements........................................................ F-8

UNAUDITED INTERIM FINANCIAL STATEMENTS:

Accountants' Review Report........................................................... F-28

Condensed Statements of Revenues and Expenses, For the Twelve Months Ended September
30, 1997 and the Year Ended December 31, 1996...................................... F-29

Condensed Balance Sheets, As of September 30, 1997 and December 31, 1996............. F-30

Condensed Statements of Cash Flows, For the Twelve Months Ended September 30, 1997
and the Year Ended December 31, 1996............................................... F-31

Notes to Condensed Interim Financial Statements...................................... F-32
</TABLE>

F-1
<PAGE>
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, 1996 and 1995 and the related statements of revenues and expenses,
patronage capital, and cash flows for the years then ended. These financial
statements are the responsibility of Oglethorpe's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes 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 referred to above present fairly,
in all material respects, the financial position of Oglethorpe Power Corporation
as of December 31, 1996 and 1995 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Coopers & Lybrand L.L.P.

Atlanta, Georgia,
February 21, 1997, except for Note 11, as to which
the date is March 11, 1997.

F-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Oglethorpe Power Corporation:

We have audited the statements of revenues and expenses, patronage capital,
and cash flows of Oglethorpe Power Corporation (a Georgia corporation) for the
year ended December 31, 1994. These financial statements are the responsibility
of Oglethorpe's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations, changes in patronage
capital, and cash flows of Oglethorpe Power Corporation for the year ended
December 31, 1994 in conformity with generally accepted accounting principles.

As explained in Note 2 of notes to financial statements, effective January
1, 1994, Oglethorpe Power Corporation changed its method of accounting for
certain investments in debt and equity securities.

Arthur Andersen LLP

Atlanta, Georgia,
February 24, 1995.

F-3
<PAGE>
STATEMENTS OF REVENUES AND EXPENSES

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
OPERATING REVENUES (NOTE 1):
Sales to Members.......................................................... $1,023,094 $1,030,797 $ 930,875
Sales to non-Members...................................................... 78,343 118,764 125,207
---------- ---------- ----------
TOTAL OPERATING REVENUES.................................................... 1,101,437 1,149,561 1,056,082
---------- ---------- ----------
OPERATING EXPENSES:
Fuel...................................................................... 206,524 219,062 203,444
Production................................................................ 129,178 133,858 132,723
Purchased power (Note 9).................................................. 229,089 264,844 227,477
Power delivery............................................................ 18,216 17,520 16,965
Sales, administrative and general......................................... 42,289 39,015 32,269
Depreciation and amortization............................................. 163,130 139,024 131,056
Taxes other than income taxes............................................. 30,262 27,561 24,741
Income taxes (Note 3)..................................................... -- -- --
---------- ---------- ----------
TOTAL OPERATING EXPENSES.................................................... 818,688 840,884 768,675
---------- ---------- ----------
OPERATING MARGIN............................................................ 282,749 308,677 287,407
---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest income........................................................... 23,485 18,031 10,518
Amortization of deferred gains (Notes 1 and 4)............................ 2,341 2,341 9,985
Amortization of net benefit of sale of income tax benefits (Note 1)....... 8,054 8,043 8,102
Amortization of deferred margins (Note 1)................................. 32,047 15,959 18,072
Deferred margins (Note 1)................................................. -- (14,282) (9,287)
Allowance for equity funds used during construction (Note 1).............. 238 1,715 2,907
Other..................................................................... (831) 1,903 498
---------- ---------- ----------
TOTAL OTHER INCOME.......................................................... 65,334 33,710 40,795
---------- ---------- ----------
INTEREST CHARGES:
Interest on long-term debt and capital leases............................. 308,013 317,968 329,738
Other interest............................................................ 10,006 12,979 3,856
Allowance for debt funds used during construction (Note 1)................ (2,576) (21,114) (36,113)
Amortization of debt discount and expense................................. 10,888 10,296 7,639
---------- ---------- ----------
NET INTEREST CHARGES........................................................ 326,331 320,129 305,120
---------- ---------- ----------
NET MARGIN.................................................................. $ 21,752 $ 22,258 $ 23,082
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

STATEMENTS OF PATRONAGE CAPITAL

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Patronage capital and membership fees--beginning of year (Note 1)......... $ 338,891 $ 309,496 $ 289,982
Net margin................................................................ 21,752 22,258 23,082
Change in unrealized gain (loss) on available-for-sale securities, net of
income taxes (Note 2)................................................... (4,414) 7,137 (3,568)
---------- ---------- ----------
Patronage capital and membership fees--end of year........................ $ 356,229 $ 338,891 $ 309,496
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-4
<PAGE>
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
ASSETS
ELECTRIC PLANT (NOTES 1, 4 AND 6):
In service........................................................................................ $ 5,742,597 $ 5,699,213
Less: Accumulated provision for depreciation...................................................... (1,488,272) (1,362,431)
----------- -----------
4,254,325 4,336,782
Nuclear fuel, at amortized cost................................................................... 86,722 94,013
Plant acquisition adjustments, at amortized cost.................................................. 4,153 5,214
Construction work in progress..................................................................... 31,181 35,753
----------- -----------
4,376,381 4,471,762
----------- -----------
INVESTMENTS AND FUNDS (NOTES 1 AND 2):
Bond, reserve and construction funds, at market................................................... 53,955 56,511
Decommissioning fund, at market................................................................... 86,269 74,492
Investment in associated organizations, at cost................................................... 15,379 15,853
Deposit on Rocky Mountain transactions, at cost................................................... 41,685 --
----------- -----------
197,288 146,856
----------- -----------
CURRENT ASSETS:
Cash and temporary cash investments, at cost (Note 1)............................................. 132,783 201,151
Other short-term investments, at market........................................................... 91,499 79,165
Receivables....................................................................................... 113,289 99,559
Inventories, at average cost (Note 1)............................................................. 89,825 82,949
Prepayments and other current assets.............................................................. 14,625 14,325
----------- -----------
442,021 477,149
----------- -----------
DEFERRED CHARGES:
Premium and loss on reacquired debt, being amortized (Note 5)..................................... 201,007 200,794
Deferred amortization of Scherer leasehold (Note 4)............................................... 90,717 87,134
Deferred debt expense, being amortized............................................................ 21,703 21,135
Other (Note 1).................................................................................... 33,058 33,666
----------- -----------
346,485 342,729
----------- -----------
$ 5,362,175 $ 5,438,496
----------- -----------
----------- -----------
EQUITY AND LIABILITIES
CAPITALIZATION (SEE ACCOMPANYING STATEMENTS):
Patronage capital and membership fees (Note 1).................................................... $ 356,229 $ 338,891
Long-term debt.................................................................................... 4,052,470 4,207,320
Obligation under capital leases (Note 4).......................................................... 293,682 296,478
Obligation under Rocky Mountain transactions (Note 1)............................................. 41,685 --
----------- -----------
4,744,066 4,842,689
----------- -----------
CURRENT LIABILITIES:
Long-term debt and capital leases due within one year............................................. 159,622 89,675
Deferred margins to be refunded within one year (Note 1).......................................... -- 32,047
Accounts payable.................................................................................. 42,891 48,855
Accrued interest.................................................................................. 15,931 91,096
Accrued and withheld taxes........................................................................ 4,940 1,785
Other current liabilities......................................................................... 9,540 18,007
----------- -----------
232,924 281,465
----------- -----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Gain on sale of plant, being amortized (Note 4)................................................... 58,527 60,868
Net benefit of sale of income tax benefits, being amortized (Note 1).............................. 42,049 50,194
Net benefit of Rocky Mountain transactions, being amortized (Note 1).............................. 70,701 --
Accumulated deferred income taxes (Note 3)........................................................ 61,985 65,510
Decommissioning reserve (Note 1).................................................................. 124,468 114,049
Other............................................................................................. 27,455 23,721
----------- -----------
385,185 314,342
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTES 4, 9 AND 11)

$ 5,362,175 $ 5,438,496
----------- -----------
----------- -----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.

F-5
<PAGE>
STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
<S> <C> <C>
1996 1995
---------- ----------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C>
LONG-TERM DEBT (NOTE 5):
Mortgage notes payable to the Federal Financing Bank (FFB) at interest rates varying
from 5.27% to 9.51% (average rate of 6.95% at December 31, 1996) due in quarterly
installments through 2023............................................................ $3,172,851 $3,253,636
Mortgage notes payable to the Rural Utilities Service (RUS) at an interest rate of 5%
due in monthly installments through 2021............................................. 22,475 22,983
Mortgage notes issued in conjunction with the sale by public authorities of pollution
control revenue bonds (PCBs):
- Series 1982
Serial bonds, 10.60%, due serially through 1997.................................. 6,675 6,675
- Series 1992
Term bonds, 7.50% to 8.00%, due 2003 to 2022..................................... 92,130 92,130
- Series 1992A
Adjustable tender bonds, 3.40% to 3.70%, due 2025................................ 216,925 216,925
Serial bonds, 5.35% to 6.80%, due serially from 1998 to 2012..................... 124,690 129,760
- Series 1993
Serial bonds, 3.55% to 5.25%, due serially from 1997 through 2013................ 37,255 38,110
- Series 1993A
Adjustable tender bonds, 4.00%, due 2016......................................... 199,690 199,690
- Series 1993B
Serial bonds, 3.75% to 5.05%, due serially from 1998 through 2008................ 126,935 136,745
- Series 1994
Serial bonds, 4.20% to 7.125%, due serially from 1997 through 2015............... 10,365 10,690
Term bonds, 7.15% due 2021....................................................... 11,550 11,550
- Series 1994A
Adjustable tender bonds, 4.00%, due 2019......................................... 122,740 122,740
- Series 1994B
Serial bonds, 5.45% to 6.45%, due serially from 1998 through 2005................ 11,140 12,475

Unsecured notes issued in conjunction with the sale by public authorities of
pollution control revenue bonds:
- Series 1995
Adjustable rate bonds, 3.70% to June 1996, due in 2015........................... -- 21,670
- Series 1996
Adjustable rate bonds, 3.88% to April 1997, due in 2017.......................... 37,885 --
CoBank, ACB notes payable:
- Headquarters note payable: fixed at 6.60% through April 1997, due in quarterly
installments through January 1, 2009............................................. 4,672 5,159
- Mortgage note payable: fixed at 6.50% through September 1997, due in bimonthly
installments through November 1, 2018............................................ 2,237 2,261
- Mortgage note payable: fixed at 6.50% through October 1997, due in bimonthly
installments through September 1, 2019........................................... 8,556 8,637
---------- ----------
4,208,771 4,291,836

Less: Unamortized debt discount...................................................... (766) (832)
---------- ----------
Total long-term debt, net............................................................ 4,208,005 4,291,004
Less: Long-term debt due within one year............................................. (155,535) (83,684)
---------- ----------
TOTAL LONG-TERM DEBT, EXCLUDING AMOUNT DUE WITHIN ONE YEAR......................... 4,052,470 4,207,320
OTHER LONG-TERM LIABILITIES
Obligation under capital leases, long-term (Note 4).................................... 293,682 296,478
Obligation under Rocky Mountain transactions, long-term (Note 1)....................... 41,685 --
EQUITIES
Patronage capital and membership fees (Note 1)......................................... 356,229 338,891
---------- ----------
TOTAL CAPITALIZATION............................................................... $4,744,066 $4,842,689
---------- ----------
---------- ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-6
<PAGE>
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
<S> <C> <C> <C>
1996 1995 1994
--------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net margin.............................................................................. $ 21,752 $ 22,258 $ 23,082
--------- --------- ---------
Adjustments to reconcile net margin to net cash provided by operating activities:
Depreciation and amortization....................................................... 196,593 196,920 193,351
Net benefit of Rocky Mountain transactions.......................................... 70,701 -- --
Interest on decommissioning reserve................................................. 7,167 9,951 1,291
Amortization of deferred gains...................................................... (2,341) (2,341) (9,985)
Deferred margins and amortization of deferred margins............................... (32,047) (1,677) (8,785)
Amortization of net benefit of sale of income tax benefits.......................... (8,145) (8,043) (8,102)
Allowance for equity funds used during construction................................. (238) (1,715) (2,907)
Deferred income taxes............................................................... (3,525) -- --
Option payment on power swap agreement.............................................. (3,750) -- --
Other............................................................................... (13) (13) (13)
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......................................................................... (13,731) (10,686) (18,055)
Inventories......................................................................... (6,875) 12,127 (8,608)
Prepayments and other current assets................................................ (299) 532 (94)
Accounts payable.................................................................... (5,964) (4,066) (10,569)
Accrued interest.................................................................... (75,165) (8,914) (8,692)
Accrued and withheld taxes.......................................................... 3,155 219 (7,835)
Other current liabilities........................................................... (3,985) (169) (24,124)
--------- --------- ---------
Total adjustments....................................................................... 121,538 182,125 86,873
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES................................................. 143,290 204,383 109,955
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions...................................................................... (93,704) (138,921) (206,345)
Activity in decommissioning fund -- Purchases........................................... (327,233) (410,597) (297,492)
-- Proceeds............................................ 316,542 399,077 293,990
Activity in bond, reserve and construction
funds -- Purchases.................................................................... (107,890) (27,762) (498,052)
-- Proceeds..................................................................... 109,230 39,566 540,712
Activity in other short-term investments -- Purchases................................... (15,532) (76,180) --
Decrease in investment in associated organizations...................................... 474 1,518 1,752
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES..................................................... (118,113) (213,299) (165,435)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds, net...................................................................... 2,243 132,874 523,518
Debt payments........................................................................... (95,367) (108,481) (517,530)
Return of Vogtle surcharge.............................................................. -- (3,320) (2,031)
Other................................................................................... (421) (1,648) (2,008)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES....................................... (93,545) 19,425 1,949
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS............................ (68,368) 10,509 (53,531)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR.................................. 201,151 190,642 244,173
--------- --------- ---------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR........................................ $ 132,783 $ 201,151 $ 190,642
--------- --------- ---------
--------- --------- ---------
CASH PAID FOR:
Interest (net of amounts capitalized)................................................... $ 383,440 $ 308,797 $ 304,882
Income taxes............................................................................ -- -- --
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A. BUSINESS DESCRIPTION

Oglethorpe Power Corporation ("Oglethorpe") is an electric generation and
transmission ("G&T") cooperative incorporated in 1974 and headquartered in
suburban Atlanta. Oglethorpe provides wholesale electric service, on a
not-for-profit basis, to 39 of Georgia's 42 Electric Membership Corporations
("EMCs"). These 39 electric distribution cooperatives ("Members") in turn
distribute energy on a retail basis to more than 2.6 million people across
two-thirds of the State. Oglethorpe is the nation's largest G&T in terms of
operating revenues, assets, kilowatt-hour ("kWh") sales and, through its
Members, consumers served.

Oglethorpe supplies energy to the Members from 3,335 megawatts ("MW") of
owned or leased generating capacity and purchases the remainder from other power
suppliers. Oglethorpe also has access to over 16,000 miles of transmission line
through its ownership in the statewide Integrated Transmission System ("ITS").

Oglethorpe and the Members completed on March 11, 1997, a corporate
restructuring ("Corporate Restructuring"). For a discussion of the Corporate
Restructuring, see Note 11.

B. BASIS OF ACCOUNTING

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 Utilities
Service ("RUS").

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of December 31, 1996 and 1995
and the reported amounts of revenues and expenses for each of the three years
ending December 31, 1996. Actual results could differ from those estimates.

C. 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.

Under Oglethorpe's patronage capital retirements policy, margins are to be
returned to the Members 30 years after the year in which the margins are earned.
Pursuant to such policy, no patronage capital would be returned to the Members
until 2010, at which time the 1979 patronage capital would be returned.

Since Oglethorpe replaced its Consolidated Mortgage and Security Agreement,
dated as of September 1, 1994 (the "RUS Mortgage") with an Indenture, dated
March 1, 1997, from Oglethorpe to SunTrust Bank, Atlanta, as trustee (the
"Mortgage Indenture") in connection with Oglethorpe's Corporate Restructuring,
patronage distributions also will be restricted by the terms of the Mortgage
Indenture.

D. MARGIN POLICY

Under Oglethorpe's prior RUS Mortgage, Oglethorpe's margin policy was based
on the provision of a Times Interest Earned Ratio ("TIER") established annually
by the Oglethorpe Board of Directors.

F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

Pursuant to this policy, the annual net margin goal for 1996, 1995 and 1994 was
the amount required to produce a TIER of 1.07. The RUS Mortgage was replaced
with the Mortgage Indenture in connection with Oglethorpe's Corporate
Restructuring. Under the Mortgage Indenture, Oglethorpe is required to produce a
Margins for Interest ("MFI") Ratio of 1.10.

The Oglethorpe Board of Directors adopted resolutions annually requiring
that Oglethorpe's net margins for the years 1985 through 1995 in excess of its
annual margin goals be deferred and used to mitigate rate increases associated
with the Alvin W. Vogtle Plant ("Plant Vogtle") and the Rocky Mountain Pumped
Storage Hydroelectric Facility ("Rocky Mountain"). In addition, during 1986 and
1987, Oglethorpe's wholesale electric rate to its Members provided for a one
mill per kWh charge ("Vogtle Surcharge"), also to be used to mitigate the effect
of Plant Vogtle on rates.

Pursuant to rate actions by Oglethorpe's Board of Directors, specified
amounts of deferred margins and Vogtle Surcharge were returned in 1989 through
1995 and all remaining amounts were returned in 1996. A summary of deferred
margins and Vogtle Surcharge as of December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS)
DEFERRED MARGINS
1985-92............................................................ $ 165,552 $ 165,552
1993............................................................... 5,083 5,083
1994............................................................... 9,287 9,287
1995............................................................... 14,282 14,282
--------- ---------
194,204 194,204
VOGTLE SURCHARGE
1986-87............................................................ 36,613 36,613
--------- ---------
Subtotal........................................................... 230,817 230,817

LESS: AMOUNTS RETURNED IN:
1989-93............................................................ (159,388) (159,388)
1994............................................................... (20,103) (20,103)
1995............................................................... (19,279) (19,279)
1996............................................................... (32,047) --
--------- ---------
-- 32,047
LESS: CURRENT PORTION................................................ -- (32,047)
--------- ---------
LONG-TERM BALANCE.................................................... $ -- $ --
--------- ---------
--------- ---------
</TABLE>

E. OPERATING REVENUES

Operating revenues consist primarily of electricity sales pursuant to
long-term wholesale power contracts which Oglethorpe maintains with each of its
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. Actual energy costs are compared, on a
monthly basis, to the billed energy costs, and an adjustment to revenues is made
such that energy revenues are equal to actual energy costs.

F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

Revenues from Cobb EMC and Jackson EMC, two of Oglethorpe's Members,
accounted for 12.5% and 11.2% in 1996, 11.3% and 10.4% in 1995, and 11.0% and
10.5% in 1994, respectively, of Oglethorpe's total operating revenues.

F. 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 1996, 1995 and 1994 amounted to $49,298,000, $54,588,000 and
$55,229,000, 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 the
Edwin I. Hatch Plant ("Plant Hatch") and Plant Vogtle. The services to be
provided by DOE were 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 2008. Activities for adding dry cast storage
capacity at Plant Hatch by as early as 1999 are in progress.

The Energy Policy Act of 1992 (the "Energy Policy Act") required that
utilities with nuclear plants be assessed over a 15-year period 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 was based on
its past purchases of nuclear fuel enrichment services from DOE. Based on its
ownership in Plants Hatch and Vogtle, Oglethorpe has a remaining nuclear fuel
asset of approximately $14,900,000, which is being amortized to nuclear fuel
expenses over the next 11 years. Oglethorpe has also recorded an obligation to
DOE which approximated $11,800,000 at December 31, 1996.

G. NUCLEAR DECOMMISSIONING

Oglethorpe's portion of the costs of decommissioning co-owned nuclear
facilities is estimated as follows:

<TABLE>
<CAPTION>
HATCH HATCH VOGTLE VOGTLE
UNIT NO. 1 UNIT NO. 2 UNIT NO. 1 UNIT NO. 2
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Years of site study......................... 1994 1994 1994 1994
Expected start date of decommissioning...... 2014 2018 2027 2029
Decommissioning cost:
Discounted................................ $ 92,000 $ 109,000 $ 82,000 $ 106,000
Undiscounted.............................. 157,000 207,000 198,000 271,000
</TABLE>

The decommissioning cost estimates are based on prompt dismantlement and
removal of the plant from service. The actual decommissioning costs may vary
from the above estimates because of changes in the assumed date of
decommissioning, changes in regulatory requirements, changes in technology, and
changes in costs of labor, materials and equipment.

The annual provision for decommissioning for 1996, 1995 and 1994 was
$2,597,000, $4,156,000 and $5,948,000, respectively. In developing the amount of
the annual provision for 1996 and 1997, the escalation rate was assumed to be
2.72% and return on trust assets was assumed to be 8%. Oglethorpe accounts for
this provision for decommissioning as depreciation expense with an offsetting
credit to a decommissioning reserve. Oglethorpe's management is of the opinion
that any changes in cost estimates of decommissioning will be fully recovered in
future rates.

F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

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. Oglethorpe's decommissioning reserve
reflects its obligation to decommission both the radioactive and most of the
non-radioactive portions of its nuclear facilities.

Realized investment earnings from the external trust fund, while increasing
the fund and interest income, also are applied to the decommissioning reserve
and charged to interest expense. Interest income earned from the external trust
fund is offset by the recognition of interest expense such that there is no
effect on Oglethorpe's net margin.

H. DEPRECIATION

Depreciation is computed on additions when they are placed in service using
the composite straight-line method. Annual depreciation rates in effect for
1996, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Steam production................................... 2.13% 2.13% 2.47%
Nuclear production................................. 2.73% 2.78% 2.84%
Hydro production................................... 2.00% 2.00% 2.00%
Other production................................... 3.75% 3.75% 2.42%
Transmission....................................... 2.75% 2.75% 2.75%
Distribution....................................... 2.88% 2.88% 2.88%
General............................................ 2.00-20.00% 2.00-20.00% 2.00-20.00%
</TABLE>

I. 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.

J. 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 issued and construction funds hold bond
proceeds for which construction expenditures have not yet been made. As of
December 31, 1996 and 1995, substantially all of the funds were invested in U.S.
Government securities.

F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

K. 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.

Of the amount reported as cash and temporary cash investments at December
31, 1996, approximately $65,600,000 is restricted by RUS for the purpose of
prepaying certain Federal Financing Bank ("FFB") long-term debt on or before
March 31, 1997.

L. 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.

At December 31, 1996 and 1995, fossil fuels inventories were $23,062,000 and
$12,296,000, respectively. Inventories for spare parts at December 31, 1996 and
1995 were $66,763,000 and $70,653,000, respectively.

M. DEFERRED CHARGES

Prior to 1996, Oglethorpe expensed nuclear refueling outage costs as
incurred. In 1996, Oglethorpe began accounting for these costs on a normalized
basis. Under this method of accounting, refueling outage costs are deferred and
subsequently amortized to expense over the 18-month operating cycle of each
unit. Deferred nuclear outage costs at December 31, 1996 were $12,961,000.

As a result of the availability of long-term capacity purchases at similar
costs but with reduced risks to Oglethorpe and its Members, Oglethorpe
determined that the Smarr Combustion Turbine Project was not needed within the
present planning horizon. Therefore, Oglethorpe is amortizing the accumulated
project costs in excess of the current value of the land purchased. The
remaining project costs of $6,445,000 are reflected as deferred charges on the
accompanying balance sheets. In 1995, Oglethorpe's Board of Directors authorized
that these project costs be amortized and fully recovered through future rates
over a period of 15 years beginning in that year.

N. DEFERRED CREDITS

In October 1989, Oglethorpe sold to Georgia Power Company ("GPC") a 24.45%
ownership interest in the Robert W. Scherer Plant ("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. RUS and Oglethorpe's Board of Directors approved a plan
whereby this gain was deferred and was amortized over 60 months ending in
September 1994.

In April 1982, Oglethorpe sold to three purchasers certain of the income tax
benefits associated with the Plant Robert W. Scherer Unit No. 1 ("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 net benefits as a deferred credit and is amortizing
the amount over the 20-year term of the leases.

In December 1996, Oglethorpe entered into long-term lease transactions for a
portion of its 74.61% undivided ownership interest in Rocky Mountain. The lease
transactions are characterized as a sale and lease-back for income tax purposes,
but not for financial reporting purposes. As a result of these leases,
Oglethorpe recorded a net benefit of $70,701,000 which was deferred and will be
amortized to income

F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

over the 30-year lease-back period. The lease transactions increased
Oglethorpe's Capitalization and Investments and funds by $41,685,000,
respectively (see Note 2 where discussed further).

In January 1997, Oglethorpe completed long-term lease transactions for the
remainder of its interest in Rocky Mountain resulting in a net benefit of
$24,859,000. The net benefit will be deferred and amortized to income over the
30-year term of the leases. Oglethorpe will increase Capitalization and
Investments and funds by $15,810,000, respectively.

O. REGULATORY ASSETS AND LIABILITIES

Oglethorpe is subject to the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 71, "Accounting for the Effects of Certain Types of
Regulation." Regulatory assets represent probable future revenues to Oglethorpe
associated with certain costs which will be recovered from Members through the
rate-making process. Regulatory liabilities represent probable future reduction
in revenues associated with amounts that are to be credited to Members through
the rate-making process. The following regulatory assets and liabilities were
reflected on the accompanying balance sheets as of December 31, 1996 and 1995:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS)
Premium and loss on reacquired debt................................... $ 201,007 $ 200,794
Deferred amortization of Scherer leasehold............................ 90,717 87,134
Other regulatory assets............................................... 29,308 33,666
Net benefit of sale of income tax benefits............................ (42,049) (50,194)
Net benefit of Rocky Mountain transactions............................ (70,701) --
Deferred margins...................................................... -- (32,047)
Energy costs.......................................................... -- 4,237
--------- ---------
$ 208,282 $ 243,590
--------- ---------
--------- ---------
</TABLE>

In the event that Oglethorpe is no longer subject to the provisions of SFAS
No. 71, Oglethorpe would be required to write off related regulatory assets and
liabilities. In addition, Oglethorpe would be required to determine any
impairment to other assets, including plant, and write down the assets, if
impaired, to their fair value.

P. PRESENTATION

Certain prior year amounts have been reclassified to conform with current
year presentation.

F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

2. FAIR VALUE OF FINANCIAL INSTRUMENTS:

A detail of the estimated fair values of Oglethorpe's financial instruments
as of December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996 DECEMBER 31, 1995
---------------------- ----------------------
<S> <C> <C> <C> <C>
FAIR FAIR
COST VALUE COST VALUE
---------- ---------- ---------- ----------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
CASH AND TEMPORARY CASH INVESTMENTS:
Commercial paper.............................................................. $ 52,700 $ 52,700 $ 179,055 $ 179,055
Certificates of deposit....................................................... 10,000 10,000 20,000 20,000
Cash and money market securities.............................................. 70,083 70,083 2,096 2,096
---------- ---------- ---------- ----------
TOTAL........................................................................... $ 132,783 $ 132,783 $ 201,151 $ 201,151
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
OTHER SHORT TERM INVESTMENTS:
Commingled investment fund.................................................... $ 91,712 $ 91,499 $ 76,180 $ 79,165
---------- ---------- ---------- ----------
TOTAL........................................................................... $ 91,712 $ 91,499 $ 76,180 $ 79,165
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
BOND, RESERVE AND CONSTRUCTION FUNDS:
U.S. Government securities.................................................... $ 36,505 $ 35,873 $ 49,348 $ 49,932
Repurchase agreements......................................................... 18,082 18,082 6,579 6,579
---------- ---------- ---------- ----------
TOTAL........................................................................... $ 54,587 $ 53,955 $ 55,927 $ 56,511
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
DECOMMISSIONING FUND:
U.S. Government securities.................................................... $ 24,034 $ 23,950 $ 23,087 $ 23,568
Foreign government securities................................................. 1,228 1,278 -- --
Commercial paper.............................................................. -- -- 4,036 4,036
Corporate bonds............................................................... 11,953 11,868 5,875 6,073
Equity securities............................................................. 30,339 34,073 19,514 21,271
Asset-backed securities....................................................... 3,103 3,125 12,484 12,614
Other bonds................................................................... 5,445 5,453 -- --
Cash and money market securities.............................................. 6,522 6,522 6,937 6,930
---------- ---------- ---------- ----------
TOTAL........................................................................... $ 82,624 $ 86,269 $ 71,933 $ 74,492
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
LONG-TERM DEBT.................................................................. $4,118,117 $4,228,317 $4,207,320 $4,506,925
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
INTEREST RATE SWAP.............................................................. $ -- $ 33,938 $ -- $ 52,089
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

The contractual maturities of debt securities available for sale at December
31, 1996 and 1995, regardless of their balance sheet classification, are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
---------------- ----------------
<S> <C> <C> <C> <C>
FAIR FAIR
COST VALUE COST VALUE
------- ------- ------- -------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Due within one year....................................................................... $33,944 $33,819 $21,050 $21,300
Due after one year through five years..................................................... 17,439 17,266 37,172 37,452
Due after five years through ten years.................................................... 27,912 27,302 27,628 27,966
Due after ten years....................................................................... 15,610 15,789 11,523 12,049
------- ------- ------- -------
$94,905 $94,176 $97,373 $98,767
------- ------- ------- -------
------- ------- ------- -------
</TABLE>

Oglethorpe used the methods and assumptions described below to estimate the
fair value of each class of financial instruments. For cash and temporary cash
investments, the carrying amount approximates fair value because of the
short-term maturity of those instruments. The fair value of Oglethorpe's
long-term debt and the swap arrangements 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.

Under the interest rate swap arrangements, Oglethorpe makes payments to the
counterparty based on the notional principal at a contractually fixed rate and
the counterparty makes payments to Oglethorpe based on the notional principal at
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. Oglethorpe entered into the swap arrangements
for the purpose of securing a fixed rate lower than otherwise would have been
available to Oglethorpe had it issued fixed rate bonds. For the Series 1993A
notes, the notional principal was $199,690,000 and the fixed swap rate is 5.67%
(the variable rate at December 31, 1996 and 1995 was 4.00% and 5.15%,
respectively). With respect to the Series 1994A notes, the notional principal
was $122,740,000 and the fixed swap rate is 6.01% (the variable rate at December
31, 1996 and 1995 was 4.00% and 5.05%, respectively). 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 estimated fair value of Oglethorpe's liability
under the swap arrangements at December 31, 1996 and 1995 was $33,938,000 and
$52,089,000, respectively. This amount represents payment Oglethorpe would pay
if the swap arrangements were terminated. Oglethorpe may be exposed to losses in
the event of nonperformance of the counterparty, but does not anticipate such
nonperformance.

Oglethorpe adopted SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," as of January 1, 1994. Under this SFAS, investment
securities held by Oglethorpe are classified as either available-for-sale or
held-to-maturity. Available-for-sale securities are carried at market value with
unrealized gains and losses, net of any tax effect, added to or deducted from
patronage capital. Unrealized gains and losses from investment securities held
in the decommissioning fund, which are also classified as available-for-sale,
are directly added to or deducted from the decommissioning reserve.
Held-to-maturity securities are carried at cost. All realized and unrealized
gains and losses are determined using the specific identification method. Gross
unrealized gains and losses at December 31, 1996 were $7,785,000 and $4,985,000,
respectively. Gross unrealized gains and losses at December 31,

F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

1995 were $6,497,000 and $368,000, respectively. For 1996 and 1995, proceeds
from sales of available-for-sale securities totaled $425,772,000 and
$438,643,000, respectively. Gross realized gains and losses from the 1996 sales
were $6,410,000 and $3,671,000 respectively. Gross realized gains and losses
from the 1995 sales were $5,098,000 and $1,308,000, respectively.

Investments in associated organizations were as follows at December 31, 1996
and 1995:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
National Rural Utilities Cooperative Finance Corp. ("CFC").......................................... $13,476 $13,476
CoBank, ACB......................................................................................... 1,664 2,132
Other............................................................................................... 239 245
------------ ------------
Total............................................................................................. $15,379 $15,853
------------ ------------
------------ ------------
</TABLE>

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.

The $41,685,000 deposit on the Rocky Mountain transactions (see Note 1 where
discussed) as of December 31, 1996 is invested in a guaranteed investment
contract which will be held to maturity (the end of the 30-year lease-back
period). At maturity, Oglethorpe fully intends to use the deposit to repurchase
tax ownership and to retain all other rights of ownership with respect to the
plant. The deposit is carried at cost.

In addition, from the proceeds of the Rocky Mountain transactions,
Oglethorpe paid $460,769,000 to a financial institution. In return, this
financial institution undertook to pay a portion of Oglethorpe's lease
obligations. Both Oglethorpe's interest in this payment undertaking agreement
and the corresponding lease obligations have been extinguished for financial
reporting purposes.

3. INCOME TAXES

Oglethorpe is a not-for-profit membership corporation subject to Federal and
state income taxes. 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 and member
loss carryforwards.

Oglethorpe accounts for its income taxes pursuant to SFAS No. 109. 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.

F-16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

A detail of the provision for income taxes in 1996, 1995 and 1994 is shown
as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ----- -----
<S> <C> <C> <C>
(DOLLARS IN
THOUSANDS)
Current
Federal........................................................................................... $ 3,525 $-- $--
State............................................................................................. -- -- --
------- ----- -----
3,525 -- --
------- ----- -----
Deferred
Federal........................................................................................... (3,525) $-- $--
State............................................................................................. -- -- --
------- ----- -----
(3,525) -- --
------- ----- -----
Income taxes charged to operations.................................................................. $ -- $-- $--
------- ----- -----
------- ----- -----
</TABLE>

The difference between the statutory federal income tax rate on income
before income taxes and Oglethorpe's effective income tax rate is summarized as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Statutory federal income tax rate................................................................... 35.0% 35.0% 35.0%
Patronage exclusion................................................................................. (35.7)% (35.6)% (35.4)%
Other............................................................................................... 0.7% 0.6% 0.4%
------ ------ ------
Effective income tax rate........................................................................... 0.0% 0.0% 0.0%
------ ------ ------
------ ------ ------
</TABLE>

F-17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

The components of the net deferred tax liabilities as of December 31, 1996
and 1995 were as follows:

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
DEFERRED TAX ASSETS
Net operating losses.............................................................................. $ 473,114 $ 538,067
Member loss carryforwards......................................................................... 328,912 342,370
Tax credits (alternative minimum tax and other)................................................... 256,205 252,680
Accounting for Rocky Mountain transactions........................................................ 233,045 --
Accounting for sale of income tax benefits........................................................ 77,429 86,599
Accrued nuclear decommissioning expense........................................................... 49,127 45,042
Accounting for asset dispositions................................................................. 32,545 33,496
Other............................................................................................. 3,318 18,277
----------- -----------
1,453,695 1,316,531
Less: Valuation allowance......................................................................... (252,680) (252,680)
----------- -----------
1,201,015 1,063,851
----------- -----------

DEFERRED TAX LIABILITIES
Depreciation...................................................................................... (1,008,714) (1,034,153)
Accounting for Rocky Mountain transactions........................................................ (156,557) --
Accounting for debt extinguishment................................................................ (64,841) (64,006)
Other............................................................................................. (32,888) (31,202)
----------- -----------
(1,263,000) (1,129,361)
----------- -----------
NET DEFERRED TAX LIABILITIES........................................................................ $ (61,985) $ (65,510)
----------- -----------
----------- -----------
</TABLE>

F-18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

As of December 31, 1996, Oglethorpe has federal tax net operating loss
carryforwards ("NOLs"), alternative minimum tax credits ("AMT") and unused
general business credits (consisting primarily of investment tax credits) as
follows:

<TABLE>
<CAPTION>
ALTERNATIVE
MINIMUM
EXPIRATION DATE TAX CREDITS TAX CREDITS NOLS
- ------------------------------------------------------------------------------------------ ----------- ----------- ----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
1997...................................................................................... $-- $ 11,197 $ --
1998...................................................................................... -- 6,934 --
1999...................................................................................... -- 37,206 --
2000...................................................................................... -- 3,198 --
2001...................................................................................... -- 7,264 --
2002...................................................................................... -- 130,377 --
2003...................................................................................... -- 652 242,187
2004...................................................................................... -- 55,663 114,285
2005...................................................................................... -- 189 213,080
2006...................................................................................... -- -- 209,009
2007...................................................................................... -- -- 86,779
2008...................................................................................... -- -- 94,927
2009...................................................................................... -- -- 96,394
2010...................................................................................... -- -- 77,970
None...................................................................................... 3,525 -- --
----------- ----------- ----------
$3,525 $252,680 $1,134,631
----------- ----------- ----------
----------- ----------- ----------
</TABLE>

Based on Oglethorpe's historical taxable transactions, the timing of the
reversal of existing temporary differences, future income, and tax planning
strategies, it is more likely than not that Oglethorpe's future taxable income
will be sufficient to realize the benefit of NOLs before their respective
expiration dates. The NOLs expiration dates start in the year 2003 and end in
the year 2010. However, as reflected in the above valuation allowance, it is
more likely than not that the tax credits will not be utilized before
expiration. It is more likely than not that the AMT credit will be utilized.

F-19
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

4. CAPITAL LEASES:

In December 1985, Oglethorpe sold and subsequently leased back from four
purchasers its 60% undivided ownership interest in the Plant Robert W. Scherer
Unit No. 2 ("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, 1996 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------
<S> <C>
1997.............................................................. $ 36,531
1998.............................................................. 37,302
1999.............................................................. 37,890
2000.............................................................. 37,755
2001.............................................................. 37,629
2002-2021......................................................... 569,179
----------
Total minimum lease payments...................................... 756,286
Less: Amount representing interest................................ (458,517)
----------
Present value of net minimum lease payments....................... 297,769
Less: Current portion............................................. (4,087)
----------
Long-term balance................................................. $ 293,682
----------
----------
</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
9.70%. As of December 31, 1996, the variable interest rates of the debt of the
remaining lessor ranged from 6.40% to 8.05% for an average rate of 6.83%.
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 varies 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 its 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 was such that amortization of
the Scherer Unit No. 2 leasehold calculated in this manner was 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.

In 1991 and 1992, all four of the lessors received Notices of Proposed
Adjustments from the Internal Revenue Service ("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. In 1994, the IRS
issued a revised Notice of Proposed Adjustments to one of the lessors which
reduced the proposed adjustments. During 1995, this lessor advised Oglethorpe
that it had settled this issue on the basis of the

F-20
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

revised Notice of Proposed Adjustments. Oglethorpe subsequently made a lump sum
indemnity payment of $362,000 to the lessor in order to compensate for the
reduction in the lessor's tax benefits resulting from the sale and leaseback
transaction. 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 other three lessors. Oglethorpe's indemnification liability to the
three lessors is estimated to be approximately $1,290,000 as of December 31,
1996. This liability has been reflected on the accompanying balance sheet.

5. LONG-TERM DEBT:

Long-term debt consists of mortgage notes payable to the United States of
America acting through the FFB and the RUS, mortgage notes issued in conjunction
with the sale by public authorities of pollution control revenue bonds, and
notes payable to CoBank, ACB ("CoBank"). Oglethorpe's headquarters facility is
pledged as collateral for the CoBank headquarters note; substantially all of the
owned tangible and certain of the intangible assets of Oglethorpe are pledged as
collateral for the FFB and RUS 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.

Oglethorpe currently has ten RUS-guaranteed FFB notes of which
$3,172,851,000 and $3,253,636,000 were outstanding at December 31, 1996 and
1995, respectively, with rates ranging from 5.27% to 9.51%.

In January 1996, Oglethorpe completed note modifications pursuant to which
it repriced $89,447,000 of FFB advances. In connection with such modification,
Oglethorpe paid a premium of $9,332,000. These amounts are reported as deferred
charges on the balance sheet, and will be amortized over 22 years, the longest
remaining life of the subject advances.

In October 1996, Oglethorpe completed a current refunding transaction
whereby $37,885,000 of fixed rate pollution control revenue bonds were issued.
The proceeds of this transaction were used to retire $37,885,000 of existing
bonds. The unamortized transaction costs related to this transaction have been
reported as a deferred charge on the balance sheet and are being amortized over
the life of the related bonds.

The annual interest requirement for 1997 is estimated to be $294,000,000.

Maturities for the long-term debt through 2001 are as follows:

<TABLE>
<CAPTION>
1997 1998 1999 2000 2001
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
FFB and RUS............................ $ 147,279 $ 86,894 $ 91,123 $ 98,867 $ 105,941
CoBank................................. 376 502 516 532 550
PCB Bonds.............................. 7,880 17,970 19,730 23,995 26,260
Capital Leases......................... 4,087 5,143 6,240 7,075 7,775
--------- --------- --------- --------- ---------
Total.................................. $ 159,622 $ 110,509 $ 117,609 $ 130,469 $ 140,526
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

The estimated annual interest expense and the long-term debt maturities
described above do not take into account Oglethorpe's proposed Corporate
Restructuring, discussed in Note 11.

Oglethorpe has a commercial paper program under which it may issue
commercial paper not to exceed a $250,000,000 balance outstanding at any time.
The commercial paper may be used for

F-21
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

working capital requirements and for general corporate purposes. Oglethorpe's
commercial paper is backed 100% by committed lines of credit provided by a group
of banks.

As of December 31, 1996 and 1995, no commercial paper was outstanding.

Oglethorpe has a $50,000,000 uncommitted short-term line of credit with CFC
and a $30,000,000 committed line of credit with SunTrust Bank, Atlanta
("SunTrust"). The maximum combined amount that can be outstanding under these
lines of credit and the commercial paper program at any one time totals
$250,000,000 due to certain restrictions contained in the CFC and SunTrust line
of credit agreements. No balance was outstanding on either of these two lines of
credit at either December 31, 1996 or 1995.

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 and
related accumulated depreciation as of December 31, 1996 is as follows:

<TABLE>
<CAPTION>
ACCUMULATED
PLANT INVESTMENT DEPRECIATION
- ---------------------------------------------------------------- ----------- -------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
In-service
Owned property
Vogtle Units No. 1 & No. 2
(NUCLEAR--30% OWNERSHIP).................................. $2,781,446 $ 665,953
Hatch Units No. 1 & No. 2
(NUCLEAR--30% OWNERSHIP).................................. 523,163 208,687
Wansley Units No. 1 & No. 2
(FOSSIL--30% OWNERSHIP)................................... 173,192 84,388
Scherer Unit No. 1
(FOSSIL--60% OWNERSHIP)................................... 429,299 193,129
Rocky Mountain Units No. 1, No. 2 & No. 3
(HYDRO--74.6% OWNERSHIP).................................. 556,470 17,401
Tallassee (Harrison Dam)
(HYDRO--100% OWNERSHIP)................................... 9,270 1,797
Wansley (COMBUSTION TURBINE--30% OWNERSHIP)................. 3,718 1,319
Generation step-up substations.............................. 55,877 19,173
Transmission and distribution plant......................... 815,929 179,960
Other....................................................... 94,002 25,060

Property under capital lease
Scherer Unit No. 2
(FOSSIL--60% LEASEHOLD)................................... 300,231 91,405
----------- -------------

Total in-service................................................ $5,742,597 $ 1,488,272
----------- -------------
----------- -------------
Construction work in progress
Generation improvements....................................... $ 11,963
Transmission and distribution plant........................... 18,715
Other......................................................... 503
-----------

Total construction work in progress............................. $ 31,181
-----------
-----------
</TABLE>

F-22
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
Rocky Mountain. Under the Rocky Mountain agreements, Oglethorpe assumed
responsibility for construction of the facility, which was commenced by GPC.
Under the agreements, GPC retained its current investment in Rocky Mountain with
the ultimate ownership interests of Oglethorpe and GPC in the facility based on
the ratio of each party's direct construction costs to total project direct
construction costs with certain adjustments.

On June 1, 1995, Unit 3 and the completed Unit Common facilities were
declared to be in commercial operation by Oglethorpe. Unit 2 and Unit 1 were
declared to be in commercial operation on June 19, 1995 and July 24, 1995,
respectively. In accordance with the Rocky Mountain agreements, the final
ownership interests of Oglethorpe and GPC in Rocky Mountain is 74.6% and 25.4%,
respectively. The final ownership interests in the project will be applied to
all future capital costs.

Oglethorpe is engaged in a continuous construction program and, as of
December 31, 1996, estimates property additions (including capitalized interest)
to be approximately $108,000,000 in 1997, $98,000,000 in 1998 and $100,000,000
in 1999, primarily for replacements and additions to generation and transmission
facilities.

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. EMPLOYEE BENEFIT PLANS:

Oglethorpe has a noncontributory defined benefit pension plan covering
substantially all employees. Oglethorpe's pension cost was approximately
$1,388,000 in 1996, $1,954,000 in 1995 and $1,262,000 in 1994. For 1995, pension
cost increased by $912,000 related to termination benefits. The termination
benefits resulted from an early retirement program undertaken in the fourth
quarter of 1995. 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 pension cost recognized in 1996, 1995 and 1994 was shown as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Pension cost was comprised of the following
Service cost -- benefits earned during the year................. $ 1,149 $ 913 $ 1,084
Interest cost on projected benefit obligation................... 872 742 714
Actual return on plan assets.................................... (984) (1,889) 387
Net amortization and deferral................................... 351 1,288 (911)
Net gain from a plan curtailment................................ -- (12) (12)
--------- --------- ---------
Net pension cost.................................................. $ 1,388 $ 1,042 $ 1,262
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-23
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

The plan's funded status in Oglethorpe's financial statements as of December
31, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS)
Actuarial present value of accumulated plan benefits:
Vested............................................................... $ 7,554 $ 6,868
Nonvested............................................................ 540 591
--------- ---------
$ 8,094 $ 7,459
--------- ---------
--------- ---------
Projected benefit obligation........................................... $ (13,211) $ (12,326)
Plan assets at fair value............................................ 9,218 7,760
--------- ---------
Projected benefit obligation in excess of plan assets.................. (3,993) (4,566)
Unrecognized net loss (gain) from past experience different from that
assumed and effects of changes in assumptions........................ (880) 223
Prior service cost not yet recognized in net periodic pension cost..... 498 548
Unrecognized net asset at transition date being recognized over 19
years................................................................ (109) (121)
--------- ---------
Pension accrual........................................................ $ (4,484) $ (3,916)
--------- ---------
--------- ---------
</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 7.50% and 5.0% in 1996, and 7.25% and 5.0% in 1995,
respectively. The expected long-term rate of return on plan assets was 8.5% in
1996 and 1995, and 8% in 1994, and the discount rate used in determining the
pension expense was 7.25% in 1996, 8.5% in 1995 and 7.5% in 1994.

Oglethorpe has a contributory employee retirement savings plan covering
substantially all employees. Employee contributions to the plan may be invested
in one or more of nine funds. The employee may contribute, subject to IRS
limitations, up to 16% of his annual compensation. Oglethorpe will match the
employee's contribution up to one-half of the first 6% of the employee's annual
compensation, as long as there is sufficient net margin to do so. Oglethorpe's
contributions to the plan were approximately $561,000 in 1996, $589,000 in 1995
and $565,000 in 1994.

8. 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 annual assessment for GPC that would be payable by Oglethorpe, based on
ownership share, is limited to approximately $6,351,000 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
Oglethorpe has coverage under NEIL II, which provides insurance to cover
decontamination, debris removal and premature decommissioning as well as excess
property damage to nuclear generating facilities for an additional
$2,250,000,000 for losses in excess of the $500,000,000 NML coverage described
above. Under the NEIL policies, members are

F-24
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

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 annual assessment for GPC that would be
payable by Oglethorpe, based on ownership share, is limited to approximately
$12,960,000.

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 $8,900,000,000, 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 $95,130,000 per incident, but not more than $12,000,000 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 $3,365,000.

All retrospective assessments, whether generated for liability or property,
may be subject to applicable state premium taxes.

9. POWER PURCHASE AND SALE 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 purchased on a take-or-pay basis 1,250
MW of capacity through the period ending August 31, 1996. Effective September 1,
1996, Oglethorpe will purchase 1,000 MW of capacity through the period ending
August 31, 1997. Effective September 1, 1997, Oglethorpe will purchase 750 MW of
capacity through the period ending August 31, 1998. Effective September 1, 1998,
Oglethorpe will purchase 500 MW of capacity through the period ending December
31, 2004, 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.

Oglethorpe has a contract with Hartwell Energy Limited Partnership for the
purchase of approximately 300 MW of capacity for a 25-year period commencing in
April 1994.

F-25
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

Oglethorpe has entered into a short-term seasonal power purchase agreement
with Florida Power Corporation. Under the agreement, Oglethorpe will purchase 50
MW of capacity on a take-or-pay basis for the period June 1, 1997 through
September 30, 1997 and 275 MW for the period June 1, 1998 through September 30,
1998.

As of December 31, 1996, 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>
1997........................................ $ 130,457
1998........................................ 111,539
1999........................................ 92,873
2000........................................ 94,917
2001........................................ 97,116
</TABLE>

Oglethorpe's power purchases from these agreements amounted to approximately
$190,760,000 in 1996, $206,641,000 in 1995 and $182,965,000 in 1994.

Oglethorpe has entered into an agreement with Alabama Electric Cooperative
to sell 100 MW of capacity for the period June 1998 through December 2005.

As a means of reducing the cost of power provided to the Members, in 1996,
Oglethorpe utilized short-term power supply agreements. The initial agreement
was with Enron Power Marketing, Inc. and was in place from January 4, 1996
through August 31, 1996. From September 1, 1996 through December 31, 1996,
Oglethorpe utilized a short-term power supply transaction with Duke/Louis
Dreyfus L.L.C. Under both of the agreements, the power marketer was required to
provide to Oglethorpe at a favorable fixed rate all the energy necessary to meet
the Members' requirements and Oglethorpe was required to provide to the power
marketer at cost, subject to certain limitations, upon request all energy
available from Oglethorpe's total power resources. Under both agreements,
Oglethorpe continued to operate the power supply system and continued to
dispatch the generating resources to ensure system reliability.

10. QUARTERLY FINANCIAL DATA (UNAUDITED):

Summarized quarterly financial information for 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
1996
Operating revenues...................................................................... $270,689 $275,228 $286,648 $268,872
Operating margin........................................................................ 73,568 72,514 75,009 61,658
Net margin.............................................................................. 8,988 4,732 12,508 (4,476)

1995
Operating revenues...................................................................... $257,547 $281,228 $317,536 $293,250
Operating margin........................................................................ 68,682 82,048 82,949 74,998
Net margin.............................................................................. 8,462 20,292 10,656 (17,152)
</TABLE>

F-26
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AND DISCLOSURES FOR THE YEARS ENDED TO DECEMBER 31, 1996, 1995 AND
1994)

Oglethorpe's business is influenced by seasonal weather conditions. Second
quarter 1996 net margin was lower than the same period of 1995 primarily as a
result of unbudgeted savings in 1995 from the continued capitalization of costs
of Rocky Mountain due to delay in commercial operation of the initial unit from
April 1995 to June 1995.

The negative net margin for the fourth quarter of 1996 is consistent with
expectations and reflects incurrence of certain nonrecurring expenses.

The negative net margin for the fourth quarter of 1995 was primarily
attributable to the deferral of excess margin. For a discussion of the amount of
excess margin deferred, see Note 1.

11. SUBSEQUENT EVENTS:

A. POWER SUPPLY ARRANGEMENTS

Oglethorpe has entered into power supply agreements for approximately 50% of
its Members' load requirements with LG&E Power Marketing Inc. These agreements
commenced on January 1, 1997, initially on a short-term basis. These agreements
converted to a long-term arrangement upon the closing of the corporate
Restructuring discussed below. Oglethorpe is now working to complete a long-term
contract for the remaining approximately 50% of its load.

B. CORPORATE RESTRUCTURING

Oglethorpe and the Members completed on March 11, 1997, the Corporate
Restructuring, in which Oglethorpe was divided into three specialized operating
companies to respond to increasing competition and regulatory changes in the
electric industry. As part of the Corporate Restructuring, Oglethorpe's
transmission business was sold to and is now owned and operated by Georgia
Transmission Corporation (An Electric Membership Corporation) ("GTC"), a
recently formed Georgia electric membership corporation. Oglethorpe's system
operations business was sold to and is now owned and operated by Georgia System
Operations Corporation ("GSOC"), a recently formed Georgia nonprofit
corporation. Oglethorpe continues to own and operate its power supply business.

F-27
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors of
Oglethorpe Power Corporation:

We have reviewed the accompanying condensed balance sheet of Oglethorpe
Power Corporation (a Georgia Corporation) as of September 30, 1997, and the
related unaudited condensed statements of revenues and expenses and cash flows
for the twelve-month period then ended. These financial statements are the
responsibility of the company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the condensed financial statements referred to above for them
to be in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Atlanta, Georgia
November 14, 1997.

F-28
<PAGE>
CONDENSED STATEMENTS OF REVENUES AND EXPENSES

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1997 1996
--------------------- -------------------
<S> <C> <C>
(UNAUDITED)
(DOLLARS IN THOUSANDS)
OPERATING REVENUES:
Sales to Members............................. $ 1,019,430 $ 1,023,094
Sales to non-Members......................... 50,383 78,343
----------- -------------------
TOTAL OPERATING REVENUES................. 1,069,813 1,101,437
----------- -------------------
OPERATING EXPENSES:
Fuel......................................... 200,858 206,524
Production................................... 139,645 129,178
Purchased power (Note 6)..................... 254,996 229,089
Power delivery............................... 10,210 18,216
Depreciation and amortization................ 149,891 163,130
Taxes other than income taxes................ 27,309 30,262
Other operating expenses..................... 29,253 42,289
----------- -------------------
TOTAL OPERATING EXPENSES................. 812,162 818,688
----------- -------------------
OPERATING MARGIN............................... 257,651 282,749
----------- -------------------
OTHER INCOME (EXPENSE):
Interest income.............................. 27,049 23,485
Amortization of net benefit of sale of income
tax benefits............................... 10,427 8,054
Amortization of deferred margins............. 7,927 32,047
Allowance for equity funds used during
construction............................... 182 238
Other........................................ 3,753 1,510
----------- -------------------
TOTAL OTHER INCOME............................. 49,338 65,334
----------- -------------------
INTEREST CHARGES:
Interest on long-term debt and other
obligations................................ 299,353 328,907
Allowance for debt funds used during
construction............................... (1,964) (2,576)
----------- -------------------
NET INTEREST CHARGES........................... 297,389 326,331
----------- -------------------
NET MARGIN..................................... $ 9,600 $ 21,752
----------- -------------------
----------- -------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED FINANCIAL
STATEMENTS.

F-29
<PAGE>
CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- --------------
<S> <C> <C>
(UNAUDITED)
(DOLLARS IN THOUSANDS)
ASSETS
ELECTRIC PLANT:
In service..................................................................... $4,906,315 $ 5,742,597
Less: Accumulated provision for depreciation................................... (1,382,063) (1,488,272)
-------------- --------------
3,524,252 4,254,325
Nuclear fuel, at amortized cost................................................ 86,980 86,722
Plant acquisition adjustments, at amortized cost............................... -- 4,153
Construction work in progress.................................................. 13,059 31,181
-------------- --------------
3,624,291 4,376,381
-------------- --------------
INVESTMENTS AND FUNDS:
Bond, reserve and construction funds, at market................................ 32,328 53,955
Decommissioning fund, at market................................................ 101,821 86,269
Investment in associated organizations, at cost................................ 15,407 15,379
Deposit on Rocky Mountain transactions, at cost (Note 5)....................... 51,325 41,685
-------------- --------------
200,881 197,288
-------------- --------------
CURRENT ASSETS:
Cash and temporary cash investments, at cost................................... 59,981 132,783
Other short-term investments, at market........................................ 96,145 91,499
Receivables.................................................................... 117,580 113,289
Inventories, at average cost................................................... 70,872 89,825
Prepayments and other current assets........................................... 22,371 14,625
-------------- --------------
366,949 442,021
-------------- --------------
DEFERRED CHARGES:
Premium and loss on reacquired debt, being amortized........................... 189,692 201,007
Deferred amortization of Scherer leasehold..................................... 94,832 90,717
Deferred debt expense, being amortized......................................... 13,641 21,703
Other.......................................................................... 36,994 33,058
-------------- --------------
335,159 346,485
-------------- --------------
$4,527,280 $ 5,362,175
-------------- --------------
-------------- --------------

EQUITY AND LIABILITIES
CAPITALIZATION:
Patronage capital and membership fees (including unrealized loss of ($515) at
September 30, 1997 and ($844) at December 31, 1996 on available-for-sale
securities).................................................................. $ 321,771 $ 356,229
Long-term debt (Note 3)........................................................ 3,171,511 4,052,470
Obligation under capital leases (Note 3)....................................... 289,825 293,682
Obligation under Rocky Mountain transactions (Note 5).......................... 51,325 41,685
-------------- --------------
3,834,432 4,744,066
-------------- --------------
CURRENT LIABILITIES:
Long-term debt and capital leases due within one year (Note 3)................. 87,847 159,622
Notes payable (Note 4)......................................................... 92,220 --
Accounts payable............................................................... 53,641 42,891
Accrued interest............................................................... 13,560 15,931
Accrued and withheld taxes..................................................... 19,800 4,940
Other current liabilities...................................................... 4,891 9,540
-------------- --------------
271,959 232,924
-------------- --------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Gain on sale of plant, being amortized......................................... 61,375 58,527
Net benefit of sale of income tax benefits, being amortized.................... 36,042 42,049
Net benefit of Rocky Mountain transactions, being amortized (Note 5)........... 93,171 70,701
Accumulated deferred income taxes.............................................. 60,325 61,985
Decommissioning reserve........................................................ 141,399 124,468
Other.......................................................................... 28,577 27,455
-------------- --------------
420,889 385,185
-------------- --------------
COMMITMENTS AND CONTINGENCIES
$4,527,280 $ 5,362,175
-------------- --------------
-------------- --------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED BALANCE SHEETS.

F-30
<PAGE>
CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1997 1996
--------------------- -------------------
<S> <C> <C>
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net margin......................................................... $ 9,600 $ 21,752
---------- ----------
ADJUSTMENTS TO RECONCILE NET MARGIN TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Depreciation and amortization.................................. 203,218 196,593
Net benefit of Rocky Mountain transactions..................... 93,171 70,701
Deferred gain from Corporate Restructuring..................... 4,670 --
Allowance for equity funds used during construction............ (182) (238)
Amortization of deferred margins............................... (7,927) (32,047)
Amortization of net benefit of sale of income tax benefits..... (10,518) (8,145)
Deferred income taxes.......................................... (5,185) (3,525)
Option payment on power swap agreement......................... (6,004) (3,750)
Other.......................................................... 7,147 4,813
CHANGE IN NET CURRENT ASSETS, EXCLUDING LONG-TERM DEBT DUE WITHIN
ONE YEAR AND DEFERRED MARGINS TO BE REFUNDED WITHIN ONE YEAR:
Receivables.................................................... (10,008) (13,731)
Inventories.................................................... 12,954 (6,875)
Prepayments and other current assets........................... (8,154) (299)
Accounts payable............................................... 10,268 (5,964)
Accrued interest............................................... (7,125) (75,165)
Accrued and withheld taxes..................................... (2,686) 3,155
Other current liabilities...................................... 2,730 (3,985)
---------- ----------
TOTAL ADJUSTMENTS.................................................. 276,369 121,538
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES............................ 285,969 143,290
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions................................................. (74,367) (93,704)
Net proceeds from bond, reserve and construction funds............. 19,896 1,340
Decrease in investment in associated organizations................. 16 474
Increase in other short-term investments........................... (5,208) (15,532)
Increase in decommissioning fund................................... (13,431) (10,691)
Net cash received in Corporate Restructuring....................... 24,539 --
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES.......................... (48,555) (118,113)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds, net................................................. 191,640 2,243
Debt payments...................................................... (414,395) (95,367)
Retirement of patronage capital.................................... (48,863) --
Other.............................................................. (1,679) (421)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES.......................... (273,297) (93,545)
---------- ----------
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS.................. (35,883) (68,368)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD........... 95,864 201,151
---------- ----------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD................. $ 59,981 $ 132,783
---------- ----------
---------- ----------
CASH PAID FOR:
Interest (net of amounts capitalized).............................. $ 284,165 $ 383,440
Income taxes....................................................... $ 830 $ --
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED FINANCIAL
STATEMENTS.

F-31
<PAGE>
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. PRINCIPLES OF PREPARATION:

The interim condensed financial statements included herein have been
prepared by Oglethorpe Power Corporation (An Electric Membership Corporation)
("Oglethorpe"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). In the opinion of
management, the accompanying interim condensed financial statements reflect all
adjustments (which include only normal recurring adjustments) necessary to
present fairly, in all material respects, the results for the twelve months
ended September 30, 1997. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such Commission
rules and regulations, although Oglethorpe believes that the disclosures are
adequate to make the information presented not misleading. These interim
condensed financial statements should be read in conjunction with Oglethorpe's
audited financial statements included in this Prospectus. Certain amounts for
1996 have been reclassified to conform with the current period presentation.

2. CORPORATE RESTRUCTURING:

Oglethorpe and the Members completed on March 11, 1997 a corporate
restructuring (the "Corporate Restructuring"), in which Oglethorpe was divided
into three specialized operating companies to respond to increasing competition
and regulatory changes in the electric industry. Oglethorpe's transmission
business was sold to, and is now owned and operated by, Georgia Transmission
Corporation (An Electric Membership Corporation) ("GTC"), a recently formed
Georgia electric membership corporation. Oglethorpe's system operations business
was sold to, and is now owned and operated by, Georgia System Operations
Corporation ("GSOC"), a recently formed Georgia nonprofit corporation.
Oglethorpe continues to own and operate its power supply business. (See
"BUSINESS OF OGLETHORPE--Corporate Restructuring," "--Relationship with GTC" and
"--Relationship with GSOC.")

The total purchase price GTC and GSOC paid Oglethorpe for the transmission
and system operations businesses was approximately $717 million. The following
summarizes the assets and liabilities sold by Oglethorpe to GTC and GSOC as a
result of the restructuring:

<TABLE>
<CAPTION>
ASSETS EQUITY & LIABILITIES
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Plant in service........................ $ 847,172 Long-term debt.......................... $ 686,054
Accumulated depreciation................ (195,944) Accounts payable........................ 585
Construction work in progress........... 13,313 Accrued interest........................ 121
Plant acquisition adjustments........... 3,887 Accrued pension cost.................... 1,047
Inventories............................. 8,980 Deferred revenues....................... 310
----------
Prepayments............................. 71 TOTAL LIABILITIES EXTINGUISHED.... 688,117
Premium on reacquired debt.............. 33,410 Notes received from GSOC................ 4,823
Deferred debt expense................... 1,920 Net cash received....................... 24,539
----------- ----------
TOTAL ASSETS SOLD..................... 712,809 TOTAL PURCHASE PRICE.................... $ 717,479
----------
----------
Deferred gain on sale................... 4,670
-----------
TOTAL PURCHASE PRICE.................. $ 717,479
-----------
-----------
</TABLE>

F-32
<PAGE>
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

On October 1, 1996, Oglethorpe transferred to GSOC its system operations
assets, consisting of its system control center and related energy control and
revenue metering systems equipment. The purchase price totaled approximately
$9.4 million and was paid by (i) GSOC's assumption of Oglethorpe's obligations
under an existing note held by RUS, (ii) delivery of a purchase money note
payable to Oglethorpe, and (iii) the assumption of certain other liabilities of
Oglethorpe. From October 1, 1996 to March 11, 1997, Oglethorpe was the sole
member of GSOC; therefore, the assets transferred to GSOC remained in the
balance sheet of Oglethorpe. The Members became members of GSOC on March 11,
1997; and thereafter the assets, liabilities and equity of GSOC were no longer
part of Oglethorpe.

Decreases in operating revenues, power delivery expenses, depreciation and
amortization, taxes other than income taxes, operating margin, other operating
income, and net interest charges from 1996 to 1997 are primarily attributable to
the Corporate Restructuring. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.")

3. DEBT OBLIGATIONS:

As discussed in Note 2, GTC assumed approximately $686 million of
Oglethorpe's long-term debt obligations. The following schedule reflects as of
September 30, 1997 the annual maturities of Oglethorpe's debt remaining after
the Corporate Restructuring:

<TABLE>
<CAPTION>
1997 1998 1999 2000 2001
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
FFB & RUS................................ $ 133,404 $ 69,414 $ 72,740 $ 78,471 $ 84,471
CoBank................................... 365 483 495 508 523
PCB Bonds................................ 14,482 13,206 14,540 17,949 19,678
Capital Leases........................... 4,087 5,143 6,240 7,075 7,775
--------- --------- --------- --------- ---------
Total.................................... $ 152,338 $ 88,246 $ 94,015 $ 104,003 $ 112,447
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

4. NOTES PAYABLE:

The $92 million classified as Notes Payable on the Balance Sheet relates to
commercial paper outstanding which was issued to defease approximately $92
million in principal amount of Series 1992 pollution control revenue bonds
("PCBs"). It is Oglethorpe's intent to refinance this commercial paper on a
long-term basis by issuing medium-term notes or PCBs. However, as no formal
financing agreement is in place for this longer term refinancing, the $92
million has been classified as a current liability.

5. SALE AND LEASEBACK AGREEMENTS:

In December 1996, Oglethorpe entered into long-term lease transactions for a
portion of its 74.61% undivided ownership interest in the Rocky Mountain Pumped
Storage Hydroelectric Facility ("Rocky Mountain"). The lease transactions are
characterized as a sale and leaseback for income tax purposes, but not for
financial reporting purposes. As a result of these leases, Oglethorpe recorded a
net benefit of approximately $71 million, which was deferred and will be
amortized to income over the 30-year leaseback period. The lease transactions
increased Oglethorpe's Capitalization and Investments and funds in the December
31, 1996 balance sheet by approximately $41 million.

In January 1997, Oglethorpe completed the long-term lease transactions for
the remainder of its interest in Rocky Mountain resulting in a net benefit of
approximately $25 million, which will also be

F-33
<PAGE>
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

deferred over the 30-year leaseback period. These additional lease transactions
increased Oglethorpe's Capitalization and Investments and funds by approximately
$16 million.

6. POWER MARKETER AGREEMENTS:

Effective January 1, 1997, Oglethorpe entered into power marketer agreements
with LG&E Energy Marketing, Inc. ("LEM") for 50% of the load requirements of the
Members. Under the agreement, LEM is obligated to deliver, and Oglethorpe is
obligated to take, approximately 50% of load requirements of the participating
Members less the load requirements for certain customers who have the right to
choose electric suppliers, plus 50% of the delivery obligations under
Oglethorpe's existing firm power off-system sale contracts. The LEM agreement
relating to 37 of the 39 Members has a term extending through 2011.

Effective May 1, 1997, Oglethorpe entered into a power marketer agreement
with Morgan Stanley Capital Group Inc. ("Morgan Stanley") with respect to 50% of
the Members' forecasted load requirements. The agreement obligates Oglethorpe to
purchase fixed quantities of energy at fixed prices. Each Member selected a term
for its obligation, as well as the portion of its forecasted requirements to be
purchased as a fixed quantity. Oglethorpe is obligated to sell and Morgan
Stanley is obligated to buy 50% of the output, in contractually fixed amounts,
of each Member's percentage capacity responsibility ("PCR") share (for the term
and portion selected) of the "must run" units (primarily nuclear units).
Oglethorpe is also obligated to make available the same share of all other
resources, in contractually fixed amounts, which Morgan Stanley may schedule for
each 24-hour day. This schedule is set the day prior based on availability
limitations in the contract. Morgan Stanley pays a contractually fixed amount
each month and an amount for the scheduled energy based on contractually fixed
prices. The agreement has an initial term extending to March 31, 2000. The
agreement has a term extending to March 31, 2005, but the purchases for certain
Members decline to zero prior to that date. Oglethorpe plans to manage the
system resources covered by the Morgan Stanley agreement through scheduling and
dispatching such resources. Oglethorpe will also make purchases and sales to
balance the fixed purchase obligation against the actual requirements and to
optimize the use of the resources after receiving the daily schedule from Morgan
Stanley.

(See "MEMBER REQUIREMENTS AND POWER SUPPLY RESOURCES--Power Marketer
Arrangements.")

F-34
<PAGE>
APPENDIX A
MEMBER FINANCIAL AND STATISTICAL INFORMATION

Oglethorpe's 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 RUS or loan documents with other lenders. The RUS mortgages
generally prohibit such distributions unless, after any such distribution the
Member's total equity will equal at least 40% (30% in the case of Members, if
any, that have the new form of RUS loan documents) 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 (provided that equity is at least
20% in the case of Members, if any, that have the new form of RUS loan
documents). (See "THE MEMBERS OF OGLETHORPE--Members' Relationship with RUS.")

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. The following selected
information on the individual Members is intended to show, in the aggregate, the
assets, liabilities, equity, revenues and margins of the Members; Member assets,
liabilities, equity, revenues and margins should not, however, be attributed to
Oglethorpe itself. In addition, the revenues of the Members are not pledged to
Oglethorpe, but such revenues are received by the respective Members and are the
source from which moneys are derived by the Members to pay for power and energy
received from Oglethorpe. Revenues of the Members are, however, pledged under
their respective RUS mortgages or loan documents with other lenders.

The information contained in these Tables was taken from RUS Financial and
Statistical Reports (RUS Form 7) or similar reports prepared for other lenders
or provided directly by a Member. This information has not been independently
verified by RUS, any lender or Oglethorpe. The "Total" columns for all these
years were not supplied or compiled by RUS, any lender or the Members. The
"Total" column in each table is for informational purposes only, inasmuch as
each Member operates independently and is not responsible for the obligations of
other Members. For the calendar years 1994, 1995 and 1996, the information on
the individual Members is presented in the succeeding tables as follows: Table
1, selected statistics; Table 2, average number of consumers served; Table 3,
annual MWh sales by consumer class; Table 4, annual revenues by consumer class;
Table 5, summary of operating results; and Table 6, condensed balance sheet
information.

A-1
<PAGE>
OGLETHORPE POWER CORPORATION
MEMBER FINANCIAL AND STATISTICAL INFORMATION
TABLE 1
SELECTED STATISTICS OF EACH MEMBER
(AS OF DECEMBER 31)
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL
----------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>

1996
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 89.96 82.24 94.26 82.03 86.71 97.70
Avg. Monthly Residential kWh.......... 1,034 938 1,099 956 1,073 1,116
Avg. Residential Rev.(cents per
kWh)................................ 8.70 8.76 8.57 8.58 8.08 8.75

Times Interest Earned Ratio........... 2.81 1.72 2.85 2.66 2.75 1.57
Equity/Assets......................... 56.5% 30.6% 46.4% 41.6% 46.6% 29.5%
Equity/Total Capitalization........... 61.7% 35.0% 50.4% 47.5% 50.2% 32.2%

1995
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 89.74 83.27 92.84 80.38 89.47 98.10
Avg. Monthly Residential kWh.......... 992 898 1,056 909 1,018 1,058
Avg. Residential Rev.(cents per
kWh)................................ 9.04 9.28 8.79 8.84 8.79 9.27

Times Interest Earned Ratio........... 3.88 1.83 2.36 2.02 2.06 1.87
Equity/Assets......................... 58.2% 30.2% 46.0% 41.8% 43.6% 31.7%
Equity/Total Capitalization........... 63.1% 34.4% 50.0% 46.8% 47.4% 35.2%

1994
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 84.18 76.87 88.28 75.77 81.80 88.96
Avg. Monthly Residential kWh.......... 929 856 991 862 962 974
Avg. Residential Rev.(cents per
kWh)................................ 9.06 8.98 8.91 8.79 8.50 9.14

Times Interest Earned Ratio........... 3.42 1.54 2.97 2.97 2.06 1.54
Equity/Assets......................... 59.4% 29.8% 46.8% 42.0% 45.3% 31.7%
Equity/Total Capitalization........... 63.7% 33.4% 50.8% 45.9% 51.0% 35.0%

<CAPTION>
COWETA-
COBB COLQUITT FAYETTE
----------- ----------- -----------
<S> <C> <C> <C>
1996
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 89.71 88.88 92.06
Avg. Monthly Residential kWh.......... 1,030 1,182 1,111
Avg. Residential Rev.(cents per
kWh)................................ 8.71 7.52 8.29
Times Interest Earned Ratio........... 1.57 3.36 1.92
Equity/Assets......................... 33.6% 52.5% 31.8%
Equity/Total Capitalization........... 40.2% 56.8% 36.4%
1995
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 91.13 89.57 95.77
Avg. Monthly Residential kWh.......... 1,038 1,140 1,081
Avg. Residential Rev.(cents per
kWh)................................ 8.78 7.86 8.86
Times Interest Earned Ratio........... 1.82 2.86 1.78
Equity/Assets......................... 33.3% 50.0% 32.2%
Equity/Total Capitalization........... 39.0% 54.0% 36.5%
1994
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 87.09 83.47 86.78
Avg. Monthly Residential kWh.......... 922 1,063 1,009
Avg. Residential Rev.(cents per
kWh)................................ 9.44 7.85 8.60
Times Interest Earned Ratio........... 2.28 2.36 1.66
Equity/Assets......................... 33.1% 51.1% 33.8%
Equity/Total Capitalization........... 38.2% 55.2% 38.1%
</TABLE>
<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(1) PATAULA
----------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>

1996
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 93.56 98.47 79.03 90.26 94.92 66.45
Avg. Monthly Residential kWh.......... 1,169 1,220 902 1,000 1,172 775
Avg. Residential Rev.(cents per
kWh)................................ 8.00 8.07 8.76 9.02 8.10 8.58

Times Interest Earned Ratio........... 2.09 2.24 3.00 2.66 1.75 4.18
Equity/Assets......................... 42.2% 51.5% 46.6% 46.4% 33.7% 57.7%
Equity/Total Capitalization........... 44.0% 59.1% 51.2% 51.9% 42.3% 60.8%

1995
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 99.58 98.29 82.25 90.72 98.29 67.12
Avg. Monthly Residential kWh.......... 1,096 1,164 861 977 1,134 737
Avg. Residential Rev.(cents per
kWh)................................ 9.08 8.44 9.56 9.29 8.66 9.10

Times Interest Earned Ratio........... 2.13 2.38 2.02 2.16 1.57 3.36
Equity/Assets......................... 40.7% 50.9% 46.8% 47.6% 33.4% 54.2%
Equity/Total Capitalization........... 44.0% 62.0% 49.1% 53.2% 40.5% 57.3%

1994
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 91.65 89.97 76.00 82.98 89.03 62.85
Avg. Monthly Residential kWh.......... 1,018 1,088 804 905 1,059 692
Avg. Residential Rev.(cents per
kWh)................................ 9.01 8.27 9.45 9.17 8.41 9.08

Times Interest Earned Ratio........... 1.76 2.77 2.57 1.76 1.54 2.61
Equity/Assets......................... 40.0% 50.7% 48.7% 47.6% 34.6% 51.2%
Equity/Total Capitalization........... 44.0% 60.8% 51.3% 52.3% 39.8% 54.2%

PLANTERS RAYLE SATILLA
----------- ----------- -----------
<S> <C> <C> <C>
1996
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 84.45 80.01 83.09
Avg. Monthly Residential kWh.......... 1,104 914 1,145
Avg. Residential Rev.(cents per
kWh)................................ 7.65 8.76 7.26
Times Interest Earned Ratio........... 2.63 1.92 2.29
Equity/Assets......................... 48.1% 40.6% 55.8%
Equity/Total Capitalization........... 53.8% 44.0% 60.3%
1995
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 85.19 82.64 87.69
Avg. Monthly Residential kWh.......... 1,061 876 1,093
Avg. Residential Rev.(cents per
kWh)................................ 8.03 9.43 8.03
Times Interest Earned Ratio........... 2.91 1.58 2.62
Equity/Assets......................... 48.6% 40.0% 55.0%
Equity/Total Capitalization........... 54.4% 42.7% 59.9%
1994
- --------------------------------------
Avg. Monthly Residential Rev.($)...... 82.70 75.97 79.78
Avg. Monthly Residential kWh.......... 993 827 1,038
Avg. Residential Rev.(cents per
kWh)................................ 8.33 9.18 7.69
Times Interest Earned Ratio........... 3.11 1.76 3.16
Equity/Assets......................... 49.2% 41.0% 56.7%
Equity/Total Capitalization........... 54.8% 43.2% 61.1%
</TABLE>

- ------------------------

(1) Includes information relating to Okefenoke Rural EMC's operations in both
Georgia and Florida. Okefenoke Rural EMC purchases a portion of its power
and energy from an electric supplier in Florida. In 1996, such energy
amounted to approximately 26% of its total energy requirements.

(2) Weighted Average.

A-2
<PAGE>
TABLE 1 (CONTINUED)
<TABLE>
<CAPTION>
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON
----------- ------------- ------------- ------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

81.86 89.06 88.98 86.19 73.72 81.69 85.77 82.67 89.77
1,140 1,238 1,067 1,122 943 984 1,067 1,112 1,069
7.18 7.20 8.34 7.68 7.82 8.31 8.04 7.43 8.40

1.97 2.55 1.97 3.66 1.93 3.52 1.77 2.04 2.07
42.3% 42.7% 48.7% 45.4% 44.8% 44.0% 39.2% 35.9% 40.2%
47.5% 51.3% 55.4% 49.4% 52.3% 50.8% 41.0% 41.2% 48.0%

82.28 91.35 88.92 90.22 73.14 76.84 83.89 86.69 92.95
1,077 1,209 1,026 1,087 895 951 1,027 1,072 1,042
7.64 7.55 8.67 8.30 8.18 8.08 8.16 8.08 8.92

1.88 2.27 1.55 3.00 1.88 2.00 1.67 1.97 1.82
46.5% 44.4% 48.2% 42.0% 44.9% 42.5% 40.3% 36.6% 39.7%
51.8% 51.5% 53.8% 44.9% 52.1% 49.8% 42.4% 42.3% 45.3%

78.01 85.79 82.71 81.24 69.47 71.31 81.34 83.38 86.10
1,005 1,140 915 1,030 871 908 947 1,021 989
7.76 7.53 9.04 7.89 7.97 7.85 8.59 8.17 8.70

1.89 3.25 2.42 2.20 -1.01 1.55 1.86 1.87 2.32
48.1% 45.9% 53.5% 41.0% 45.6% 44.5% 40.4% 37.6% 40.4%
53.6% 51.9% 58.0% 44.0% 52.8% 52.3% 42.4% 42.3% 46.6%

<CAPTION>
JEFFERSON LAMAR
--------------- -------------
<S> <C> <C>
81.86 86.41 80.92
1,140 1,086 941
7.18 7.96 8.60
1.97 3.67 1.70
42.3% 50.1% 38.4%
47.5% 59.1% 40.7%
82.28 86.56 85.82
1,077 1,053 993
7.64 8.22 8.64
1.88 2.47 1.69
46.5% 50.1% 37.1%
51.8% 57.2% 38.9%
78.01 78.04 74.43
1,005 988 844
7.76 7.90 8.82
1.89 3.61 1.94
48.1% 50.3% 38.7%
53.6% 57.0% 40.7%
</TABLE>
<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY WALTON
- --------- ----------- ----------- ------------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

93.08 90.29 91.51 101.33 79.21 87.50 93.42 73.92 92.04
1,089 1,119 1,185 1,319 1,047 1,026 1,222 900 1,202
8.55 8.07 7.72 7.69 7.57 8.52 7.64 8.21 7.66

2.07 2.53 1.76 1.95 2.46 2.55 2.97 4.70 3.34
32.0% 46.8% 40.6% 42.7% 54.4% 40.5% 49.8% 57.5% 49.1%
35.1% 51.8% 51.9% 47.3% 57.6% 44.1% 58.0% 63.9% 59.1%

95.59 91.85 94.02 99.84 89.45 85.05 97.93 71.01 96.26
1,060 1,078 1,143 1,258 1,056 971 1,148 868 1,166
9.02 8.52 8.23 7.94 8.47 8.76 8.53 8.18 8.26

1.59 2.25 2.13 2.03 2.57 1.71 3.52 2.49 3.12
33.0% 48.7% 41.8% 46.3% 53.1% 38.1% 49.3% 55.3% 48.0%
37.8% 55.1% 50.7% 50.4% 55.6% 40.5% 55.1% 61.3% 55.9%

84.27 83.52 87.46 93.72 79.84 77.45 91.63 67.16 88.35
979 1,004 1,069 1,193 951 915 1,091 815 1,080
8.61 8.32 8.18 7.86 8.39 8.46 8.40 8.24 8.18

1.53 2.50 2.88 2.26 2.06 1.58 2.02 3.19 2.20
34.9% 52.8% 42.0% 51.3% 54.4% 39.0% 42.8% 54.8% 46.0%
40.0% 59.3% 76.5% 55.1% 58.9% 42.4% 46.8% 60.1% 51.9%

SAWNEE WASHINGTON TOTAL
- --------- ------------- ---------------
<S> <C> <C> <C>
93.08 84.17 87.75
1,089 979 1,096
8.55 8.60 8.00
2.07 2.01 2.30(2)
32.0% 41.7% 41.3%(2)
35.1% 45.8% 47.1%(2)
95.59 82.39 89.80
1,060 932 1,062
9.02 8.84 8.45
1.59 2.28 2.13(2)
33.0% 41.3% 41.1%(2)
37.8% 44.6% 46.6%(2)
84.27 74.77 83.28
979 864 991
8.61 8.65 8.40
1.53 1.79 2.10(2)
34.9% 42.5% 41.7%(2)
40.0% 45.3% 47.2%(2)
</TABLE>

A-3
<PAGE>
OGLETHORPE POWER CORPORATION
MEMBER FINANCIAL AND STATISTICAL INFORMATION

TABLE 2

AVERAGE NUMBER OF CONSUMERS SERVED BY EACH MEMBER
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL COBB
----------- ----------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
Residential Service................... 14,264 25,770 14,773 31,088 26,795 9,387 120,037
Commercial & Industrial............... 1,246 1,053 251 1,695 1,476 1,036 7,555
Other................................. 70 7 100 352 34 89 1,106
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 15,580 26,831 15,123 33,135 28,305 10,513 128,698
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

1995
Residential Service................... 13,892 24,439 14,320 30,155 26,088 8,913 113,807
Commercial & Industrial............... 1,212 1,008 215 1,646 1,179 979 7,161
Other................................. 65 7 103 349 34 89 1,411
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 15,169 25,454 14,638 32,150 27,301 9,981 122,379
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

1994
Residential Service................... 13,493 23,165 13,835 29,169 25,177 8,495 109,251
Commercial & Industrial............... 1,159 978 209 1,605 1,108 884 6,655
Other................................. 65 7 84 349 35 87 1,178
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 14,717 24,150 14,128 31,123 26,320 9,466 117,084
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

<CAPTION>
COWETA-
COLQUITT FAYETTE
----------- -----------
<S> <C> <C>
1996
Residential Service................... 40,934 43,056
Commercial & Industrial............... 1,864 2,307
Other................................. 1,151 181
----------- -----------
Total Consumers Served............ 43,949 45,545
----------- -----------
----------- -----------
1995
Residential Service................... 39,273 40,714
Commercial & Industrial............... 1,728 2,104
Other................................. 1,095 160
----------- -----------
Total Consumers Served............ 42,095 42,978
----------- -----------
----------- -----------
1994
Residential Service................... 38,042 38,195
Commercial & Industrial............... 1,643 1,941
Other................................. 1,047 316
----------- -----------
Total Consumers Served............ 40,732 40,452
----------- -----------
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(1) PATAULA PLANTERS
----------- ----------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
Residential Service................... 4,173 18,167 9,040 9,738 22,144 4,031 12,750
Commercial & Industrial............... 1,487 819 435 362 1,321 238 529
Other................................. 385 822 293 355 255 90 425
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 6,045 19,808 9,768 10,454 23,719 4,360 13,704
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

1995
Residential Service................... 4,120 17,807 8,838 9,482 21,513 3,951 12,308
Commercial & Industrial............... 1,480 763 422 327 1,121 228 516
Other................................. 342 761 286 359 239 92 415
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 5,942 19,331 9,546 10,168 22,873 4,271 13,239
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

1994
Residential Service................... 4,032 17,341 8,703 9,275 21,391 3,845 11,972
Commercial & Industrial............... 1,423 786 327 300 1,079 220 516
Other................................. 312 700 251 352 14 92 401
----------- ----------- ------------- ----------- ----------- ----------- -----------
Total Consumers Served............ 5,767 18,827 9,281 9,927 22,484 4,157 12,889
----------- ----------- ------------- ----------- ----------- ----------- -----------
----------- ----------- ------------- ----------- ----------- ----------- -----------

RAYLE SATILLA
----------- -----------
<S> <C> <C>
1996
Residential Service................... 13,897 38,686
Commercial & Industrial............... 1,052 1,415
Other................................. 0 888
----------- -----------
Total Consumers Served............ 14,949 40,988
----------- -----------
----------- -----------
1995
Residential Service................... 13,596 37,338
Commercial & Industrial............... 1,034 1,346
Other................................. 0 855
----------- -----------
Total Consumers Served............ 14,631 39,539
----------- -----------
----------- -----------
1994
Residential Service................... 13,310 35,850
Commercial & Industrial............... 1,039 1,305
Other................................. 0 843
----------- -----------
Total Consumers Served............ 14,349 37,998
----------- -----------
----------- -----------
</TABLE>

- ------------------------
(1) Includes information relating to Okefenoke Rural EMC's operations in both
Georgia and Florida. Okefenoke Rural EMC purchases a portion of its power
and energy from an electric supplier in Florida. In 1996, such energy
amounted to approximately 26% of its total energy requirements.

A-4
<PAGE>
TABLE 2 (CONTINUED)
<TABLE>
<CAPTION>
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON JEFFERSON LAMAR
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15,173 48,402 13,997 58,221 21,553 23,729 9,182 109,740 26,951
834 5,134 398 4,613 1,690 4,309 160 7,877 377 747
166 549 456 366 13 0 322 805 61 9
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
16,174 54,085 14,851 63,200 23,256 28,038 9,663 118,421 27,389 13,272
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

14,371 46,588 13,549 55,889 20,648 23,154 8,933 103,418 26,331 12,031
772 4,936 373 4,319 1,610 4,179 169 7,610 360 728
112 532 433 337 12 0 287 516 58 7
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
15,255 52,056 14,355 60,545 22,270 27,333 9,388 111,544 26,750 12,766
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

13,849 45,368 13,105 53,753 19,826 22,524 8,703 98,388 25,616 11,686
751 4,715 358 4,115 1,513 4,020 159 7,603 344 714
104 522 425 308 12 0 271 286 55 6
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
14,704 50,605 13,888 58,176 21,351 26,544 9,133 106,277 26,015 12,406
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

<CAPTION>
LITTLE
EXCELSIOR OCMULGEE
- ----------- -----------
<S> <C>
12,516
834 56
166 239
- ----------- -----------
16,174 8,767
- ----------- -----------
- ----------- -----------
14,371 7,577
772 56
112 227
- ----------- -----------
15,255 7,861
- ----------- -----------
- ----------- -----------
13,849 8,093
751 60
104 225
- ----------- -----------
14,704 8,378
- ----------- -----------
- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY WALTON WASHINGTON
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
70,076 5,283 47,415 11,905 11,737 13,687 19,155 7,365 70,234 12,018
4,909 255 2,359 3,546 559 973 2,129 508 4,559 488
2,023 124 0 121 202 0 178 105 1,084 20
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
77,008 5,661 49,774 15,572 12,498 14,660 21,462 7,977 75,877 12,526
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

64,402 5,071 45,177 11,584 11,891 13,283 18,657 7,240 67,484 11,849
4,366 247 2,219 3,462 247 952 2,090 450 4,305 388
1,429 116 0 120 20 0 187 102 1,035 18
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
70,197 5,434 47,396 15,167 12,158 14,235 20,934 7,792 72,824 12,255
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

59,611 4,874 43,282 11,189 11,651 12,880 17,958 7,092 65,036 11,556
4,013 238 2,118 3,376 259 930 2,097 445 4,132 349
1,289 114 0 119 20 0 185 104 994 19
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
64,913 5,226 45,400 14,684 11,931 13,810 20,240 7,641 70,162 11,924
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------
- ----------- --------- ----------- ------------- ------------- ----------- --------- ----------- ----------- -------------

SAWNEE TOTAL
- ----------- -----------
<S> <C>
70,076 1,075,539
4,909 72,618
2,023 13,446
- ----------- -----------
77,008 1,161,603
- ----------- -----------
- ----------- -----------
64,402 1,029,681
4,366 68,307
1,429 12,210
- ----------- -----------
70,197 1,110,197
- ----------- -----------
- ----------- -----------
59,611 990,581
4,013 65,487
1,289 11,191
- ----------- -----------
64,913 1,067,258
- ----------- -----------
- ----------- -----------
</TABLE>

A-5
<PAGE>
OGLETHORPE POWER CORPORATION
MEMBER FINANCIAL AND STATISTICAL INFORMATION

TABLE 3
ANNUAL MWH SALES BY CONSUMER CLASS OF EACH MEMBER (1)
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL COBB
----------- ----------- ----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
- -------------------------------------
Residential Service.................. 176,920 290,172 194,871 356,763 345,134 125,738 1,483,575
Commercial & Industrial.............. 162,148 40,898 70,042 234,058 109,657 53,053 689,253
Other................................ 1,821 104 2,220 3,920 437 970 89,332
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 340,889 331,175 267,133 594,740 455,228 179,761 2,262,159
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------
1995
- -------------------------------------
Residential Service.................. 165,438 263,230 181,483 328,968 318,566 113,174 1,417,804
Commercial & Industrial.............. 85,985 36,571 66,445 217,124 95,655 50,203 592,854
Other................................ 1,832 13,460 1,592 3,648 426 898 84,075
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 253,255 313,261 249,520 549,740 414,647 164,276 2,094,733
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------
1994
- -------------------------------------
Residential Service.................. 150,406 238,069 164,559 301,792 290,700 99,264 1,209,248
Commercial & Industrial.............. 89,863 36,265 60,195 210,236 85,210 39,328 551,355
Other................................ 1,425 103 912 3,294 501 791 71,446
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 241,695 274,437 225,666 515,322 376,411 139,383 1,832,050
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------

<CAPTION>
COWETA-
COLQUITT FAYETTE
----------- -----------
<S> <C> <C>
1996
- -------------------------------------
Residential Service.................. 580,488 573,983
Commercial & Industrial.............. 129,086 175,672
Other................................ 84,060 4,138
----------- -----------
Total MWh Sales.................. 793,634 753,794
----------- -----------
----------- -----------
1995
- -------------------------------------
Residential Service.................. 537,199 528,120
Commercial & Industrial.............. 123,338 149,452
Other................................ 79,870 5,352
----------- -----------
Total MWh Sales.................. 740,407 682,924
----------- -----------
----------- -----------
1994
- -------------------------------------
Residential Service.................. 485,238 462,622
Commercial & Industrial.............. 107,423 124,478
Other................................ 69,338 5,537
----------- -----------
Total MWh Sales.................. 661,999 592,637
----------- -----------
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(2) PATAULA PLANTERS
----------- ----------- ----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
- -------------------------------------
Residential Service.................. 58,553 266,122 97,850 116,898 311,556 37,485 168,855
Commercial & Industrial.............. 27,633 53,697 28,051 103,525 40,077 23,420 15,243
Other................................ 3,906 19,124 3,606 2,644 7,745 3,117 4,847
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 90,092 338,943 129,507 223,067 359,379 64,021 188,946
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------
1995
- -------------------------------------
Residential Service.................. 54,199 248,823 91,286 111,168 292,848 34,960 156,675
Commercial & Industrial.............. 27,105 50,918 25,465 95,436 36,158 18,947 15,777
Other................................ 4,208 18,983 3,381 2,373 5,342 3,453 4,432
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 85,512 318,724 120,132 208,977 334,348 57,360 176,884
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------
1994
- -------------------------------------
Residential Service.................. 49,237 226,507 83,997 100,725 271,766 31,942 142,640
Commercial & Industrial.............. 22,338 48,575 21,723 104,691 31,879 17,114 13,397
Other................................ 1,306 8,520 1,206 1,880 227 1,207 3,865
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total MWh Sales.................. 72,881 283,602 106,926 207,296 303,872 50,263 159,902
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------

RAYLE SATILLA
----------- -----------
<S> <C> <C>
1996
- -------------------------------------
Residential Service.................. 152,365 531,633
Commercial & Industrial.............. 25,775 69,121
Other................................ 0 15,189
----------- -----------
Total MWh Sales.................. 178,140 615,943
----------- -----------
----------- -----------
1995
- -------------------------------------
Residential Service.................. 142,922 489,533
Commercial & Industrial.............. 25,811 59,406
Other................................ 0 13,457
----------- -----------
Total MWh Sales.................. 168,733 562,396
----------- -----------
----------- -----------
1994
- -------------------------------------
Residential Service.................. 132,144 446,328
Commercial & Industrial.............. 27,285 54,740
Other................................ 0 11,131
----------- -----------
Total MWh Sales.................. 159,429 512,199
----------- -----------
----------- -----------
</TABLE>

- ------------------------

(1) Includes sales of energy purchased by the Members from both Oglethorpe and
SEPA. In 1996, energy purchased by the Members from SEPA represented
approximately 5.0% of the total energy purchased by the Members.

(2) Includes information relating to Okefenoke Rural EMC's operations in both
Georgia and Florida. Okefenoke Rural EMC purchases a portion of its power
and energy from an electric supplier in Florida. In 1996, such energy
amounted to approximately 26% of its total energy requirements.

A-6
<PAGE>
TABLE 3 (CONTINUED)

<TABLE>
<CAPTION>
LITTLE
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON JEFFERSON LAMAR OCMULGEE
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

207,525 718,814 179,242 784,105 243,935 280,069 117,556 1,464,762 345,569 163,100 95,701
42,567 319,770 17,884 344,505 60,156 101,377 20,330 896,564 45,175 35,898 18,317
2,165 19,133 9,958 3,444 99 5,447 94,769 4,224 3,295 3,770
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
252,257 1,057,717 207,085 1,132,054 304,190 381,446 143,332 2,456,094 394,968 202,294 117,788
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------

185,727 676,027 166,736 729,033 221,655 264,332 110,135 1,330,839 329,364 152,072 90,285
39,563 310,118 16,251 304,269 55,827 99,248 22,576 802,756 42,619 30,684 18,231
1,500 19,157 9,867 3,163 94 0 4,788 80,453 4,177 2,397 2,907
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
226,790 1,005,302 192,854 1,036,466 277,576 363,580 137,500 2,214,048 376,160 185,153 111,424
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------

167,028 620,475 143,819 664,358 207,302 245,378 98,893 1,205,178 304,098 138,575 81,932
32,048 284,780 13,469 274,003 50,142 88,825 16,455 748,375 39,218 26,261 17,396
1,311 16,634 8,548 2,928 92 0 2,797 36,043 3,485 1,332 1,711
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
200,387 921,889 165,836 941,289 257,536 334,203 118,145 1,989,596 346,801 166,168 101,039
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
</TABLE>

<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY WALTON WASHINGTON TOTAL
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

915,477 70,941 674,154 188,369 147,461 168,588 280,969 79,573 1,013,243 141,116 14,149,230
328,858 30,647 153,020 57,290 24,354 37,413 73,554 13,509 375,159 175,979 5,222,736
13,674 4,956 37 4,865 8,388 0 5,722 1,247 35,814 459 468,646
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
1,258,009 106,544 827,211 250,525 180,202 206,001 360,244 94,330 1,424,217 317,555 19,840,612
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------

818,945 65,572 619,675 174,836 150,631 154,839 256,948 75,420 943,849 132,551 13,125,868
291,993 28,083 141,484 51,411 10,953 36,256 67,590 12,850 354,854 181,047 4,691,315
13,627 4,553 314 6,673 774 0 5,672 1,181 34,367 529 442,974
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
1,124,565 98,208 761,473 232,920 162,358 191,094 330,211 89,451 1,333,069 314,128 18,260,157
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------

700,328 58,728 555,323 160,126 132,989 141,487 235,142 69,367 842,668 119,879 11,780,256
257,702 24,922 126,927 45,775 12,930 34,474 66,636 10,412 327,294 179,925 4,324,064
10,057 4,243 0 2,611 412 0 5,578 1,465 29,712 381 312,030
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
968,087 87,893 682,250 208,511 146,331 175,961 307,356 81,244 1,199,674 300,185 16,416,349
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
- --------- --------- ----------- ----------- ----------- --------- --------- --------- ----------- ------------- ----------
</TABLE>

A-7
<PAGE>
OGLETHORPE POWER CORPORATION
MEMBER FINANCIAL AND STATISTICAL INFORMATION
TABLE 4
ANNUAL REVENUES BY CONSUMER CLASS OF EACH MEMBER (1)
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL COBB COLQUITT
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
- ------------------------
Residential Service..... $15,397,747 $25,431,363 $16,710,104 $30,602,655 $27,881,595 $11,005,687 $ 129,223,081 $43,657,833
Commercial &
Industrial............ 7,336,008 3,678,005 4,454,093 12,040,453 6,735,877 3,133,582 49,061,268 8,259,766
Other................... 129,822 12,029 188,310 385,925 44,193 104,082 9,977,181 5,051,834
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $22,863,577 $29,121,397 $21,352,507 $43,029,033 $34,661,665 $14,243,351 $ 188,261,530 $56,969,433
Other Operating
Revenue............... 314,778 1,134,841 149,790 458,124 1,396,259 301,933 4,756,324 1,211,893
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $23,178,355 $30,256,238 $21,502,297 $43,487,157 $36,057,924 $14,545,284 $ 193,017,854 $58,181,326
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

1995
- ------------------------
Residential Service..... $14,960,330 $24,420,513 $15,954,042 $29,087,323 $28,008,567 $10,491,674 $ 124,448,118 $42,213,494
Commercial &
Industrial............ 6,426,889 3,325,420 4,303,301 11,880,051 6,049,246 3,250,333 45,107,329 7,934,026
Other................... 133,224 383,195 146,300 368,120 47,050 100,289 9,770,596 4,788,308
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $21,520,443 $28,129,128 $20,403,643 $41,335,494 $34,104,863 $13,842,296 $ 179,326,043 $54,935,828
Other Operating
Revenue............... 306,744 977,329 134,478 465,360 781,238 301,003 4,453,285 1,092,680
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $21,827,187 $29,106,457 $20,538,121 $41,800,854 $34,886,101 $14,143,299 $ 183,779,328 $56,028,508
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

1994
- ------------------------
Residential Service..... $13,629,657 $21,368,018 $14,655,563 $26,520,188 $24,715,118 $ 9,068,768 $ 114,176,385 $38,103,102
Commercial &
Industrial............ 5,821,048 3,084,049 4,129,309 11,161,446 5,347,654 2,727,683 43,907,247 7,145,892
Other................... 106,505 9,695 91,048 335,622 42,916 88,758 9,157,976 4,188,939
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $19,557,210 $24,461,762 $18,875,920 $38,017,256 $30,105,686 $11,885,209 $ 167,241,608 $49,437,933
Other Operating
Revenue............... 187,732 927,860 129,134 2,321,961 639,206 260,888 3,975,350 990,088
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $19,744,942 $25,389,622 $19,005,054 $40,339,217 $30,744,892 $12,146,097 $ 171,216,958 $50,428,021
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

<CAPTION>
COWETA-
FAYETTE
-----------
<S> <C>
1996
- ------------------------
Residential Service..... $47,564,622
Commercial &
Industrial............ 12,783,191
Other................... 430,652
-----------
Total Electric
Sales............... $60,778,465
Other Operating
Revenue............... 324,105
-----------
Total Operating
Revenue............. $61,102,570
-----------
-----------
1995
- ------------------------
Residential Service..... $46,789,991
Commercial &
Industrial............ 11,483,856
Other................... 435,297
-----------
Total Electric
Sales............... $58,709,144
Other Operating
Revenue............... 947,967
-----------
Total Operating
Revenue............. $59,657,111
-----------
-----------
1994
- ------------------------
Residential Service..... $39,772,144
Commercial &
Industrial............ 9,964,317
Other................... 538,516
-----------
Total Electric
Sales............... $50,274,977
Other Operating
Revenue............... 931,813
-----------
Total Operating
Revenue............. $51,206,790
-----------
-----------
</TABLE>
<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(2) PATAULA PLANTERS RAYLE
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
- ------------------------
Residential Service..... $ 4,685,286 NA $ 8,572,691 $10,546,690 $25,223,021 $ 3,214,404 $ 12,921,032 $13,343,438
Commercial &
Industrial............ 2,263,551 NA 1,822,642 5,254,167 2,958,376 1,154,810 1,026,554 2,011,881
Other................... 446,710 NA 354,769 234,466 591,847 233,056 440,864 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $ 7,395,547 NA $10,750,102 $16,035,323 $28,773,244 $ 4,602,270 $ 14,388,450 $15,355,319
Other Operating
Revenue............... 121,779 NA 255,093 78,810 642,299 86,791 380,977 -399,434
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $ 7,517,326 NA $11,005,195 $16,114,133 $29,415,543 $ 4,689,061 $ 14,769,427 $14,955,885
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

1995
- ------------------------
Residential Service..... $ 4,923,224 $21,003,355 $ 8,722,860 $10,322,787 $25,373,143 $ 3,182,397 $ 12,582,079 $13,483,920
Commercial &
Industrial............ 2,452,478 3,959,059 1,725,239 5,219,557 2,823,508 968,612 1,090,770 2,211,522
Other................... 477,322 1,634,981 350,680 222,134 454,583 267,994 420,313 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $ 7,853,024 $26,597,395 $10,798,779 $15,764,478 $28,651,234 $ 4,419,003 $ 14,093,162 $15,695,442
Other Operating
Revenue............... 123,785 876,119 245,437 66,531 665,738 83,204 255,814 81,784
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $ 7,976,809 $27,473,514 $11,044,216 $15,831,009 $29,316,972 $ 4,502,207 $ 14,348,976 $15,777,226
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

1994
- ------------------------
Residential Service..... $ 4,434,279 $18,722,405 $ 7,936,975 $ 9,236,251 $22,853,508 $ 2,899,970 $ 11,880,724 $12,133,726
Commercial &
Industrial............ 2,046,137 3,614,615 1,474,142 5,402,277 2,473,957 816,103 999,634 2,131,273
Other................... 171,215 799,478 166,238 182,571 43,800 130,313 385,247 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Electric
Sales............... $ 6,651,631 $23,136,498 $ 9,577,355 $14,821,099 $25,371,265 $ 3,846,386 $ 13,265,605 $14,264,999
Other Operating
Revenue............... 113,030 715,755 218,116 24,341 596,084 77,221 172,095 115,412
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Total Operating
Revenue............. $ 6,764,661 $23,852,253 $ 9,795,471 $14,845,440 $25,967,349 $ 3,923,607 $ 13,437,700 $14,380,411
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

SATILLA
-----------
<S> <C>
1996
- ------------------------
Residential Service..... $38,574,185
Commercial &
Industrial............ 4,589,701
Other................... 1,098,887
-----------
Total Electric
Sales............... $44,262,773
Other Operating
Revenue............... 1,474,354
-----------
Total Operating
Revenue............. $45,737,127
-----------
-----------
1995
- ------------------------
Residential Service..... $39,289,316
Commercial &
Industrial............ 4,426,593
Other................... 1,078,912
-----------
Total Electric
Sales............... $44,794,821
Other Operating
Revenue............... 1,442,918
-----------
Total Operating
Revenue............. $46,237,739
-----------
-----------
1994
- ------------------------
Residential Service..... $34,319,251
Commercial &
Industrial............ 3,918,707
Other................... 883,067
-----------
Total Electric
Sales............... $39,121,025
Other Operating
Revenue............... 1,323,395
-----------
Total Operating
Revenue............. $40,444,420
-----------
-----------
</TABLE>

- ------------------------
(1) NA = Not Available
(2) Includes information relating to Okefenoke Rural EMC's operations in both
Georgia and Florida. Okefenoke Rural EMC purchases a portion of its power
and energy from an electric supplier in Florida. In 1996, such energy
amounted to approximately 26% of its total energy requirements.

A-8
<PAGE>
TABLE 4 (CONTINUED)

<TABLE>
<CAPTION>
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON JEFFERSON
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 14,905,466 $51,726,415 $14,945,512 $60,214,615 $19,066,690 $23,261,436 $ 9,449,941 $ 108,864,367 $ 29,033,356
2,889,136 21,587,914 1,258,316 22,289,990 4,245,885 7,926,007 1,436,481 53,777,842 2,932,475
187,413 1,621,204 814,237 616,719 7,903 0 474,849 6,410,907 370,990
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 17,982,015 $74,935,533 $17,018,065 $83,121,324 $23,320,478 $31,187,443 $11,361,271 $ 169,053,116 $ 32,336,821
281,708 1,705,721 611,478 2,006,141 440,380 975,657 198,335 5,211,161 1,006,931
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 18,263,723 $76,641,254 $17,629,543 $85,127,465 $23,760,858 $32,163,100 $11,559,606 $ 174,264,277 $ 33,343,752
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

$ 14,189,915 $51,067,799 $14,456,906 $60,505,609 $18,121,940 $21,348,639 $ 8,992,473 $ 107,585,286 $ 29,368,534
2,596,239 22,072,374 1,176,342 21,318,543 4,141,890 7,284,568 1,598,910 51,878,517 2,927,924
141,698 1,652,835 828,460 565,154 8,170 0 427,259 5,621,245 365,715
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 16,927,852 $74,793,008 $16,461,708 $82,389,306 $22,272,000 $28,633,207 $11,018,642 $ 165,085,048 $ 32,662,173
371,380 723,445 261,778 1,877,678 403,820 920,191 196,846 1,493,543 893,210
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 17,299,232 $75,516,453 $16,723,486 $84,266,984 $22,675,820 $29,553,398 $11,215,488 $ 166,578,591 $ 33,555,383
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

$ 12,964,157 $46,704,011 $13,006,745 $52,401,607 $16,528,905 $19,273,810 $ 8,494,593 $ 98,437,728 $ 26,466,689
2,322,274 20,837,092 1,045,835 19,114,116 3,629,437 6,488,462 1,321,485 49,130,967 2,599,192
122,836 1,494,841 735,777 529,254 7,849 0 294,015 2,878,212 313,562
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 15,409,267 $69,035,944 $14,788,357 $72,044,977 $20,166,191 $25,762,272 $10,110,093 $ 150,446,907 $ 29,379,443
-444,248 2,176,541 545,497 1,423,371 375,071 829,076 186,623 -333,627 899,155
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 14,965,019 $71,212,485 $15,333,854 $73,468,348 $20,541,262 $26,591,348 $10,296,716 $ 150,113,280 $ 30,278,598
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

<CAPTION>
LITTLE
EXCELSIOR LAMAR OCMULGEE
- ------------- ------------ --------------
<S> <C> <C>
$ 14,905,466 $12,978,930 $ 8,226,645
2,889,136 2,213,667 1,241,715
187,413 203,302 316,048
- ------------- ------------ --------------
$ 17,982,015 $15,395,899 $ 9,784,408
281,708 466,364 128,045
- ------------- ------------ --------------
$ 18,263,723 $15,862,263 $ 9,912,453
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 14,189,915 $12,496,940 $ 7,803,216
2,596,239 2,047,781 1,234,220
141,698 130,786 253,191
- ------------- ------------ --------------
$ 16,927,852 $14,675,507 $ 9,290,627
371,380 416,852 130,674
- ------------- ------------ --------------
$ 17,299,232 $15,092,359 $ 9,421,301
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 12,964,157 $10,944,224 $ 7,228,977
2,322,274 1,796,518 1,192,873
122,836 77,671 194,999
- ------------- ------------ --------------
$ 15,409,267 $12,818,413 $ 8,616,849
-444,248 391,015 129,397
- ------------- ------------ --------------
$ 14,965,019 $13,209,428 $ 8,746,246
- ------------- ------------ --------------
- ------------- ------------ --------------
</TABLE>
<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY
----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 78,274,899 $ 5,724,048 $52,066,299 $14,476,505 $11,157,260 $14,371,233 $21,472,115 $ 6,532,561 $ 77,570,054
26,006,350 1,657,050 10,573,357 4,878,576 1,881,433 2,995,344 5,483,185 1,152,868 25,439,115
1,538,739 331,842 5,107 443,272 830,186 0 531,450 128,491 3,372,515
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 105,819,988 $ 7,712,940 $62,644,763 $19,798,353 $13,868,879 $17,366,577 $27,486,750 $ 7,813,920 $ 106,381,684
379,618 44,123 1,410,751 -55,656 211,741 601,772 749,352 195,046 1,834,917
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 106,199,606 $ 7,757,063 $64,055,514 $19,742,697 $14,080,620 $17,968,349 $28,236,102 $ 8,008,966 $ 108,216,601
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

$ 73,872,717 $ 5,589,263 $50,970,969 $13,878,776 $12,763,902 $13,556,426 $21,925,663 $ 6,168,920 $ 77,948,750
24,032,487 1,629,172 10,133,343 4,617,537 942,249 2,912,686 5,413,059 1,100,288 24,741,810
1,441,223 331,399 19,894 576,472 71,932 0 579,500 119,217 3,275,711
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 99,346,427 $ 7,549,834 $61,124,206 $19,072,785 $13,778,083 $16,469,112 $27,918,222 $ 7,388,425 $ 105,966,271
391,440 44,992 1,263,673 20,930 211,673 523,094 372,950 167,938 1,718,444
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 99,737,867 $ 7,594,826 $62,387,879 $19,093,715 $13,989,756 $16,992,206 $28,291,172 $ 7,556,363 $ 107,684,715
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

$ 60,277,551 $ 4,884,452 $45,424,799 $12,583,235 $11,163,332 $11,970,430 $19,744,397 $ 5,715,668 $ 68,947,331
20,700,491 1,357,506 9,429,852 4,180,289 1,056,507 2,658,639 5,317,891 970,141 23,067,545
1,119,710 302,258 0 336,998 44,804 0 577,540 139,831 2,894,135
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 82,097,752 $ 6,544,216 $54,854,651 $17,100,522 $12,264,643 $14,629,069 $25,639,828 $ 6,825,640 $ 94,909,011
3,454,623 45,706 1,175,484 -11,308 196,721 377,095 342,878 183,153 2,279,854
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
$ 85,552,375 $ 6,589,922 $56,030,135 $17,089,214 $12,461,364 $15,006,164 $25,982,706 $ 7,008,793 $ 97,188,865
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------

WALTON WASHINGTON
------------ --------------
<S> <C> <C>
$ 78,274,899 $12,138,346 $1,111,012,127
26,006,350 8,933,996 339,364,627
1,538,739 35,961 37,965,762
- ------------- ------------ --------------
$ 105,819,988 $21,108,303 $1,488,342,516
379,618 -141,523 30,950,778
- ------------- ------------ --------------
$ 106,199,606 $20,966,780 $1,519,293,294
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 73,872,717 $11,715,735 $1,109,585,511
24,032,487 9,303,194 327,740,922
1,441,223 38,982 37,528,141
- ------------- ------------ --------------
$ 99,346,427 $21,057,911 $1,474,854,574
391,440 221,942 25,927,907
- ------------- ------------ --------------
$ 99,737,867 $21,279,853 $1,500,782,481
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 60,277,551 $10,368,678 $ 989,957,351
20,700,491 9,151,258 303,533,860
1,119,710 32,779 29,418,975
- ------------- ------------ --------------
$ 82,097,752 $19,552,715 $1,322,910,186
3,454,623 236,757 28,178,315
- ------------- ------------ --------------
$ 85,552,375 $19,789,472 $1,351,088,501
- ------------- ------------ --------------
- ------------- ------------ --------------
</TABLE>

A-9
<PAGE>
OGLETHORPE POWER CORPORATION
MEMBER FINANCIAL AND STATISTICAL INFORMATION
TABLE 5
SUMMARY OF OPERATING RESULTS OF EACH MEMBER
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL COBB COLQUITT
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
Operating Revenue and
Patronage Capital..... $23,178,355 $30,256,238 $21,502,297 $43,487,157 $36,057,924 $14,545,284 $ 193,017,854 $58,181,326
Depreciation and
Amortization.......... 1,347,834 2,378,263 1,327,694 2,842,770 2,624,803 889,945 8,742,374 2,758,976
Other Operating
Expenses.............. 19,231,960 24,573,139 17,506,714 36,153,599 29,250,606 12,138,956 171,871,205 49,014,039
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Electric Operating
Margin.............. $ 2,598,561 $ 3,304,836 $ 2,667,889 $ 4,490,788 $ 4,182,515 $ 1,516,383 $ 12,404,275 $ 6,408,311
Other Income............ 694,842 621,649 467,212 934,572 814,198 217,395 3,972,847 1,418,584
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Gross Operating
Margin.............. $ 3,293,403 $ 3,926,485 $ 3,135,101 $ 5,425,360 $ 4,996,713 $ 1,733,778 $ 16,377,122 $ 7,826,895
Interest on Long-term
Debt.................. 1,134,702 2,280,821 1,100,870 2,016,480 1,819,295 1,054,585 9,666,964 2,329,067
Other Deductions........ 110,384 8,872 1,152 62,288 0 73,224 1,176,098 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Net Margins......... $ 2,048,317 $ 1,636,792 $ 2,033,079 $ 3,346,592 $ 3,177,418 $ 605,969 $ 5,534,060 $ 5,497,828
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
1995
Operating Revenue and
Patronage Capital..... $21,827,187 $29,106,457 $20,538,121 $41,800,852 $34,886,101 $14,143,299 $ 183,779,328 $56,028,508
Depreciation and
Amortization.......... 1,265,192 2,234,634 1,261,498 2,500,606 2,087,101 809,468 8,101,420 2,586,462
Other Operating
Expenses.............. 17,742,016 23,594,551 17,154,552 36,066,571 30,068,950 11,767,343 162,026,092 48,373,726
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Electric Operating
Margin.............. $ 2,819,979 $ 3,277,272 $ 2,122,071 $ 3,233,675 $ 2,730,050 $ 1,566,488 $ 13,651,816 $ 5,068,320
Other Income............ 584,960 727,666 410,040 933,691 888,651 265,151 4,148,093 1,279,399
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Gross Operating
Margin.............. $ 3,404,939 $ 4,004,938 $ 2,532,111 $ 4,167,366 $ 3,618,701 $ 1,831,639 $ 17,799,909 $ 6,347,719
Interest on Long-term
Debt.................. 849,645 2,185,795 1,071,592 2,050,629 1,760,592 941,668 9,205,880 2,223,045
Other Deductions........ 109,376 12,094 0 24,501 0 69,208 1,062,512 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Net Margins......... $ 2,445,918 $ 1,807,049 $ 1,460,519 $ 2,092,236 $ 1,858,109 $ 820,763 $ 7,531,517 $ 4,124,674
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
1994
Operating Revenue and
Patronage Capital..... $19,744,942 $25,389,622 $19,005,054 $40,339,217 $30,744,892 $12,146,097 $ 171,216,958 $50,428,021
Depreciation and
Amortization.......... 1,202,864 2,068,801 1,179,374 2,533,874 2,264,849 729,265 7,502,423 2,439,285
Other Operating
Expenses.............. 16,218,772 21,035,284 15,558,769 33,532,027 26,146,544 10,385,376 148,164,763 44,706,743
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Electric Operating
Margin.............. $ 2,323,306 $ 2,285,537 $ 2,266,911 $ 4,273,316 $ 2,333,499 $ 1,031,456 $ 15,549,772 $ 3,281,993
Other Income............ 384,560 650,681 431,381 951,413 720,311 271,268 3,683,379 1,283,373
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Gross Operating
Margin.............. $ 2,707,866 $ 2,936,218 $ 2,698,292 $ 5,224,729 $ 3,053,810 $ 1,302,724 $ 19,233,151 $ 4,565,366
Interest on Long-term
Debt.................. 757,193 1,871,683 909,904 1,745,745 1,462,415 809,133 8,110,516 1,938,473
Other Deductions........ 115,587 49,251 0 35,800 41,618 55,082 760,032 0
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
Net Margins......... $ 1,835,086 $ 1,015,284 $ 1,788,388 $ 3,443,184 $ 1,549,777 $ 438,509 $ 10,362,603 $ 2,626,893
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ------------- -----------

<CAPTION>
COWETA-
FAYETTE
-----------
<S> <C>
1996
Operating Revenue and
Patronage Capital..... $61,102,570
Depreciation and
Amortization.......... 3,483,312
Other Operating
Expenses.............. 52,036,510
-----------
Electric Operating
Margin.............. $ 5,582,748
Other Income............ 1,357,165
-----------
Gross Operating
Margin.............. $ 6,939,913
Interest on Long-term
Debt.................. 3,309,895
Other Deductions........ 570,434
-----------
Net Margins......... $ 3,059,584
-----------
-----------
1995
Operating Revenue and
Patronage Capital..... $59,657,111
Depreciation and
Amortization.......... 3,126,469
Other Operating
Expenses.............. 51,750,356
-----------
Electric Operating
Margin.............. $ 4,780,286
Other Income............ 1,193,269
-----------
Gross Operating
Margin.............. $ 5,973,555
Interest on Long-term
Debt.................. 3,246,890
Other Deductions........ 190,735
-----------
Net Margins......... $ 2,535,930
-----------
-----------
1994
Operating Revenue and
Patronage Capital..... $51,206,790
Depreciation and
Amortization.......... 2,859,899
Other Operating
Expenses.............. 44,970,380
-----------
Electric Operating
Margin.............. $ 3,376,511
Other Income............ 1,099,466
-----------
Gross Operating
Margin.............. $ 4,475,977
Interest on Long-term
Debt.................. 2,528,572
Other Deductions........ 275,658
-----------
Net Margins......... $ 1,671,747
-----------
-----------
</TABLE>

- ------------------------------

A-10
<PAGE>
TABLE 5 (CONTINUED)

<TABLE>
<CAPTION>
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON JEFFERSON LAMAR
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$18,263,723 $76,641,254 $17,624,644 $85,127,465 $23,760,858 $32,163,100 $11,559,605 $ 174,264,277 $33,343,751 $15,862,263
1,032,872 4,324,380 1,118,247 3,413,536 1,640,028 1,867,995 841,357 7,860,818 1,793,192 707,715
15,898,636 66,334,944 15,206,854 71,523,808 20,468,567 25,863,543 9,764,114 151,813,967 28,875,794 13,885,071
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 1,332,215 $ 5,981,930 $ 1,299,543 $10,190,121 $ 1,652,263 $ 4,431,562 $ 954,134 $ 14,589,492 $ 2,674,765 $ 1,269,477
603,438 1,669,733 354,017 1,915,361 553,525 702,082 264,136 3,868,904 609,917 473,252
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 1,935,653 $ 7,651,663 $ 1,653,560 $12,105,482 $ 2,205,788 $ 5,133,644 $ 1,218,270 $ 18,458,396 $ 3,284,682 $ 1,742,729
976,266 2,974,578 793,735 3,250,972 1,105,836 1,449,963 673,442 8,701,681 1,542,645 474,877
12,815 55,746 88,577 209,091 73,038 25,813 25,930 731,906 85,052 0
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 946,572 $ 4,621,339 $ 771,248 $ 8,645,419 $ 1,026,914 $ 3,657,868 $ 518,898 $ 9,024,809 $ 1,656,985 $ 1,267,852
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$17,299,232 $75,516,453 $16,723,486 $84,266,984 $22,675,820 $29,553,398 $11,215,488 $ 166,578,591 $33,555,383 $15,092,358
942,853 4,055,184 1,075,274 3,193,929 1,503,095 1,682,576 772,638 7,222,083 1,678,790 602,036
15,306,379 67,187,225 14,763,736 72,612,625 19,622,026 25,761,686 9,555,777 145,748,027 29,641,714 13,766,945
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 1,050,000 $ 4,274,044 $ 884,476 $ 8,460,430 $ 1,550,699 $ 2,109,136 $ 887,073 $ 13,608,481 $ 2,234,879 $ 723,377
585,825 1,648,980 313,630 1,879,789 572,846 752,445 226,149 4,138,725 636,246 450,973
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 1,635,825 $ 5,923,024 $ 1,198,106 $10,340,219 $ 2,123,545 $ 2,861,581 $ 1,113,222 $ 17,747,206 $ 2,871,125 $ 1,174,350
862,653 2,592,128 701,072 3,403,739 1,120,964 1,426,046 664,103 8,983,845 1,546,223 476,350
14,256 44,255 108,589 145,506 15,627 4,685 3,610 43,216 64,560 0
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 758,916 $ 3,286,641 $ 388,445 $ 6,790,974 $ 986,954 $ 1,430,850 $ 445,509 $ 8,720,145 $ 1,260,342 $ 698,000
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$14,965,019 $71,212,485 $15,333,854 $73,468,348 $20,541,261 $26,591,348 $10,296,716 $ 150,113,280 $30,278,598 $13,209,428
856,090 3,672,952 1,056,910 2,922,381 1,339,183 1,546,706 725,265 6,664,339 1,555,099 551,293
13,182,530 62,099,637 13,227,167 65,863,142 20,550,336 24,003,135 8,807,691 133,565,037 26,301,438 11,855,600
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 926,399 $ 5,439,896 $ 1,049,777 $ 4,682,825 ($1,348,258) $ 1,041,507 $ 763,760 $ 9,883,904 $ 2,422,061 $ 802,535
520,194 1,787,802 325,415 1,789,617 522,534 720,272 247,680 3,656,107 651,793 361,071
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 1,446,593 $ 7,227,698 $ 1,375,192 $ 6,472,442 ($ 825,724) $ 1,761,779 $ 1,011,440 $ 13,540,011 $ 3,073,854 $ 1,163,606
756,827 2,216,451 568,087 2,762,351 866,785 1,126,406 536,597 7,207,812 1,306,044 322,218
15,793 28,496 2,064 395,407 48,515 10,500 12,138 69,477 45,732 0
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
$ 673,973 $ 4,982,751 $ 805,041 $ 3,314,684 ($1,741,024) $ 624,873 $ 462,705 $ 6,262,722 $ 1,722,078 $ 841,388
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------- ----------- -----------

<CAPTION>
LITTLE
EXCELSIOR OCMULGEE
- ----------- --------------
<S> <C>
$18,263,723 $ 9,912,451
1,032,872 678,796
15,898,636 8,256,043
- ----------- --------------
$ 1,332,215 $ 977,612
603,438 329,502
- ----------- --------------
$ 1,935,653 $ 1,307,114
976,266 748,873
12,815 31,978
- ----------- --------------
$ 946,572 $ 526,263
- ----------- --------------
- ----------- --------------
$17,299,232 $ 9,421,301
942,853 641,275
15,306,379 7,732,420
- ----------- --------------
$ 1,050,000 $ 1,047,606
585,825 279,390
- ----------- --------------
$ 1,635,825 $ 1,326,996
862,653 763,520
14,256 39,222
- ----------- --------------
$ 758,916 $ 524,254
- ----------- --------------
- ----------- --------------
$14,965,019 $ 8,746,246
856,090 623,101
13,182,530 7,082,538
- ----------- --------------
$ 926,399 $ 1,040,607
520,194 230,137
- ----------- --------------
$ 1,446,593 $ 1,270,744
756,827 622,699
15,793 63,661
- ----------- --------------
$ 673,973 $ 584,384
- ----------- --------------
- ----------- --------------
</TABLE>

A-11
<PAGE>
TABLE 5 (CONTINUED)

<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(1) PATAULA PLANTERS RAYLE
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
Operating Revenue and
Patronage Capital........ $7,517,326 $29,748,002 $11,005,195 $16,114,133 $29,415,543 $4,689,061 $14,769,428 $14,955,885
Depreciation and
Amortization............. 582,465 1,726,985 629,201 808,910 2,122,450 277,524 1,049,412 1,172,314
Other Operating Expenses... 5,926,887 24,742,724 8,802,333 13,716,304 25,334,554 3,791,843 12,462,804 12,184,879
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Electric Operating
Margin................. $1,007,974 $ 3,278,293 $ 1,573,661 $ 1,588,919 $ 1,958,539 $ 619,694 $ 1,257,212 $ 1,598,692
Other Income............... 207,602 450,051 432,063 334,635 1,543,500 120,258 507,871 433,295
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Gross Operating Margin... $1,215,576 $ 3,728,344 $ 2,005,724 $ 1,923,554 $ 3,502,039 $ 739,952 $ 1,765,083 $ 2,031,987
Interest on Long-term
Debt..................... 562,952 1,485,702 664,861 717,588 1,856,403 177,141 667,577 1,051,195
Other Deductions........... 37,222 402,847 14,018 14,865 248,776 0 6,944 16,935
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Margins............ $ 615,402 $ 1,839,795 $ 1,326,845 $ 1,191,101 $ 1,396,860 $ 562,811 $ 1,090,562 $ 963,857
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
1995
Operating Revenue and
Patronage Capital........ $7,976,809 $27,473,514 $11,044,216 $15,831,009 $29,316,972 $4,502,207 $14,348,976 $15,777,226
Depreciation and
Amortization............. 559,308 1,404,032 603,215 754,565 2,001,800 251,543 990,725 1,190,547
Other Operating Expenses... 6,423,046 24,443,833 9,554,730 13,802,171 24,845,555 3,750,941 12,021,789 13,315,288
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Electric Operating
Margin................. $ 994,455 $ 1,625,649 $ 886,271 $ 1,274,273 $ 2,469,617 $ 499,723 $ 1,336,462 $ 1,271,391
Other Income............... 200,533 1,011,598 348,660 354,857 1,671,083 117,299 447,726 456,560
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Gross Operating Margin... $1,194,988 $ 2,637,247 $ 1,234,931 $ 1,629,130 $ 4,140,700 $ 617,022 $ 1,784,188 $ 1,727,951
Interest on Long-term
Debt..................... 534,709 1,485,458 606,560 749,090 2,129,783 183,304 610,329 1,079,132
Other Deductions........... 58,323 -894,440 7,299 11,300 801,384 459 10,417 21,740
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Margins............ $ 601,956 $ 2,046,229 $ 621,072 $ 868,740 $ 1,209,533 $ 433,259 $ 1,163,442 $ 627,079
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
1994
Operating Revenue and
Patronage Capital........ $6,764,661 $23,851,984 $ 9,795,471 $14,845,440 $25,967,349 $3,923,607 $13,437,700 $14,380,411
Depreciation and
Amortization............. 524,669 1,307,917 575,314 709,922 1,802,521 239,882 931,195 1,203,794
Other Operating Expenses... 5,538,469 22,876,882 8,078,819 13,300,270 23,166,991 3,328,521 11,228,129 11,991,995
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Electric Operating
Margin................. $ 701,523 ($ 332,815) $ 1,141,338 $ 835,248 $ 997,837 $ 355,204 $ 1,278,376 $ 1,184,622
Other Income............... 203,924 556,380 335,955 330,625 2,310,696 107,859 415,305 301,695
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Gross Operating Margin... $ 905,447 $ 223,565 $ 1,477,293 $ 1,165,873 $ 3,308,533 $ 463,063 $ 1,693,681 $ 1,486,317
Interest on Long-term
Debt..................... 495,507 954,076 572,300 652,864 2,069,598 177,037 535,518 816,664
Other Deductions........... 32,709 -2,423,513 5,238 15,060 116,285 400 28,110 47,831
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Margins............ $ 377,231 $ 1,693,002 $ 899,755 $ 497,949 $ 1,122,650 $ 285,626 $ 1,130,053 $ 621,822
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
---------- ----------- ----------- ----------- ----------- ---------- ----------- -----------

SATILLA
-----------
<S> <C>
1996
Operating Revenue and
Patronage Capital........ $45,737,127
Depreciation and
Amortization............. 2,284,764
Other Operating Expenses... 40,564,468
-----------
Electric Operating
Margin................. $ 2,887,895
Other Income............... 1,000,461
-----------
Gross Operating Margin... $ 3,888,356
Interest on Long-term
Debt..................... 1,591,911
Other Deductions........... 245,181
-----------
Net Margins............ $ 2,051,264
-----------
-----------
1995
Operating Revenue and
Patronage Capital........ $46,237,739
Depreciation and
Amortization............. 2,140,930
Other Operating Expenses... 41,229,784
-----------
Electric Operating
Margin................. $ 2,867,025
Other Income............... 1,336,043
-----------
Gross Operating Margin... $ 4,203,068
Interest on Long-term
Debt..................... 1,590,117
Other Deductions........... 37,130
-----------
Net Margins............ $ 2,575,821
-----------
-----------
1994
Operating Revenue and
Patronage Capital........ $40,444,421
Depreciation and
Amortization............. 2,001,050
Other Operating Expenses... 35,342,538
-----------
Electric Operating
Margin................. $ 3,100,833
Other Income............... 1,096,472
-----------
Gross Operating Margin... $ 4,197,305
Interest on Long-term
Debt..................... 1,315,655
Other Deductions........... 37,130
-----------
Net Margins............ $ 2,844,520
-----------
-----------
</TABLE>

A-12
<PAGE>
TABLE 5 (CONTINUED)

<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY WALTON WASHINGTON
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 106,199,605 $7,757,063 $64,055,514 $19,742,697 $14,080,620 $17,968,349 $28,236,102 $8,008,966 $ 108,216,601 $20,966,780
5,461,439 347,392 3,149,513 1,364,107 724,564 1,087,677 1,689,778 345,917 4,784,938 1,120,202
90,138,664 6,645,532 58,638,522 17,044,494 12,215,197 14,375,621 23,148,170 6,841,940 95,041,808 18,147,494
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 10,599,502 $ 764,139 $ 2,267,479 $ 1,334,096 $ 1,140,859 $ 2,505,051 $ 3,398,154 $ 821,109 $ 8,389,855 $1,699,084
1,963,171 161,350 1,291,013 603,583 354,285 333,192 625,724 162,519 2,425,084 828,895
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 12,562,673 $ 925,489 $ 3,558,492 $ 1,937,679 $ 1,495,144 $ 2,838,243 $ 4,023,878 $ 983,628 $ 10,814,939 $2,527,979
5,767,038 363,039 1,687,796 990,057 599,282 1,096,312 1,317,856 209,258 3,209,510 1,246,947
631,716 6,909 583,546 8,498 18,791 46,005 112,967 1,001 98,925 19,163
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 6,163,919 $ 555,541 $ 1,287,150 $ 939,124 $ 877,071 $ 1,695,926 $ 2,593,055 $ 773,369 $ 7,506,504 $1,261,869
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 99,737,867 $7,594,826 $62,387,879 $19,093,715 $13,989,755 $16,992,206 $28,291,170 $7,556,363 $ 107,684,715 $21,279,853
4,835,543 314,311 2,912,891 1,129,572 725,790 1,035,992 1,573,631 333,446 4,427,546 1,135,431
88,339,450 6,722,621 55,760,048 16,685,944 12,291,452 14,387,170 23,911,842 6,819,168 94,907,445 18,219,068
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 6,562,874 $ 557,894 $ 3,714,940 $ 1,278,199 $ 972,513 $ 1,569,044 $ 2,805,697 $ 403,749 $ 8,349,724 $1,925,354
1,925,480 175,202 1,273,842 488,791 381,017 357,182 1,860,207 153,975 2,321,595 616,521
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 8,488,354 $ 733,096 $ 4,988,782 $ 1,766,990 $ 1,353,530 $ 1,926,226 $ 4,665,904 $ 557,724 $ 10,671,319 $2,541,875
5,084,334 313,562 2,288,847 864,786 506,044 1,074,470 1,314,612 219,276 3,379,073 1,087,822
388,338 26,743 121,553 14,094 50,640 87,689 40,352 12,699 134,758 61,974
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 3,015,682 $ 392,791 $ 2,578,382 $ 888,110 $ 796,846 $ 764,067 $ 3,310,940 $ 325,749 $ 7,157,488 $1,392,079
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 85,552,374 $6,589,923 $56,030,435 $17,089,214 $12,461,364 $15,006,164 $25,982,706 $7,008,793 $ 97,188,865 $19,789,472
4,295,517 276,763 2,658,720 1,057,058 629,248 987,137 2,121,162 314,327 4,123,354 1,061,073
74,696,589 5,896,828 50,383,831 14,865,526 11,037,210 12,815,226 21,893,313 6,240,264 88,880,042 17,421,168
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 6,560,268 $ 416,332 $ 2,987,884 $ 1,166,630 $ 794,906 $ 1,203,801 $ 1,968,231 $ 454,202 $ 4,185,469 $1,307,231
617,135 163,177 1,244,701 459,632 172,861 336,545 856,539 159,245 2,643,241 619,216
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 7,177,403 $ 579,509 $ 4,232,585 $ 1,626,262 $ 967,767 $ 1,540,346 $ 2,824,770 $ 613,447 $ 6,828,710 $1,926,447
4,549,544 226,892 1,247,393 714,263 452,243 912,598 1,354,308 186,556 3,049,546 1,043,587
219,766 12,022 639,899 13,059 34,320 101,303 92,920 18,212 108,074 62,469
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
$ 2,408,093 $ 340,595 $ 2,345,293 $ 898,940 $ 481,204 $ 526,445 $ 1,377,542 $ 408,679 $ 3,671,090 $ 820,391
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------
- ------------- ---------- ----------- ----------- ----------- ----------- ----------- ---------- ------------- ------------

SAWNEE TOTAL
- ------------- --------------
<S> <C>
$ 106,199,605 $1,549,036,393
5,461,439 82,404,459
90,138,664 1,329,432,307
- ------------- --------------
$ 10,599,502 $ 137,199,627
1,963,171 35,620,883
- ------------- --------------
$ 12,562,673 $ 172,820,510
5,767,038 72,667,972
631,716 5,856,707
- ------------- --------------
$ 6,163,919 $ 94,295,831
- ------------- --------------
- ------------- --------------
$ 99,737,867 $1,500,782,475
4,835,543 75,663,401
88,339,450 1,307,674,062
- ------------- --------------
$ 6,562,874 $ 117,445,012
1,925,480 37,414,089
- ------------- --------------
$ 8,488,354 $ 154,859,101
5,084,334 71,177,687
388,338 2,944,404
- ------------- --------------
$ 3,015,682 $ 80,737,010
- ------------- --------------
- ------------- --------------
$ 85,552,374 $1,351,088,530
4,295,517 71,114,576
74,696,589 1,186,239,520
- ------------- --------------
$ 6,560,268 $ 93,734,434
617,135 33,219,657
- ------------- --------------
$ 7,177,403 $ 126,954,091
4,549,544 59,752,060
219,766 1,186,105
- ------------- --------------
$ 2,408,093 $ 66,015,926
- ------------- --------------
- ------------- --------------
</TABLE>

A-13
<PAGE>
OGLETHORPE POWER CORPORATION

MEMBER FINANCIAL AND STATISTICAL INFORMATION

TABLE 6

CONDENSED BALANCE SHEET INFORMATION OF EACH MEMBER

(AS OF DECEMBER 31)
<TABLE>
<CAPTION>
CENTRAL
ALTAMAHA AMICALOLA CANOOCHEE CARROLL GEORGIA COASTAL COBB
----------- ----------- ----------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
ASSETS

Total Utility
Plant(1)............ $46,494,020 $81,272,483 4$3,763,526 $82,833,008 $71,250,678 $30,069,767 $ 304,134,816 $ 92,106,574

<CAPTION>
EXCELSIOR FLINT GRADY GREYSTONE HABERSHAM HART IRWIN JACKSON JEFFERSON
------------ ----------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$36,751,265 $ 134,233,972 $37,267,979 $ 119,835,120 $54,370,174 $62,991,348 $26,240,440 $ 303,067,664 $61,213,183
8,236,346 34,181,519 7,618,851 17,154,327 13,539,289 16,475,736 7,512,796 38,248,857 9,745,502
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
28,514,919 100,052,453 29,649,128 102,680,793 40,830,885 46,515,612 18,727,644 264,818,807 51,467,681
12,069,745 35,885,347 7,777,084 35,184,355 12,003,105 17,048,933 4,808,042 67,670,782 12,793,252
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$40,584,664 $ 135,937,800 $37,426,212 $ 137,865,148 $52,833,990 $63,564,545 $23,535,686 $ 332,489,589 $64,260,933
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
17,179,843 58,001,645 18,215,451 62,580,192 23,682,450 27,953,409 9,229,127 119,498,699 25,809,057
18,974,326 54,977,011 14,686,762 63,983,356 21,599,712 27,062,242 13,271,725 170,892,532 27,933,712
4,430,495 22,959,144 4,523,999 11,301,600 7,551,828 8,548,894 1,034,834 42,098,358 10,518,164
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$40,584,664 $ 135,937,800 $37,426,212 $ 137,865,148 $52,833,990 $63,564,545 $23,535,686 $ 332,489,589 $64,260,933
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$32,711,813 $ 120,104,072 $35,415,422 $ 111,641,343 $51,078,773 $58,883,214 $24,405,784 $ 278,374,107 $57,969,886
7,545,520 31,775,167 7,709,204 14,958,722 12,605,884 14,997,338 7,057,769 36,994,995 9,490,587
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
25,166,293 88,328,905 27,706,218 96,682,621 38,472,889 43,885,876 17,348,015 241,379,112 48,479,299
9,697,688 35,018,903 8,517,819 36,369,445 12,510,269 13,419,913 4,490,238 67,648,547 13,130,128
$34,863,981 $ 123,347,808 $36,224,037 $ 133,052,066 $50,983,158 $57,305,789 $21,838,253 $ 309,027,659 $61,609,427
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
16,219,525 54,757,464 17,442,545 55,901,190 22,900,174 24,351,543 8,811,175 113,186,857 24,470,203
15,093,798 51,515,923 14,997,658 68,618,413 21,095,826 24,522,191 11,955,805 154,132,967 29,551,950
3,550,658 17,074,421 3,783,834 8,532,463 6,987,158 8,432,055 1,071,273 41,707,835 7,587,274
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$34,863,981 $ 123,347,808 $36,224,037 $ 133,052,066 $50,983,158 $57,305,789 $21,838,253 $ 309,027,659 $61,609,427
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$29,570,560 $ 111,337,009 $32,851,839 $ 103,695,947 $47,448,725 $54,722,141 $22,989,184 $ 249,775,644 $54,494,054
6,922,344 29,130,243 7,695,558 12,572,125 11,526,922 13,724,019 6,541,675 33,099,602 9,287,871
22,648,216 82,206,766 25,156,281 91,123,822 35,921,803 40,998,122 16,447,509 216,676,042 45,206,183
9,495,309 32,154,975 6,780,584 33,206,426 12,447,108 11,614,095 4,559,558 66,037,706 12,105,657
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$32,143,525 $ 114,361,741 $31,936,865 $ 124,330,248 $48,368,911 $52,612,217 $21,007,067 $ 282,713,748 $57,311,840
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
15,452,269 52,448,924 17,096,996 51,000,389 22,070,249 23,424,151 8,483,633 106,384,851 23,167,856
13,369,595 48,614,023 12,379,604 64,951,029 19,726,545 21,362,833 11,538,226 145,266,700 26,500,713
3,321,661 13,298,794 2,460,265 8,378,830 6,572,117 7,825,233 985,208 31,062,197 7,643,271
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
$32,143,525 $ 114,361,741 $31,936,865 $ 124,330,248 $48,368,911 $52,612,217 $21,007,067 $ 282,713,748 $57,311,840
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------
- ----------- ------------- ----------- ------------- ----------- ----------- ----------- ------------- -----------

COLQUITT
-------------
<S> <C>

$118,289,765 )
Total Utility TABLE 6
Plant(1)............ (CONTINUED
EXCELSIOR LAMAR
------------ -------------
LITTLE
OCMULGEE
--
<S> <C> <C>
$36,751,265 $21,315,838 $24,673,510
8,236,346 6,482,106 5,350,136
- ----------- ------------ -----------
28,514,919 14,833,732 19,323,374
12,069,745 9,473,378 5,099,850
- ----------- ------------ -----------
$40,584,664 $24,307,110 $24,423,224
- ----------- ------------ -----------
- ----------- ------------ -----------
17,179,843 12,181,243 9,388,397
18,974,326 8,433,787 13,695,328
4,430,495 3,692,080 1,339,499
- ----------- ------------ -----------
$40,584,664 $24,307,110 $24,423,224
- ----------- ------------ -----------
- ----------- ------------ -----------
$32,711,813 $19,997,597 $23,129,054
7,545,520 5,872,317 4,922,284
- ----------- ------------ -----------
25,166,293 14,125,280 18,206,770
9,697,688 8,432,910 5,885,168
$34,863,981 $22,558,190 $24,091,938
- ----------- ------------ -----------
- ----------- ------------ -----------
16,219,525 11,305,328 8,931,607
15,093,798 8,463,921 14,029,833
3,550,658 2,788,941 1,130,498
- ----------- ------------ -----------
$34,863,981 $22,558,190 $24,091,938
- ----------- ------------ -----------
- ----------- ------------ -----------
$29,570,560 $18,774,807 $21,692,853
6,922,344 5,369,286 4,360,934
22,648,216 13,405,521 17,331,919
9,495,309 8,039,257 4,576,084
- ----------- ------------ -----------
$32,143,525 $21,444,778 $21,908,003
- ----------- ------------ -----------
- ----------- ------------ -----------
15,452,269 10,782,831 8,484,297
13,369,595 8,150,561 12,386,968
3,321,661 2,511,386 1,036,738
- ----------- ------------ -----------
$32,143,525 $21,444,778 $21,908,003
- ----------- ------------ -----------
- ----------- ------------ -----------
</TABLE>

A-14
<PAGE>
TABLE 6 (CONTINUED)
<TABLE>
<CAPTION>
MIDDLE OKEFE-
GEORGIA MITCHELL OCMULGEE OCONEE NOKE(2) PATAULA PLANTERS RAYLE
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996
ASSETS
Total Utility Plant(1).... $20,295,664 $55,543,119 2$5,479,748 $29,227,736 $74,060,686 $9,573,988 $30,117,312 $38,866,252
Depreciation.............. 3,927,186 10,619,159 6,391,178 3,794,394 12,784,888 2,686,414 9,678,085 9,095,995
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Plant............. 16,368,478 44,923,960 19,088,570 25,433,342 61,275,798 6,887,574 20,439,227 29,770,257
Other Assets.............. 4,038,241 18,551,785 7,514,388 8,110,441 20,611,109 2,311,431 11,284,999 8,152,412
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Total Assets........ $20,406,719 $63,475,745 2$6,602,958 $33,543,783 $81,886,907 $9,199,005 $31,724,226 $37,922,669
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
EQUITY & LIABILITIES
Equity.................... 8,617,105 32,659,494 12,393,761 15,554,278 27,626,197 5,306,154 15,271,719 15,391,327
Long-term Debt............ 10,982,858 22,592,992 11,796,526 14,425,612 37,731,213 3,415,815 13,093,374 19,574,998
Other Liabilities......... 806,756 8,223,259 2,412,671 3,563,893 16,529,497 477,036 3,359,133 2,956,344
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Total Equity and
Liabilities......... $20,406,719 $63,475,745 2$6,602,958 $33,543,783 $81,886,907 $9,199,005 $31,724,226 $37,922,669
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
1995
ASSETS
Total Utility Plant(1).... $19,340,002 $52,713,498 2$3,803,300 $26,676,976 $69,397,160 $8,972,049 $28,678,584 $36,902,764
Depreciation.............. 3,528,789 10,069,745 5,993,494 3,887,355 11,493,558 2,531,224 9,094,482 8,378,872
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Plant............. 15,811,213 42,643,753 17,809,806 22,789,621 57,903,602 6,440,825 19,584,102 28,523,892
Other Assets.............. 3,811,691 15,178,664 6,620,492 7,998,537 20,895,200 2,299,118 10,219,327 8,730,742
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------

Total Assets........ $19,622,904 $57,822,417 2$4,430,298 $30,788,158 $78,798,802 $8,739,943 $29,803,429 $37,254,634
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
EQUITY & LIABILITIES
Equity.................... 7,989,770 29,434,088 11,428,344 14,667,424 26,332,076 4,741,224 14,492,906 14,891,335
Long-term Debt............ 10,187,133 18,007,963 11,859,903 12,878,739 38,746,014 3,531,758 12,148,503 20,016,582
Other Liabilities......... 1,446,001 10,380,363 1,142,051 3,241,995 13,720,712 466,961 3,162,020 2,346,717
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Total Equity and
Liabilities......... $19,622,904 $57,822,414 2$4,430,298 $30,788,158 $78,798,802 $8,739,943 $29,803,429 $37,254,634
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
1994
ASSETS
Total Utility Plant(1).... $18,496,530 $48,698,926 2$2,969,686 $24,830,254 $64,855,465 $8,584,360 $27,138,128 $34,652,482
Depreciation.............. 3,572,944 9,103,911 5,949,200 3,544,572 10,161,224 2,424,025 8,374,484 7,565,129
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Net Plant............. 14,923,586 39,595,015 17,020,486 21,285,682 54,694,241 6,160,335 18,763,644 27,087,353
Other Assets.............. 3,500,801 14,543,602 5,955,012 8,100,607 18,620,708 2,261,786 9,257,856 7,928,216
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Total Assets........ $18,424,387 $54,138,617 2$2,975,498 $29,386,289 $73,314,949 $8,422,121 $28,021,500 $35,015,569
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
EQUITY & LIABILITIES
Equity.................... 7,372,540 27,466,187 11,200,142 13,985,299 25,399,752 4,310,227 13,799,630 14,367,190
Long-term Debt............ 9,402,152 17,707,541 10,642,337 12,776,655 38,477,769 3,644,288 11,391,343 18,861,706
Other Liabilities......... 1,649,695 8,964,889 1,133,019 2,624,335 9,437,428 467,606 2,830,527 1,786,673
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
Total Equity and
Liabilities......... $18,424,387 $54,138,617 2$2,975,498 $29,386,289 $73,314,949 $8,422,121 $28,021,500 $35,015,569
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ---------- ----------- -----------

SATILLA
-----------
<S> <C>
1996
ASSETS
Total Utility Plant(1).... $77,878,807
Depreciation.............. 14,750,974
-----------
Net Plant............. 63,127,833
Other Assets.............. 21,353,873
-----------
Total Assets........ $84,481,706
-----------
-----------
EQUITY & LIABILITIES
Equity.................... 47,165,663
Long-term Debt............ 31,066,252
Other Liabilities......... 6,249,791
-----------
Total Equity and
Liabilities......... $84,481,706
-----------
-----------
1995
ASSETS
Total Utility Plant(1).... $72,213,569
Depreciation.............. 14,233,810
-----------
Net Plant............. 57,979,759
Other Assets.............. 24,060,173
-----------
Total Assets........ $82,039,932
-----------
-----------
EQUITY & LIABILITIES
Equity.................... 45,156,620
Long-term Debt............ 30,273,723
Other Liabilities......... 6,609,589
-----------
Total Equity and
Liabilities......... $82,039,932
-----------
-----------
1994
ASSETS
Total Utility Plant(1).... $67,833,765
Depreciation.............. 13,919,259
-----------
Net Plant............. 53,914,506
Other Assets.............. 20,955,681
-----------
Total Assets........ $74,870,187
-----------
-----------
EQUITY & LIABILITIES
Equity.................... 42,481,081
Long-term Debt............ 27,080,759
Other Liabilities......... 5,308,347
-----------
Total Equity and
Liabilities......... $74,870,187
-----------
-----------
</TABLE>

A-15
<PAGE>
TABLE 6 (CONTINUED)
<TABLE>
<CAPTION>
SLASH SNAPPING THREE TRI- UPSON
SAWNEE PINE SHOALS SUMTER NOTCH COUNTY TROUP COUNTY WALTON
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 190,223,954 $15,032,197 $96,016,959 $41,057,632 $26,498,469 $38,324,663 $55,785,972 $11,445,222 $ 159,383,194
24,634,660 3,085,218 24,225,875 12,404,780 6,478,775 6,663,641 15,431,754 3,578,891 37,983,776
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
165,589,294 11,946,979 71,791,084 28,652,852 20,019,694 31,661,022 40,354,218 7,866,331 121,399,418
35,030,090 3,856,843 21,283,623 13,702,278 8,100,089 6,757,400 12,827,041 4,046,568 42,462,101
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 200,619,384 $15,803,822 $93,074,707 $42,355,130 $28,119,783 $38,418,422 $53,181,259 $11,912,899 $ 163,861,519
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
64,131,637 7,393,295 37,789,149 18,098,421 15,287,446 15,549,783 26,505,715 6,845,184 80,514,126
118,646,087 6,878,087 35,010,446 20,133,602 11,241,955 19,735,077 19,214,254 3,860,521 55,751,578
17,841,660 1,532,440 20,275,112 4,123,107 1,590,382 3,133,562 7,461,291 1,207,194 27,595,815
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 200,619,384 $15,803,822 $93,074,707 $42,355,130 $28,119,783 $38,418,422 $53,181,260 $11,912,899 $ 163,861,519
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 167,665,873 $13,717,804 $89,637,685 $38,981,283 $24,404,523 $35,893,237 $49,282,334 $11,061,992 $ 146,222,125
22,562,091 2,823,174 22,308,766 11,547,493 6,129,931 6,336,897 14,069,228 3,319,880 34,933,018
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
145,103,782 10,894,630 67,328,919 27,433,790 18,274,592 29,556,340 35,213,106 7,742,112 111,289,107
32,550,920 3,385,152 23,116,844 10,783,460 9,182,271 7,379,609 13,298,693 3,555,441 43,540,974
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 177,654,702 $14,279,782 $90,445,763 $38,217,250 $27,456,863 $36,935,949 $48,511,799 $11,297,553 $ 154,830,081
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
58,620,800 6,955,485 37,783,822 17,677,856 14,578,591 14,087,964 23,934,593 6,242,146 74,285,978
96,363,156 5,675,193 36,716,227 17,370,136 11,619,620 20,732,265 19,504,362 3,939,838 58,539,679
22,670,746 1,649,104 15,945,714 3,169,258 1,258,652 2,115,720 5,072,844 1,115,569 22,004,424
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 177,654,702 $14,279,782 $90,445,763 $38,217,250 $27,456,863 $36,935,949 $48,511,799 $11,297,553 $ 154,830,081
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 150,637,053 $12,528,671 $84,805,720 $36,598,084 $23,053,955 $34,056,497 $46,825,167 $10,658,782 $ 138,148,022
21,869,170 2,707,500 20,261,007 10,753,657 5,651,536 5,950,400 12,886,268 3,093,078 31,847,856
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
128,767,883 9,821,171 64,544,713 25,844,427 17,402,419 28,106,097 33,938,899 7,565,704 106,300,166
32,365,398 2,952,753 21,211,398 7,893,536 8,228,260 6,540,434 14,702,192 3,445,875 42,824,210
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 161,133,281 $12,773,924 $85,756,111 $33,737,963 $25,630,679 $34,646,531 $48,641,091 $11,011,579 $ 149,124,376
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
56,172,065 6,741,764 35,993,345 17,297,039 13,954,046 13,501,556 20,818,486 6,030,366 68,530,699
84,263,435 4,635,580 11,035,522 14,118,651 9,749,917 18,319,832 23,628,914 4,004,397 63,446,325
20,697,781 1,396,581 38,727,244 2,322,273 1,926,716 2,825,143 4,193,691 976,816 17,147,352
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
$ 161,133,281 $12,773,925 $85,756,111 $33,737,963 $25,630,679 $34,646,531 $48,641,091 $11,011,579 $ 149,124,376
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------
- ------------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -------------

SAWNEE WASHINGTON TOTAL
- ------------- ------------ --------------
<S> <C> <C>
$ 190,223,954 $39,600,256 $2,786,586,960
24,634,660 10,862,597 529,682,969
- ------------- ------------ --------------
165,589,294 28,737,659 2,256,903,991
35,030,090 17,267,811 690,882,028
- ------------- ------------ --------------
$ 200,619,384 $46,005,470 $2,947,786,019
- ------------- ------------ --------------
- ------------- ------------ --------------
64,131,637 19,182,976 1,216,048,209
118,646,087 22,679,570 1,365,791,468
17,841,660 4,142,924 365,946,343
- ------------- ------------ --------------
$ 200,619,384 $46,005,470 $2,947,786,020
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 167,665,873 $38,124,440 $2,578,220,711
22,562,091 10,767,129 492,231,881
- ------------- ------------ --------------
145,103,782 27,357,311 2,085,988,830
32,550,920 16,873,377 681,191,723
- ------------- ------------ --------------
$ 177,654,702 $44,230,688 $2,767,180,553
- ------------- ------------ --------------
- ------------- ------------ --------------
58,620,800 18,248,187 1,138,184,895
96,363,156 22,634,941 1,305,198,582
22,670,746 3,347,560 323,797,073
- ------------- ------------ --------------
$ 177,654,702 $44,230,688 $2,767,180,550
- ------------- ------------ --------------
- ------------- ------------ --------------
$ 150,637,053 $35,472,864 $2,393,214,192
21,869,170 9,934,272 451,587,456
- ------------- ------------ --------------
128,767,883 25,538,592 1,941,626,736
32,365,398 14,914,320 626,756,880
- ------------- ------------ --------------
$ 161,133,281 $40,452,912 $2,568,383,616
- ------------- ------------ --------------
- ------------- ------------ --------------
56,172,065 17,203,364 1,071,693,862
84,263,435 20,772,440 1,196,957,583
20,697,781 2,477,108 299,732,172
- ------------- ------------ --------------
$ 161,133,281 $40,452,912 $2,568,383,617
- ------------- ------------ --------------
- ------------- ------------ --------------
</TABLE>

A-16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALES PERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY OGLETHORPE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION TO BUY, THOSE TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Available Information................ i
Notice to Investors.................. ii
Summary Information Relating to the
Exchange Offer..................... 1
Summary Information Relating to the
Facility Bonds..................... 4
Summary Information Relating to
Oglethorpe and the Members......... 8
Summary Financial Data............... 13
Selected Definitions................. 14
Introduction......................... 15
Absence of Cash Proceeds............. 16
Security and Source of Payment for
the Facility Bonds................. 16
OPC Scherer 1997 Funding
Corporation........................ 18
Flow of Funds for Debt Service
Payments on the Facility Bonds..... 19
Business of Oglethorpe............... 20
Unaudited Pro Forma Condensed
Financial Data..................... 29
Selected Financial Data.............. 33
Capitalization....................... 35
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 36
The Members of Oglethorpe............ 51
Member Requirements and Power Supply
Resources.......................... 55
Co-Owners of the Plants and the Plant
Agreements......................... 62
Certain Factors Affecting the
Electric Utility Industry.......... 68
Management........................... 72
Certain Relationships and Related
Transactions....................... 78
The Exchange Offer................... 79
Description of the Facility Bonds.... 87
Description of the Lease
Indentures......................... 103
Description of the Leases............ 111
Certain United States Federal Income
Tax Consequences................... 119
Plan of Distribution................. 120
Legal Opinions....................... 121
Experts.............................. 121
Index to Financial Statements........ F-1
Appendix A--Member Financial and
Statistical Information............ A-1
</TABLE>

OFFER TO EXCHANGE
6.974% SERIAL FACILITY BONDS
DUE JUNE 30, 2011

FOR ALL OUTSTANDING 6.974% SERIAL FACILITY
BONDS DUE JUNE 30, 2011

------------------------

THE FACILITY BONDS WILL BE
PAYABLE FROM AND SECURED, AS DESCRIBED
HEREIN, BY RENTALS TO BE PAID UNDER SEVERAL
LEASES RELATING TO SCHERER UNIT NO. 2 BY

------------------------

[LOGO]

OGLETHORPE POWER
CORPORATION
(AN ELECTRIC MEMBERSHIP
CORPORATION)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

GEORGIA STATUTE

Section 46-3-306 of the Official Code of Georgia Annotated which governs
indemnification of officers and directors of Oglethorpe provides as follows:

46-3-306. Indemnification of officers, directors, employees, and
agents; purchase and maintenance of liability insurance; notice to
members of payment of indemnification.

(a) As used in this Code section, the term "the electric membership
corporation" shall include, in addition to the surviving or new electric
membership corporation, any merging or consolidating electric membership
corporation, including any merging or consolidating electric membership
corporation of a merging or consolidating electric membership corporation,
absorbed in a merger or consolidation so that any person who is or was a
director, officer, employee, or agent of such merging or consolidating
electric membership corporation, or is or was serving at the request of such
merging or consolidating electric membership corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall stand in the same position under
this Code section with respect to the resulting or surviving electric
membership corporation as he would if he had served the resulting or
surviving electric membership corporation in the same capacity, provided
that no indemnification under subsections (b) and (c) of this Code section
which are permitted by this subsection shall be mandatory under this
subsection or any bylaw of the surviving or new electric membership
corporation without the approval of such indemnification by the board of
directors or members of the surviving or new electric membership
corporation, in the manner provided in paragraphs (1) and (3) of subsection
(e) of this Code section.

(b) An electric membership corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in
the right of the electric membership corporation), by reason of the fact
that he is or was a director, officer, employee, or agent of the electric
membership corporation, or is or was serving at the request of the electric
membership corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action or proceeding if he acted in a manner he reasonably believed to be in
or not opposed to the best interests of the electric membership corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not of itself create a presumption
that the person did not act in a manner which he reasonably believed to be
in or not opposed to the best interests of the electric membership
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(c) An electric membership corporation shall have the power to indemnify
any person who was or is a party or who is threatened to be made a party to
any threatened, pending, or completed action or suit by, or in the right of,
the electric membership corporation to procure a judgment in its favor, by
reason of the fact he is or was a director, officer, employee, or agent of
the electric membership corporation or is or was serving at the request of
the electric membership corporation as a director, employee or agent of
another corporation, partnership, joint venture, trust, or other

II-1
<PAGE>
enterprise, against expenses, including attorney s fees, actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the electric
membership corporation; except that no indemnification shall be made in
respect to any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the electric membership corporation, unless
and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper.

(d) To the extent that a director, officer, employee, or agent of an
electric membership corporation has been successful, on the merits or
otherwise, in defense of any action, suit, or proceeding referred to in
subsections (b) and (c) of this Code section or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney s fees, actually and reasonably incurred by him in
connection therewith.

(e) Any indemnification under subsections (b) and (c) of this Code
section, unless ordered by a court, shall be made by the electric membership
corporation only as authorized in the specific case, upon a determination
that indemnification of the director, officer, employee, or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in subsections (b) and (c) of this Code section. Such
determination shall be made:

(1) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding;

(2) If such a quorum is not obtainable or, even if obtainable, if a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

(3) By the affirmative vote of the members present and voting at the
meeting at which such determination is made.

(f) Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the electric membership corporation in advance of
the final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the electric membership corporation as
authorized in this Code section.

(g) The indemnification and advancement of expenses provided by or
granted pursuant to this Code section shall not be deemed exclusive of any
other rights, in respect to indemnification or otherwise, to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, resolution, or agreement, either specifically or in general terms
approved by the affirmative vote of a majority of the members entitled to
vote thereon, taken at a meeting, the notice of which specified that such
bylaw, resolution, or agreement would be placed before the members, both as
to action by a director, officer, employee, or agent in his official
capacity and as to action in another capacity while holding such office or
position, except that no such other rights, in respect to indemnification or
otherwise, may be provided or granted to a director, officer, employee, or
agent pursuant to this subsection by an electric membership corporation with
respect to the liabilities described in divisions (b)(3)(A)(i) through
(b)(3)(A)(iii) of Code Section 46-3-321.

(h) An electric membership corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the electric membership corporation or who is
or was serving at the request of the electric membership corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him and incurred by him in

II-2
<PAGE>
any such capacity, or arising out of his status as such, whether or not the
electric membership corporation would have the power to indemnify him
against such liability under this Code section.

(i) If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the members or by an insurance
carrier pursuant to insurance maintained by the electric membership
corporation, the electric membership corporation, not later than the next
annual meeting of members, unless such meeting is held within three months
from the date of such payment, and in any event, within 15 months from the
date of such payment, shall send to its members who are entitled to vote for
the election of directors a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation. Such statement shall be provided to the
members in the manner provided in subsection (a) of Code Section 46-3-263
for giving notice of members meetings.

(j) The indemnification and advancement of expenses provided by or
granted pursuant to this Code section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. (Code 1933, Section
34C-617, enacted by Ga. L. 1981, p. 1587, Section 1; Ga. L. 1988, p. 1451,
Section 2; Ga. L. 1989, p. 14, Section 46.)

ARTICLES OF INCORPORATION

Oglethorpe's Restated Articles of Incorporation contain the following
provision:

"Article VII. A director of the Corporation shall not be personally liable
to the Corporation or its members for monetary damages for breach of duty of
care or other duty as a director, except for liability:

(i) For any appropriation, in violation of his duties, of any business
opportunity of the Corporation;

(ii) For acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; or

(iii) For any transaction from which the director derives an improper
personal benefit.

The liability of directors shall be deemed further limited or eliminated to
the fullest extent permitted by changes in the law governing the Corporation.
Any repeal or modification of the provisions of this Article VII shall not
adversely affect the duty, liability, rights or protection of a director
existing at the time of such repeal or modification."

BYLAWS

Oglethorpe's Bylaws contain the following provisions relating to
indemnification and insurance:

"Article VIII
Indemnification and Insurance

Section 1. Indemnification.

The Corporation shall indemnify each person who is or was a Director,
officer, employee or agent of the Corporation (including the heirs, executors,
administrators or estate of such person) or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the full
extent permitted under Sections 46-3-306(b), (c) and (d) of the Georgia Electric
Membership Corporation Act or any successor provisions of the laws of the State
of Georgia. If any such indemnification is requested pursuant to Sections
46-3-306(b) or (c) of said Act or laws, the Board of Directors shall cause a
determination to be made

II-3
<PAGE>
(unless a court has ordered the indemnification) in one of the manners
prescribed in Section 46-3-306(e) of said Act or laws as to whether
indemnification of the party requesting indemnification is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 46-3-306(b) or (c) of said Act or laws. Upon any such determination
that such indemnification is proper, the Corporation shall make indemnification
payments of liability, cost, payment or expense asserted against, or paid or
incurred by, him in his capacity as such a director, officer, employee or agent
to the maximum extent permitted by said Sections of said Act or laws. The
indemnification obligation of the Corporation set forth herein shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which any party may be entitled under any other bylaw provision or
resolution approved by the Members pursuant to Section 46-3-306(g) of said Act
or laws.

Section 2. Insurance.

The Corporation may purchase and maintain insurance at its expense, to
protect itself and any Director, officer, employee or agent of the Corporation
(including the heirs, executors, administrators or estate of any such person)
against any liability, cost, payment or expense described in Section 1 of this
Article VII, whether or not the Corporation would have the power to indemnify
such person against such liability."

INSURANCE

Oglethorpe maintains director and officer insurance policies which insure
the present and former directors and officers of Oglethorpe against certain
claims and liabilities asserted against them in their capacities or arising out
of their status as directors and officers of Oglethorpe.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS:

An index of exhibits appears at pages II-7 through II-23.

(B) FINANCIAL STATEMENT SCHEDULES:

None.

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes that:

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of DeKalb, State of
Georgia, on the 14th day of January, 1998.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

By: /s/ T.D. KILGORE
-----------------------------------------
T.D. KILGORE
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- --------------------

<C> <S> <C>
* Chairman of the Board, Director
------------------------------------------ (Principal Executive Officer) January 14, 1998
J. CALVIN EARWOOD

/s/ T.D. KILGORE President and Chief Executive
------------------------------------------ Officer (Principal Executive January 14, 1998
T.D. KILGORE Officer)

* Treasurer, Director (Principal
------------------------------------------ Financial Officer) January 14, 1998
MAC F. OGLESBY

/s/ THOMAS A. SMITH Senior Financial Officer
------------------------------------------ (Principal Financial Officer) January 14, 1998
THOMAS A. SMITH

/s/ ROBERT D. STEELE Controller
------------------------------------------ January 14, 1998
ROBERT D. STEELE

* Director
------------------------------------------ January 14, 1998
ASHLEY C. BROWN

* Director
------------------------------------------ January 14, 1998
NEWTON A. CAMPBELL

* Director
------------------------------------------ January 14, 1998
LARRY N. CHADWICK

* Director
------------------------------------------ January 14, 1998
BENNY W. DENHAM

* Director
------------------------------------------ January 14, 1998
WM. RONALD DUFFEY

* Director
------------------------------------------ January 14, 1998
SAMMY M. JENKINS
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- --------------------

* Director
------------------------------------------ January 14, 1998
J. SAM L. RABUN
<C> <S> <C>

* Director
------------------------------------------ January 14, 1998
JOHN S. RANSON
</TABLE>

*By: /s/ T.D. KILGORE
-------------------------------
T.D. KILGORE
As Attorney-in-Fact for
each of the persons indicated

II-6
<PAGE>

EXHIBITS

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>

*2.1 -- Second Amended and Restated Restructuring Agreement, dated February 24, 1997, by and
among Oglethorpe, Georgia Transmission Corporation (An Electric Membership Corporation)
and Georgia System Operations Corporation. (Filed as Exhibit 2.1 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*2.2 -- Member Agreement, dated August 1, 1996, by and among Oglethorpe, Georgia Transmission
Corporation (An Electric Membership Corporation), Georgia System Operations Corporation
and the Members of Oglethorpe. (Filed as Exhibit 2.2 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, File No. 33-7591.)

*3.1(a) -- 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.)

*3.1(b) -- Amendment to Articles of Incorporation of Oglethorpe, dated as of March 11, 1997. (Filed
as Exhibit 3(i)(b) to the Registrant's Form 10-K for the fiscal year ended December 31,
1996, File No. 33-7591.)

*3.2 -- Bylaws of Oglethorpe, as amended on February 24, 1997, and effective as of March 11,
1997. (Filed as Exhibit 3(ii) to the Registrant's Form 10-K for the fiscal year ended
December 31, 1996, File No. 33-7591.)

**4.1 -- Form of Serial Facility Bond (included in form of Collateral Trust Indenture filed as
Exhibit 4.2.

**4.2 -- Collateral Trust Indenture, dated as of December 1, 1997, between OPC Scherer 1997
Funding Corporation A, Oglethorpe and SunTrust Bank, Atlanta, as Trustee.

4.3 -- Nonrecourse Promissory Lessor Note No. 2, with a Schedule identifying three other
substantially identical Nonrecourse Promissory Lessor Notes and any material
differences.

4.4 -- Amended and Restated Indenture of Trust, Deed to Secure Debt and Security Agreement No.
2, dated December 1, 1997, between Wilmington Trust Company and NationsBank, N.A.
collectively as Owner Trustee, under Trust Agreement No. 2, dated December 30, 1985,
with DFO Partnership, as assignee of Ford Motor Credit Company, and The Bank of New York
Trust Company of Florida, N.A. as Indenture Trustee, with a Schedule identifying three
other subtantially identical Amended and Restated Indentures of Trust, Deeds to Secure
Debt and Security Agreements and any material differences.

*4.5(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.)
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>
*4.5(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)).

*4.5(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.)

4.5(d) -- Second Supplement to Lease Agreement No. 2, dated as of December 17, 1997, between
NationsBank, N.A., acting through its agent, The Bank of New York, as an Owner Trustee
under the Trust Agreement No. 2, dated December 30, 1985, among DFO Partnership, as
assignee of Ford Motor Credit Company, as the Owner Participant, and the Original
Trustee, as Lessor, and Oglethorpe, as Lessee, with a Schedule identifying three other
substantially identical Second Supplements to Lease Agreements and any material
differences.

*4.6 -- Amended and Consolidated Loan Contract, dated as of March 1, 1997, between Oglethorpe
and the United States of America, together with four notes executed and delivered
pursuant thereto. (Filed as Exhibit 4.7 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1996, File No. 33-7591.)

*4.7.1(a) -- Indenture, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as
trustee. (Filed as Exhibit 4.8.1 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1996, File No. 33-7591.)

*4.7.1(b) -- First Supplemental Indenture, dated as of October 1, 1997, made by Oglethorpe to
SunTrust Bank, Atlanta, as trustee, relating to the Series 1997B (Burke) Note. (Filed as
Exhibit 4.8.1(b) to the Registrant's Form 10-Q for the quarterly period ended September
30, 1997, File No. 33-7591).

*4.7.2 -- Security Agreement, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank,
Atlanta, as trustee. (Filed as Exhibit 4.8.2 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1996, File No. 33-7591.)

4.8.1(2) -- 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.

4.8.2(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.

4.8.3(2) -- 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.

4.9.1(3) -- 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.
</TABLE>

II-8

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>
4.9.2(3) -- 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.

4.9.3(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.

4.9.4(3) -- 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.

4.9.5(3) -- 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.

4.9.6(1) -- Standby Bond Purchase Agreement, dated as of December 14, 1995, between Oglethorpe and
Canadian Imperial Bank of Commerce, New York Agency, relating to Development Authority
of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.

4.9.7(1) -- Standby Bond Purchase Agreement, dated as of November 30, 1994, between Oglethorpe and
Credit Local de France, Acting through its New York Agency, relating to the Development
Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project), Series 1994A.

4.10.1(4) -- Loan Agreement, dated as of October 1, 1996, between Development Authority of Burke
County and Oglethorpe relating to Development Authority of Burke County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1996.

4.10.2(4) -- Note, dated October 1, 1996, from Oglethorpe to SunTrust Bank, Atlanta, as trustee
pursuant to an Indenture of Trust, dated as of October 1, 1996, between Development
Authority of Burke County and SunTrust Bank, Atlanta.

4.10.3(4) -- Indenture of Trust, dated as of October 1, 1996, between Development Authority of Burke
County and SunTrust Bank, Atlanta, as trustee, relating to Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 1996.

*4.12.1 -- Indemnity Agreement, dated as of March 1, 1997, by and between Oglethorpe and Georgia
Transmission Corporation (An Electric Membership Corporation). (Filed as Exhibit 4.13.1
to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No.
33-7591.)

*4.12.2 -- Indemnification Agreement, dated as of March 11, 1997, by Oglethorpe and Georgia
Transmission Corporation (An Electric Membership Corporation) for the benefit of the
United States of America. (Filed as Exhibit 4.13.2 to the
</TABLE>

II-9

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
<C> <C> <S>

4.13.1(1) -- Master Loan Agreement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB,
MLA No. 0459.

4.13.2(1) -- Consolidating Supplement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB,
relating to Loan No. ML0459T1.

4.13.3(1) -- Promissory Note, dated March 1, 1997, in the original principal amount of $7,102,740.26,
from Oglethorpe to CoBank, ACB, relating to Loan No. ML0459T1.

4.13.4(1) -- Consolidating Supplement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB,
relating to Loan No. ML0459T2.

4.13.5(1) -- Promissory Note, dated March 1, 1997, in the original principal amount of $1,856,475.12,
made by Oglethorpe to CoBank, ACB, relating to Loan No. ML0459T2.

*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.)

**4.15 -- Exchange and Registration Rights Agreement, dated December 17, 1997, by and among
Oglethorpe, OPC Scherer 1997 Funding Corporation A, and Goldman, Sachs & Co. as
representative of the purchasers identified therein.

5 -- Opinion of Sutherland, Asbill & Brennan LLP

*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.)
</TABLE>

II-10

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>
*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 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.)

10.1.1(d) -- Second Supplemental Participation Agreement No. 2, dated as of December 17, 1997, among
Oglethorpe as Lessee, DFO Partnership, as assignee of Ford Motor Credit Company, as
Owner Participant, Wilmington Trust Company and NationsBank, N.A. as Owner Trustee, The
Bank of New York Trust Company of Florida, N.A. as Indenture Trustee, CoBank, ACB as
Loan Participant, OPC Scherer Funding Corporation, as Original Funding Corporation, OPC
Scherer 1997 Funding Corporation A, as Funding Corporation, and SunTrust Bank, Atlanta,
as Original Collateral Trust Trustee and Collateral Trust Trustee, with a Schedule
identifying three substantially identical Second Supplemental Participation Agreements
and any material differences.

*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
</TABLE>

II-11

<PAGE>

*10.1.5(a) -- 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.)

10.1.5(b) -- Amendment No. 1 to the Tax Indemnification Agreement No. 2, dated December 17, 1997,
between DFO Partnership, as assignee of Ford Motor Credit Company, as Owner Participant,
and Oglethorpe, as Lessee, with a Schedule identifying three substantially identical
Amendments No. 1 to the Tax Indemnification Agreements and any material differences.

*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 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.)
</TABLE>

II-12

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>
*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, 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.)
</TABLE>

II-13

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
<C> <C> <S>
*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.)

*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(a) -- 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.)

*10.5.2(b) -- Amendment, dated as of January 15, 1995, to the Plant Hal Wansley Operating Agreements
by and among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia. (Filed as Exhibit
</TABLE>

II-14

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ---------------- ----------------------------------------------------------------------------------------
10.5.2(a) to the Registrant's Form 10-Q for the quarterly period ended September 30,
1996, File No. 33-7591.)
<C> <C> <S>

*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 -- Amended and Restated Wholesale Power Contract, dated as of August 1, 1996, between
Oglethorpe and Altamaha Electric Membership Corporation and all schedules thereto,
together with a Schedule identifying 37 other substantially identical Amended and
Restated Wholesale Power Contracts, and an additional Amended and Restated Wholesale
Power Contract that is not substantially identical. (Filed as Exhibit 10.8.1 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.8.2 -- Amended and Restated Supplemental Agreement, dated as of August 1, 1996, by and between
Oglethorpe, Altamaha Electric Membership Corporation and the United States of America,
together with a Schedule identifying 38 other substantially identical Amended and
Restated Supplemental Agreements. (Filed as Exhibit 10.8.2 to the Registrant's Form 10-K
for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.8.3 -- Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as of
January 1, 1997, by and among Georgia Power Company, Oglethorpe and Altamaha Electric
Membership Corporation, together with a Schedule identifying 38 other substantially
identical Supplemental Agreements. (Filed as Exhibit 10.8.3 to the Registrant's Form
10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
</TABLE>

II-15

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
<C> <C> <S>
*10.8.4 -- Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as
of March 1, 1997, by and between Oglethorpe and Altamaha Electric Membership
Corporation, together with a Schedule identifying 36 other substantially identical
Supplemental Agreements, and an additional Supplemental Agreement that is not
substantially identical. (Filed as Exhibit 10.8.4 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1996, File No. 33-7591.)
*10.8.5 -- Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as
of March 1, 1997, by and between Oglethorpe and Coweta-Fayette Electric Membership
Corporation, together with a Schedule identifying 1 other substantially identical
Supplemental Agreement. (Filed as Exhibit 10.8.5 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1996, File No. 33-7591.)
*10.8.6 -- Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as
of May 1, 1997 by and between Oglethorpe and Altamaha Electric Membership Corporation,
together with a Schedule identifying 38 other substantially identical Supplemental
Agreements. (Filed as Exhibit 10.8.6 to the Registrant's Form 10-Q for the quarterly
period ended June 30, 1997, 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.)

*10.11(a) -- Amendment No. 1 to Interconnection Agreement between Alabama Electric Cooperative, Inc.
and Oglethorpe, dated as of April 22, 1994. (Filed as Exhibit 10.11(a) to the
Registrant's Form 10-Q for the quarter ended June 30, 1994, File No. 33-7591.)

*10.11(b) -- Letter of Commitment (Firm Power Sale) Under Service Schedule J-- Negotiated
Interchange Service between Alabama Electric Cooperative, Inc. and Oglethorpe, dated
March 31, 1994. (Filed as Exhibit 10.11(b) to the Registrant's Form 10-Q for the
quarter ended June 30, 1994, 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.)
</TABLE>

II-16
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
<C> <C> <S>
*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
10-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.)

*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.)
</TABLE>

II-17
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
<C> <C> <S>
*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.)

*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).

*10.27(5) -- Master Power Purchase and Sale Agreement between Enron Power Marketing, Inc. and
Oglethorpe, dated as of January 3, 1996. (Filed as Exhibit 10.27 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1995, File No. 33-7591.)

*10.27(a)(5) -- Extension and Modification Agreement between Enron Power Marketing, Inc. and
Oglethorpe, dated as of April 30, 1996. (Filed as Exhibit 10.27(a) to the
</TABLE>

II-18
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
Registrant's Form 10-Q for the quarterly period ended March 31, 1996, File No.
33-7591.)
<C> <C> <S>

*10.28 -- Employment Agreement between Oglethorpe and T. D. Kilgore, dated as of December 20,
1995. (Filed as Exhibit 10.28 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1995, File No. 33-7591.)

*10.29(5) -- Master Power Purchase and Sale Agreement between Duke/Louis Dreyfus L.L.C. and
Oglethorpe, dated as of August 31, 1996. (Filed as Exhibit 10.29 to the Registrant's
Form 10-Q for the quarterly period ended September 30, 1996, File No. 33-7591.)

*10.30(5) -- Power Purchase and Sale Agreement among LG&E Power Marketing Inc., LG&E Energy Corp.
and Oglethorpe, dated as of November 19, 1996. (Filed as Exhibit 10.30 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.31(5) -- Power Purchase and Sale Agreement among LG&E Power Marketing Inc., LG&E Power Inc. and
Oglethorpe, dated as of January 1, 1997. (Filed as Exhibit 10.31 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.1 -- Participation Agreement (P1), dated as of December 30, 1996, among Oglethorpe, Rocky
Mountain Leasing Corporation, Fleet National Bank, as Owner Trustee, SunTrust Bank,
Atlanta, as Co-Trustee, the Owner Participant named therein and Utrecht-America Finance
Co., as Lender, together with a Schedule identifying five other substantially identical
Participation Agreements. (Filed as Exhibit 10.32.1 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.2 -- Rocky Mountain Head Lease Agreement (P1), dated as of December 30, 1996, between
Oglethorpe and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule
identifying five other substantially identical Rocky Mountain Head Lease Agreements.
(Filed as Exhibit 10.32.2 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1996, File No. 33-7591.)

*10.32.3 -- Ground Lease Agreement (P1), dated as of December 30, 1996, between Oglethorpe and
SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other
substantially identical Ground Lease Agreements. (Filed as Exhibit 10.32.3 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.4 -- Rocky Mountain Agreements Assignment and Assumption Agreement (P1), dated as of
December 30, 1996, between Oglethorpe and SunTrust Bank, Atlanta, as Co-Trustee,
together with a Schedule identifying five other substantially identical Rocky Mountain
Agreements Assignment and Assumption Agreements. (Filed as Exhibit 10.32.4 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.5 -- Facility Lease Agreement (P1), dated as of December 30, 1996, between SunTrust Bank,
Atlanta, as Co-Trustee and Rocky Mountain Leasing Corporation, together with a Schedule
identifying five other substantially identical Facility Lease Agreements. (Filed as
Exhibit 10.32.5 to the
</TABLE>

II-19
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
<C> <C> <S>

*10.32.6 -- Ground Sublease Agreement (P1), dated as of December 30, 1996, between SunTrust Bank,
Atlanta, as Co-Trustee and Rocky Mountain Leasing Corporation, together with a Schedule
identifying five other substantially identical Ground Sublease Agreements. (Filed as
Exhibit 10.32.6 to the Registrant's Form 10-K for the fiscal year ended December 31,
1996, File No. 33-7591.)

*10.32.7 -- Rocky Mountain Agreements Re-assignment and Assumption Agreement (P1), dated as of
December 30, 1996, between SunTrust Bank, Atlanta, as Co-Trustee and Rocky Mountain
Leasing Corporation, together with a Schedule identifying five other substantially
identical Rocky Mountain Agreements Re-assignment and Assumption Agreements. (Filed as
Exhibit 10.32.7 to the Registrant's Form 10-K for the fiscal year ended December 31,
1996, File No. 33-7591.)

*10.32.8 -- Facility Sublease Agreement (P1), dated as of December 30, 1996, between Oglethorpe and
Rocky Mountain Leasing Corporation, together with a Schedule identifying five other
substantially identical Facility Sublease Agreements. (Filed as Exhibit 10.32.8 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.9 -- Ground Sub-sublease Agreement (P1), dated as of December 30, 1996, between Rocky
Mountain Leasing Corporation and Oglethorpe, together with a Schedule identifying five
other substantially identical Ground Sub-sublease Agreements. (Filed as Exhibit 10.32.9
to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No.
33-7591.)

*10.32.10 -- Rocky Mountain Agreements Second Re-assignment and Assumption Agreement (P1), dated as
of December 30, 1996, between Rocky Mountain Leasing Corporation and Oglethorpe,
together with a Schedule identifying five other substantially identical Rocky Mountain
Agreements Second Re-assignment and Assumption Agreements. (Filed as Exhibit 10.32.10
to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No.
33-7591.)

*10.32.11 -- Payment Undertaking Agreement (P1), dated as of December 30, 1996, between Rocky
Mountain Leasing Corporation and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
New York Branch, as the Bank, together with a Schedule identifying five other
substantially identical Payment Undertaking Agreements. (Filed as Exhibit 10.32.11 to
the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No.
33-7591.)

*10.32.12 -- Payment Undertaking Pledge Agreement (P1), dated as of December 30, 1996, between Rocky
Mountain Leasing Corporation, Fleet National Bank, as Owner Trustee, and SunTrust Bank,
Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially
identical Payment Undertaking Pledge Agreements. (Filed as Exhibit 10.32.12 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.32.13 -- Equity Funding Agreement (P1), dated as of December 30, 1996, between Rocky Mountain
Leasing Corporation, AIG Match Funding Corp., the Owner
</TABLE>

II-20
<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
Participant named therein, Fleet National Bank, as Owner Trustee, and SunTrust Bank,
Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially
identical Equity Funding Agreements. (Filed as Exhibit 10.32.13 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
<C> <C> <S>

*10.32.14 -- Equity Funding Pledge Agreement (P1), dated as of December 30, 1996, between Rocky
Mountain Leasing Corporation and SunTrust Bank, Atlanta, as Co-Trustee, together with a
Schedule identifying five other substantially identical Equity Funding Pledge
Agreements. (Filed as Exhibit 10.32.14 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1996, File No. 33-7591.)

*10.32.15 -- Deed to Secure Debt, Assignment of Surety Bond and Security Agreement (P1), dated as of
December 30, 1996, between Rocky Mountain Leasing Corporation, SunTrust Bank, Atlanta,
as Co-Trustee, together with a Schedule identifying five other substantially identical
Collateral Assignment, Assignment of Surety Bond and Security Agreements. (Filed as
Exhibit 10.32.15 to the Registrant's Form 10-K for the fiscal year ended December 31,
1996, File No. 33-7591.)

*10.32.16 -- Subordinated Deed to Secure Debt and Security Agreement (P1), dated as of December 30,
1996, among Oglethorpe, AMBAC Indemnity Corporation and SunTrust Bank, Atlanta, as
Co-Trustee, together with a Schedule identifying five other substantially identical
Subordinated Deed to Secure Debt and Security Agreements. (Filed as Exhibit 10.32.16 to
the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No.
33-7591.)

*10.32.17 -- Tax Indemnification Agreement (P1), dated as of December 30, 1996, between Oglethorpe
and the Owner Participant named therein, together with a Schedule identifying five
other substantially identical Tax Indemnification Agreements. (Filed as Exhibit
10.32.17 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996,
File No. 33-7591.)

*10.32.18 -- Consent No. 1, dated as of December 30, 1996, among Georgia Power Company, Oglethorpe,
SunTrust Bank, Atlanta, as Co-Trustee, and Fleet National Bank, as Owner Trustee,
together with a Schedule identifying five other substantially identical Consents.
(Filed as Exhibit 10.32.18 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1996, File No. 33-7591.)

*10.32.19(a) -- OPC Intercreditor and Security Agreement No. 1, dated as of December 30, 1996, among
the United States of America, acting through the Administrator of the Rural Utilities
Service, SunTrust Bank, Atlanta, Oglethorpe, Rocky Mountain Leasing Corporation,
SunTrust Bank, Atlanta, as Co-Trustee, Fleet National Bank, as Owner Trustee,
Utrecht-America Finance Co., as Lender and AMBAC Indemnity Corporation, together with a
Schedule identifying five other substantially identical Intercreditor and Security
Agreements. (Filed as Exhibit 10.32.19 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1996, File No. 33-7591.)

**10.32.19(b) -- Supplement to OPC Intercreditor and Security Agreement No. 1, dated as of March 1,
1997, among the United States of America, acting through the
</TABLE>

II-21

<PAGE>

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------
Administrator of the Rural Utilities Service, SunTrust Bank, Atlanta, Oglethorpe, Rocky
Mountain Leasing Corporation, SunTrust Bank, Atlanta, as Co-Trustee, Fleet National
Bank, as Owner Trustee, Utrecht-America Finance Co., as Lender and AMBAC Indemnity
Corporation, together with a Schedule identifying five other substantially identical
Supplements to OPC Intercreditor and Security Agreements.
<C> <C> <S>

*10.33.1 -- Member Transmission Service Agreement, dated as of March 1, 1997, by and between
Oglethorpe and Georgia Transmission Corporation (An Electric Membership Corporation).
(Filed as Exhibit 10.33.1 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1996, File No. 33-7591.)

*10.33.2 -- Generation Services Agreement, dated as of March 1, 1997, by and between Oglethorpe and
Georgia System Operations Corporation. (Filed as Exhibit 10.33.2 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.33.3 -- Operation Services Agreement, dated as of March 1, 1997, by and between Oglethorpe and
Georgia System Operations Corporation. (Filed as Exhibit 10.33.3 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

*10.34 -- Power Purchase and Sale Agreement between Morgan Stanley Capital Group Inc. and
Oglethorpe, dated as of April 7, 1997. (Filed as Exhibit 10.34 to the Registrant's Form
10-Q for the quarterly period ended March 30, 1997, File No. 33-7591.)

10.35 -- Purchase Agreement dated December 11, 1997, by and among Oglethorpe, OPC Scherer 1997
Funding Corporation A and Goldman, Sachs & Co., as representative of the purchasers
named therein.

**12 -- Statement regarding computation of ratio of earnings to fixed charges.

**15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited interim financial information.

21.1 -- Rocky Mountain Leasing Corporation, a Delaware corporation.

23.1 -- Consent of Sutherland, Asbill & Brennan LLP (included in the opinion filed as Exhibit
5).

23.2 -- Consent of Coopers & Lybrand L.L.P.

23.3 -- Consent of Arthur Andersen LLP.

**24 -- Power of Attorney.

**25.1 -- Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of SunTrust Bank, Atlanta, as Indenture Trustee.

**27.1 -- Financial Data Schedule (for SEC use only).

99.1 -- Form of Letter of Transmittal.
</TABLE>

- ------------------------

* Incorporated by reference to exhibits previously filed by the Registrant as
indicated in parentheses following the description of the exhibit.

** Previously filed.

II-22
<PAGE>
(1) Pursuant to 17 C.F.R. 229.601(b)(4)(iii), this document is not filed
herewith; however the registrant hereby agrees that such document will be
provided to the Commission upon request.

(2) For the reason stated in footnote (1), this document and six other
substantially identical documents are not filed as exhibits to this
Registration Statement.

(3) For the reason stated in footnote (1), this document and another
substantially identical document are not filed as exhibits to this
Registration Statement.

(4) For the reason stated in footnote (1), this document and three other
substantially identical documents are not filed as exhibits to this
Registration Statement.

(5) Certain portions of this document have been omitted as confidential and
filed separately with the Commission.

II-23

<PAGE>
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT

NONRECOURSE PROMISSORY LESSOR NOTE NO. 2, DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF JUNE 30, 2011

Issued at: New York, New York

Issue Date: December 17, 1997

Wilmington Trust Company and NationsBank, N.A., not in their individual
capacities but solely as Owner Trustee, hereby promise to pay to OPC Scherer
1997 Funding Corporation A (the "Funding Corporation"), or its registered
assigns, the principal sum of FORTY-TWO MILLION SEVEN HUNDRED FIFTY-SEVEN
THOUSAND AND NO/100 DOLLARS ($42,757,000.00), which is due and payable in a
series of installments of principal with a final payment date of June 30, 2011,
as provided below, together with simple interest at the rate of six and nine
hundred seventy-four thousandths percent (6.974)% per annum on the principal
remaining unpaid from time to time; provided, however, that from, after, and so
long as, the Facility Bonds shall bear Additional Interest (as defined in the
Collateral Trust Indenture), each installment of principal remaining unpaid
shall accrue interest (in addition to the stated interest on this Series 1997
Refunding Lessor Note) at a rate of one quarter of one percent (0.25%) per annum
(such additional amount payable under this Series 1997 Refunding Lessor Note,
the "Additional Lessor Note Interest"), from and including the date the Facility
Bonds shall begin to accrue Additional Interest until and including the last day
the Facility Bonds shall accrue Additional Interest.

Interest on the outstanding principal amount under this Series 1997
Refunding Lessor Note shall be due and payable semiannually at the rate
specified above, commencing on June 30, 1998, and on each June 30th and December
31st thereafter until the principal of this Series 1997 Refunding Lessor Note is
paid in full or made available for payment. Interest shall be calculated at the
rate specified above, computed on the basis of a 360-day year of twelve 30-day
months, except with respect to Additional Interest, which shall be computed on
the basis of a 365 or 366-day year, as the case may be. The principal of this
Series 1997 Refunding Lessor Note shall be due and payable in consecutive
semiannual installments on each June 30th and December 31st, commencing on June
30, 1998, and ending on the payment date for the final installment of principal
set forth above, and each such installment of principal shall be in the amount,
if any, set forth in Schedule 1 attached hereto in the column headed "Principal
Amount Payable" with respect to the date of such installment, provided that the
final installment of principal shall be equal to the then unpaid principal
balance of this Series 1997 Refunding Lessor Note.

<PAGE>

Capitalized terms used in this Series 1997 Refunding Lessor Note which are
not otherwise defined herein shall have the meanings ascribed thereto in the
Restated Indenture (as hereinafter defined).

Interest on any overdue principal and premium, if any, and (to the extent
permitted by applicable law) any overdue interest shall be paid, on demand, from
the due date thereof at the Stipulated Interest Rate for the period during which
any such principal, premium or interest shall be overdue computed on the basis
of a 360-day year of twelve 30-day months.

In the event any date on which a payment is due under this Series 1997
Refunding Lessor Note is not a Business Day, then payment thereof may be made on
the next succeeding Business Day with the same force and effect as if made on
the date on which such payment was due.

Except as otherwise specifically provided in the Restated Indenture, all
payments of principal, premium, if any, and interest to be made by Owner Trustee
hereunder and under the Amended and Restated Indenture of Trust, Deed to Secure
Debt and Security Agreement No. 2, dated December 1, 1997 (the "Restated
Indenture"), between Wilmington Trust Company and NationsBank, N.A., acting
through its agent, The Bank of New York, collectively as "Owner Trustee" under
the Trust Agreement No. 2, dated December 30, 1985, with DFO Partnership, as
assignee of Ford Motor Credit Company, and The Bank of New York Trust Company of
Florida, N.A., a national banking association, as Indenture Trustee, shall be
made only from the Indenture Estate and the Indenture Trustee shall have no
obligation for the payment thereof except to the extent that the Indenture
Trustee shall have sufficient income or proceeds from the Indenture Estate to
make such payments in accordance with the terms of Article 3 of the Restated
Indenture; and, except as expressly provided in the Restated Indenture or the
Participation Agreement, neither Owner Trustee nor Owner Participant shall have
any obligation for payments in respect of this Series 1997 Refunding Lessor Note
or under the Restated Indenture except from the Indenture Estate. The holder
hereof, by its acceptance of this Series 1997 Refunding Lessor Note agrees that
it will look solely to the income and proceeds from the Indenture Estate to the
extent available for distribution to the holder hereof, as herein provided and
that, except as expressly provided in the Restated Indenture or the
Participation Agreement, neither Owner Participant, Owner Trustee, Bank, Georgia
Bank nor Indenture Trustee is or shall be personally liable to the holder hereof
for any amounts payable under this Series 1997 Refunding Lessor Note or under
the Restated Indenture, or for any performance to be rendered under the Restated
Indenture or any Operative Document or for any liability under the Restated
Indenture or any Operative Document.

The principal of, premium, if any, and interest on this Series 1997
Refunding Lessor Note shall be paid by the Indenture Trustee by transferring for
the account of the holder of this Series 1997 Refunding Lessor Note, the amount
then due and payable in immediately available funds to a banking institution
with bank wire transfer facilities designated by the holder of this Series 1997
Refunding Lessor Note to Indenture Trustee, such transfer to be subject to
telephonic confirmation of payment, to the extent specified

<PAGE>

by such Noteholder, or in the absence of such designation, by mailing a check
for such amount payable in New York Clearing House funds to such Noteholder at
the last address of the Noteholder appearing on the Note Register, or by any
other method authorized by the Restated Indenture and specified in notice from
such Noteholder to Indenture Trustee, without any presentment or surrender of
this Series 1997 Refunding Lessor Note, except that, in the case of the final
payment in respect of this Series 1997 Refunding Lessor Note, this Series 1997
Refunding Lessor Note shall be surrendered to Indenture Trustee. All payments
due with respect to this Series 1997 Refunding Lessor Note shall be made (i) as
soon as practicable prior to the close of business on the date the amounts to be
distributed by Indenture Trustee are actually received by Indenture Trustee if
such amounts are received by 10:00 a.m., New York City Time, on a Business Day
or (ii) on the next succeeding Business Day if received after such time or if
received on any day other than a Business Day. Prior to due presentment for
registration of transfer of this Series 1997 Refunding Lessor Note, Owner
Trustee and Indenture Trustee may deem and treat the Person in whose name this
Series 1997 Refunding Lessor Note is registered on the Note Register (including
any pledgee designated pursuant to Section 2.8 of the Restated Indenture) as the
absolute owner and holder of this Series 1997 Refunding Lessor Note for the
purpose of receiving payment of all mounts payable with respect to this Series
1997 Refunding Lessor Note and for all other purposes, and neither Owner Trustee
nor Indenture Trustee shall be affected by any notice to the contrary (other
than from any such pledgee). All payments made on this Series 1997 Refunding
Lessor Note in accordance with the provisions of this paragraph shall be valid
and effective to satisfy and discharge the liability on this Series 1997
Refunding Lessor Note to the extent of the sums so paid and neither Indenture
Trustee nor Owner Trustee shall have any liability in respect of such payment.

The holder hereof, by its acceptance of this Series 1997 Refunding Lessor
Note, agrees that each payment received by it hereunder shall be applied in the
manner set forth in Section 2.7 of the Restated Indenture, which provides that
each payment on the Series 1997 Refunding Lessor Note shall be applied as
follows: first, to the payment of accrued interest (including interest on
overdue principal and, to the extent permitted by Applicable Law, overdue
interest) on this Series 1997 Refunding Lessor Note to the date of such payment;
second, to the payment of the principal amount of, and premium, if any, on this
Series 1997 Lessor Refunding Note then due (including any overdue installments
of principal) thereunder; and third, to the extent permitted by Section 2.10 of
the Restated Indenture, the balance, if any, remaining thereafter, to the
payment of the principal amount of, and premium, if any, on this Series 1997
Refunding Lessor Note.

This Series 1997 Refunding Lessor Note is the Series 1997 Refunding Lessor
Note referred to in the Restated Indenture. The Restated Indenture also permits
the issuance of Additional Notes, as provided in Section 2.12 of the Restated
Indenture, and the several Notes may be for varying principal amounts and may
have different maturity dates, interest rates, redemption provisions and other
terms. The properties of Owner Trustee included in the Indenture Estate are
pledged or mortgaged to Indenture Trustee to the extent provided in the Restated
Indenture as security for the payment of the principal of and premium, if any,
and interest on this Series 1997 Refunding Lessor Note and all other Notes
issued and outstanding from time to time under the Restated Indenture.
<PAGE>

Reference is hereby made to the Restated Indenture for a statement of the
rights of the holder of, and the nature and extent of the security for, this
Series 1997 Refunding Lessor Note and of the rights of, and the nature and
extent of the security for, the holders of the other Notes and of certain rights
of Owner Trustee and Owner Participant, as well as for a statement of the terms
and conditions of the trust created by the Restated Indenture, to all of which
terms and conditions the holder hereof agrees by its acceptance of this Series
1997 Refunding Lessor Note.

This Series 1997 Refunding Lessor Note is subject to redemption, in whole
or in part as contemplated by the Restated Indenture, at the applicable
redemption prices (expressed as a percentage of principal amount) for the
Redemption Dates set forth in Schedule 2 attached hereto (collectively, the
"Premium Redemption Prices") in the case of redemptions under the circumstances
set forth in Sections 2.10(d)(i), (ii) and (iii)(B) of the Restated Indenture
and for one hundred percent (100%) of the unpaid principal balance hereof in the
circumstances described in Section 2.10(a) (to the extent it pertains to this
Series 1997 Refunding Lessor Note) and Section 2.10(d)(iii)(A) and (iv) of the
Restated Indenture, in each case together with interest accrued to the
Redemption Date; provided, however, that no such redemption shall be made until
notice thereof is given by Indenture Trustee to the holder hereof as provided in
the Restated Indenture.

In case an Event of Loss under the Lease shall occur under circumstances
therein described relating to the regulation of Owner Participant or any of its
Affiliates as a Public Utility or a Holding Company or under other certain
federal and state public utility laws, the obligations of Owner Trustee under
this Series 1997 Refunding Lessor Note may be assumed in whole by Lessee,
subject to the conditions set forth in Section 2.10(b) of the Restated
Indenture; provided, however, that no such assumption shall be made if the
regulation of Owner Participant or its Affiliate is not materially adverse to
such Person, nor shall such an assumption be made if an Indenture Default or an
Indenture Event of Default shall have occurred and be continuing or if certain
other conditions specified in the Restated Indenture are not met.

In case an Indenture Event of Default shall occur and be continuing, the
unpaid balance of the principal of this Series 1997 Refunding Lessor Note
together with all accrued but unpaid interest thereon may, subject to certain
rights of Owner Trustee and Owner Participant contained or referred to in the
Restated Indenture, be declared or may become due and payable in the manner and
with the effect provided in the Restated Indenture.

There shall be maintained at the Indenture Trustee Office a register for
the purpose of registering transfers and exchanges of Notes in the manner
provided in the Restated Indenture. The transfer of this Series 1997 Refunding
Lessor Note is registrable, as provided in the Restated Indenture, upon
surrender of this Series 1997 Refunding Lessor Note for registration of transfer
duly accompanied by a written instrument of transfer duly executed by or on
behalf of the registered holder hereof, together with the amount of any
applicable transfer taxes.

This Series 1997 Refunding Lessor Note shall be governed by the laws of the
state of Georgia.

<PAGE>

IN WITNESS WHEREOF, Owner Trustee has caused this Series 1997 Refunding
Lessor Note to be duly executed as of the date hereof.

WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee

By: /s/ Roseline K. Maney
-------------------------------
Name: Roseline K. Maney
-------------------------------
Title: Senior Financial Services Officer
---------------------------------
<PAGE>

NATIONSBANK, N.A., acting
through its agent, THE BANK OF NEW YORK,
not in its individual capacity, but
solely as Owner Trustee

By: /s/ Stefan Victory
-------------------------------
Name: Stefan Victory
-------------------------------
Title: Agent
------------------------------

(Signatures continued on next page)
<PAGE>

This is one of the Notes referred to in the within-mentioned Restated Indenture.

THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.
as Indenture Trustee

By: /s/ Howard L. Shellkopf
------------------------

Name: Howard L. Shellkopf
------------------------

Title: Agent
-----------------------

<PAGE>

SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE

Schedule of Principal Amortization

Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- ------------------------- --------------- --------------- ---------------
June 30, 1998............ 42,757,000.00
December 31, 1998........ 41,222,000.00
June 30, 1999............ 41,222,000.00
December 31, 1999........ 38,895,000.00
June 30, 2000............ 38,895,000.00
December 31, 2000........ 36,466,000.00
June 30, 2001............ 36,466,000.00
December 31, 2001........ 33,927,000.00
June 30, 2002............ 33,927,000.00
December 31, 2002........ 29,825,000.00
June 30, 2003............ 29,825,000.00
December 31, 2003........ 25,390,000.00
June 30, 2004............ 25,390,000.00
December 31, 2004........ 20,645,000.00
June 30, 2005............ 20,645,000.00
December 31, 2005........ 15,569,000.00
June 30, 2006............ 15,569,000.00
December 31, 2006........ 10,173,000.00
June 30, 2007............ 4,146,000.00
December 31, 2007........ 4,146,000.00
June 30, 2008............ 0.00

S-I-1

<PAGE>

SCHEDULE 2
TO SERIES 1997 REFUNDING LESSOR NOTE

Twelve Month Period Beginning Premium Redemption Prices
- ----------------------------- -------------------------

December 17, 1997 through December 31, 1997 (1).... 106.974%
January 1, 1998.................................... 106.974
January 1, 1999.................................... 106.438
January 1, 2000.................................... 105.901
January 1, 2001.................................... 105.365
January 1, 2002.................................... 104.828
January 1, 2003.................................... 104.292
January 1, 2004.................................... 103.755
January 1, 2005.................................... 103.219
January 1, 2006.................................... 102.682
January 1, 2007.................................... 102.146
January 1, 2008.................................... 101.609
January 1, 2009.................................... 101.073
January 1, 2010.................................... 100.536
January 1, 2011.................................... 100.000

- --------------------
(1) Partial period.

S-II-1
<PAGE>

EXPLANATORY STATEMENT TO
NONRECOURSE PROMISSORY LESSOR NOTE NO. 2

Except as described below, the following agreements are substantially
similar in all material respects to Nonrecourse Promissory Lessor Note No. 2,
dated as of December 17, 1997, made by Wilmington Trust Company and
NationsBank, N.A., not in their individual capacities but solely as Owner
Trustee, in favor of OPC Scherer 1997 Funding Corporation A ("Lessor Note No.
2"):

1. Nonrecourse Promissory Lessor Note No. 1, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 1");

2. Nonrecourse Promissory Lessor Note No. 3, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 3"); and

3. Nonrecourse Promissory Lessor Note No. 4, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 4");

The following sets forth the material differences between Lessor Note
No. 2 and Lessor Note No. 1, Lessor Note No. 3 and Lessor Note No. 4:

1. Schedule 1 to Lessor Note No. 1, Lessor Note No. 3 and Lessor Note No. 4
is attached as Exhibits A through C, respectively.

<PAGE>
EXHIBIT A

SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE

Schedule of Principal Amortization

<TABLE>
<CAPTION>
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
June 30, 1998 81,506,000.00
December 31, 1998 78,802,000.00
June 30, 1999 78,802,000.00
December 31, 1999 75,007,000.00
June 30, 2000 75,007,000.00
December 31, 2000 70,937,000.00
June 30, 2001 70,937,000.00
December 31, 2001 66,871,000.00
June 30, 2002 66,871,000.00
December 31, 2002 62,619,000.00
June 30, 2003 62,619,000.00
December 31, 2003 58,173,000.00
June 30, 2004 58,173,000.00
December 31, 2004 53,523,000.00
June 30, 2005 53,523,000.00
December 31, 2005 48,661,000.00
June 30, 2006 48,661,000.00
December 31, 2006 43,560,000.00
June 30, 2007 37,385,000.00
December 31, 2007 37,385,000.00
June 30, 2008 28,617,000.00
December 31, 2008 28,617,000.00
June 30, 2009 19,215,000.00
December 31, 2009 19,215,000.00
June 30, 2010 9,134,000.00
December 31, 2010 9,134,000.00
June 30, 2011 0.00
</TABLE>

A-1
<PAGE>
EXHIBIT B

SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE

Schedule of Principal Amortization

<TABLE>
<CAPTION>
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
June 30, 1998 43,237,000.00
December 31, 1998 42,688,000.00
June 30, 1999 42,688,000.00
December 31, 1999 40,438,000.00
June 30, 2000 40,438,000.00
December 31, 2000 38,083,000.00
June 30, 2001 38,083,000.00
December 31, 2001 35,620,000.00
June 30, 2002 35,620,000.00
December 31, 2002 33,041,000.00
June 30, 2003 33,041,000.00
December 31, 2003 29,095,000.00
June 30, 2004 29,095,000.00
December 31, 2004 24,771,000.00
June 30, 2005 24,771,000.00
December 31, 2005 20,145,000.00
June 30, 2006 20,099,000.00
December 31, 2006 15,225,000.00
June 30, 2007 9,744,000.00
December 31, 2007 9,744,000.00
June 30, 2008 3,853,000.00
December 31, 2008 3,853,000.00
June 30, 2009 0.00
</TABLE>

B-1
<PAGE>
EXHIBIT C

SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE

Schedule of Principal Amortization

<TABLE>
<CAPTION>
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
June 30, 1998 57,202,000.00
December 31, 1998 55,435,000.00
June 30, 1999 55,435,000.00
December 31, 1999 52,695,000.00
June 30, 2000 52,695,000.00
December 31, 2000 49,830,000.00
June 30, 2001 49,830,000.00
December 31, 2001 46,834,000.00
June 30, 2002 46,834,000.00
December 31, 2002 43,700,000.00
June 30, 2003 43,700,000.00
December 31, 2003 40,410,000.00
June 30, 2004 36,897,000.00
December 31, 2004 36,897,000.00
June 30, 2005 33,246,000.00
December 31, 2005 33,246,000.00
June 30, 2006 27,807,000.00
December 31, 2006 27,807,000.00
June 30, 2007 21,607,000.00
December 31, 2007 21,607,000.00
June 30, 2008 14,959,000.00
December 31, 2008 14,959,000.00
June 30, 2009 7,831,000.00
December 31, 2009 7,831,000.00
June 30, 2010 188,000.00
December 31, 2010 188,000.00
June 30, 2011 0.00
</TABLE>

C-1

<PAGE>

CROSS REFERENCE: INDENTURE OF
TRUST, DEED TO SECURE DEBT AND
SECURITY AGREEMENT NO. 2 RECORDED IN
VOLUME 208, PAGE 331, MONROE
COUNTY, GEORGIA, RECORDS, AND FIRST
SUPPLEMENTAL INDENTURE OF TRUST,
DEED TO SECURE DEBT AND SECURITY
AGREEMENT NO. 2 RECORDED IN VOLUME
228, PAGE 153 OF THE AFORESAID
RECORDS.

================================================================================

AMENDED AND RESTATED
INDENTURE OF TRUST, DEED TO SECURE
DEBT AND SECURITY AGREEMENT NO. 2

Dated as of December 1, 1997

between

WILMINGTON TRUST COMPANY AND
NATIONSBANK, N.A.,
acting through its agent The Bank of New York
collectively as Owner Trustee,
under Trust Agreement No. 2, dated
December 30, 1985, with DFO Partnership,
as assignee of Ford Motor Credit Company

and

THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.,
as successor to Wachovia Bank of Georgia, National Association,
successor by merger to The First National Bank of Atlanta,
as Indenture Trustee

-----------------------------------------------

Undivided Interest in Plant Robert W. Scherer
Unit No. 2 818 MW (nameplate capacity)
Coal-Fired Electric Generating Unit
Located in Monroe County, Georgia

-----------------------------------------------

================================================================================
<PAGE>

This AMENDED AND RESTATED INDENTURE OF TRUST, DEED TO SECURE DEBT AND
SECURITY AGREEMENT NO. 2 (this "Indenture"), dated as of December 1, 1997,
between WILMINGTON TRUST COMPANY, a Delaware banking corporation, and
NATIONSBANK, N.A., a national banking association and successor by merger to The
Citizens and Southern National Bank, acting through its agent THE BANK OF NEW
YORK, a state banking corporation organized under the laws of the State of New
York, not in their individual capacities but solely as Owner Trustees
(collectively in such capacity, "Owner Trustee") under the Trust Agreement No.
2, dated December 30, 1985, with DFO Partnership, as assignee of Ford Motor
Credit Company (the "Owner Participant"), grantor, and THE BANK OF NEW YORK
TRUST COMPANY OF FLORIDA, N.A., a national banking association ("Indenture
Trustee"), as successor indenture trustee to Wachovia Bank of Georgia, National
Association, successor by merger to The First National Bank of Atlanta
("Original Indenture Trustee"), grantee.

RECITALS:

A. Owner Participant and Owner Trustee entered into the Trust Agreement
(capitalized terms used herein being defined as provided in Article 1) on
December 30, 1985, as amended by amendments thereto, whereby, among other
things, Owner Trustee declared a certain trust for the use and benefit of Owner
Participant, and Owner Trustee was authorized and directed to execute and
deliver this Indenture, which amends and restates the Trust Agreement, as so
previously amended;

B. In connection with the entering into the Trust Agreement, Owner Trustee
entered into the Original Participation Agreement;

C. Owner Trustee, acting on behalf of the Owner Participant, pursuant to
the Trust Agreement and the Original Participation Agreement, purchased the
Undivided Interest from Lessee and concurrently therewith leased such Undivided
Interest to Lessee pursuant to the Lease;

D. In accordance with the Original Indenture, on December 30, 1985, the
Owner Trustee executed and delivered the Secured Note, the proceeds of which
were used by the Owner Trustee to finance a portion of the purchase of the
Undivided Interest, and pursuant to which Original Indenture Owner Trustee
granted to Original Indenture Trustee the security, titles and interests therein
provided and which Original Indenture was regarded as (i) a deed to secure debt,
(ii) a security agreement, and (iii) a financing statement for such security
agreement under the Uniform Commercial Code;

E. In accordance with the First Supplemental Indenture, on October 20,
1986, Owner Trustee executed and delivered the Refunding Lessor Note, the
proceeds of which were used by Owner Trustee to prepay the Secured Note as part
of a Refinancing;

F. The Original Indenture Trustee has resigned as indenture trustee under
the Original Lease Indenture, and the Indenture Trustee is being appointed as
successor indenture trustee under this Indenture;
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G. Owner Trustee and Indenture Trustee desire to amend and restate the
Original Indenture, as amended by the First Supplemental Indenture, to, among
other things, provide for (a) the issuance by Owner Trustee of the Series 1997
Refunding Lessor Note, (b) the issuance by Owner Trustee of Additional Notes and
(c) the conveyance and assignment by Owner Trustee, with and to Indenture
Trustee, as part of the Indenture Estate, of the Undivided Interest, the Lease,
the Deed and Bill of Sale, the Supporting Assets Lease, the Supporting Assets
Sublease, the Operating Agreement, the Ownership Agreement, the Assignment, the
REA Consent and the Co-Owners' Consent, the Participation Agreement and payments
and other amounts received hereunder or thereunder in accordance hereof
(excluding Excepted Payments and except as otherwise provided herein or therein)
as security for inter alia, Owner Trustee's obligations to and for the benefit
of the Noteholders and for the benefit and security of such Noteholders; and

H. In order to secure Owner Trustee's obligations, Owner Trustee desires
to grant to Indenture Trustee the security, titles and interests herein provided
and the parties hereto desire that this Indenture be regarded as (i) a deed to
secure debt and (ii) a security agreement.

CONVEYANCE CLAUSE:

NOW THEREFORE, FOR TEN DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged by
Owner Trustee, and in order to secure the indebtedness and other obligations,
agreements, and covenants of Owner Trustee set forth hereinafter and in the
Notes, the Operative Documents and the other documents, certificates and
agreements delivered in connection therewith, this Indenture does hereby amend
and restate the Trust Agreement, as previously amended, and Owner Trustee does
hereby irrevocably grant, bargain, sell, transfer, assign and convey unto
Indenture Trustee, and the successors and assigns of Indenture Trustee, all of
Owner Trustee's rights, title and interests in and to the following described
property and interests and estates in property, land, easements, rights,
improvements, personal property, fixtures, equipment and appurtenances whether
now held or hereafter acquired (which collectively, including all property
hereafter specifically subjected to the security, titles and interests created
by this Indenture by any supplement hereto, are included within, and are
hereafter referred to as, the "Indenture Estate"):

(1) the Undivided Interest, as more particularly described in
Schedule 1, located on or attached to those certain tracts or parcels of land
lying and being in Monroe County, Georgia (herein referred to collectively as
the "Unit 2 Site," as more particularly described in Schedule 2), including all
fixtures, Capital Improvements and replacement Components or proceeds from a
permitted sale of any of the foregoing, and the Unit 2 Intangibles;

(2) the leasehold estate or estates granted by the Supporting Assets
Lease, recorded in Deed Book 203, Page 194, Records of the Clerk of the Superior
Court of Monroe County, Georgia;

(3) all rights, title and interests of Owner Trustee in, to and
under the Lease, the Deed and Bill of Sale, the Supporting Assets Lease, the
Supporting Assets Sublease, the

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Operating Agreement, the Ownership Agreement, the Assignment, the REA Consent,
the Participation Agreement and any similar participation agreements relating to
Additional Notes and the Co-Owners' Consent (collectively, the "Assigned
Documents"), including, without limitation, (a) all amounts of Rent, insurance
proceeds and condemnation, requisition and other awards and payments of any kind
for or with respect to any part of the Indenture Estate as contemplated in the
Assigned Documents and (b) all rights of Owner Trustee to exercise any election
or option or to make any decision or determination or to give or receive any
notice, consent, waiver or approval or to take any other action under or in
respect of any Assigned Document, as well as all the rights, powers and remedies
on the part of Owner Trustee, whether arising under any Assigned Document or by
statute or at law or equity or otherwise, arising out of any Lease Default or
Lease Event of Default (except to the extent provided in Section 5.6 hereof);

(4) all rents (including Rent), issues, profits, royalties,
products, revenues and other benefits of the Indenture Estate from time to time
accruing and all property from time to time subjected or required to be
subjected to the Lien of this Indenture and all the estate, right, title,
interest, property, possession, claim and demand whatsoever at law as well as in
equity of Owner Trustee in and to the same (the "Revenues");

(5) all moneys and securities deposited or required to be deposited
with Indenture Trustee pursuant to any term of this Indenture or any other
Assigned Document and held or required to be held by Indenture Trustee
hereunder;

(6) all rights, title and interests of Owner Trustee in and to any
right to restitution from Lessee in respect of any determination of invalidity
of any Assigned Document;

(7) all other property, rights and privileges of every kind and
description, real, personal and mixed, tangible and intangible and interests
therein now held or hereafter acquired by Owner Trustee pursuant to any term of
any Assigned Document, whether located on the Unit 2 Site, or elsewhere and
whether or not subjected to the Lien of this Indenture by a supplement hereto;
and

(8) all proceeds of the foregoing;

BUT EXCLUDING from the Indenture Estate all Excepted Payments and SUBJECT
TO the rights of Owner Trustee hereunder, including, without limitation,
Sections 4.3 and 5.6 hereof.

TO HAVE AND TO HOLD the Indenture Estate and all parts, rights, members
and appurtenances thereof, to the use, benefit and on behalf of Indenture
Trustee and the successors and assigns of Indenture Trustee forever, and in fee
simple as to all parts thereof constituting real property.

This Indenture is intended to constitute a security agreement as required
under the Uniform Commercial Code of the State of Georgia and is further
intended to operate and be construed as a deed passing title to the Indenture
Estate to Indenture Trustee under those provisions of the Laws of the State of
Georgia relating to deeds to secure debt, and not as a mortgage (including,
without limitation, Chapter 44-14 of the Official Code of Georgia

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<PAGE>

Annotated (1982)). This Indenture is given to secure the payment of the
following described indebtedness (hereinafter collectively referred to as the
"Secured Indebtedness"):

(a) The indebtedness evidenced by the Series 1997 Refunding
Lessor Note which is in the aggregate principal amount of FORTY-TWO
MILLION SEVEN HUNDRED FIFTY-SEVEN THOUSAND AND NO/100 DOLLARS
($42,757,000) together with interest thereon at the rate therein provided
and together with any and all renewals, modifications, consolidations and
extensions of the indebtedness evidenced by the Series 1997 Refunding
Lessor Note, principal of the Series 1997 Refunding Lessor Note being due
and payable in a series of installments as provided in the Series 1997
Refunding Lessor Note with the final payment date being June 30, 2011;

(b) Any and all additional advances made by Indenture Trustee
to protect or preserve the Indenture Estate or the security interests,
titles and other interests created hereby on the Indenture Estate or for
taxes, assessments or insurance premiums as hereinafter provided or for
performance of any of Owner Trustee's obligations hereunder or for any
other purpose provided herein, including, without limitation, advances
made pursuant to Section 4.12 hereof (whether or not Owner Trustee remains
the owner of the Indenture Estate at the time of such advances);

(c) Any and all expenses incident to the collection of the
Secured Indebtedness and the foreclosure hereof by action in any court or
by exercise of the power of sale herein contained;

(d) Any and all other indebtedness now owing or which may
hereafter be owing by Owner Trustee to Indenture Trustee, whether
evidenced by Additional Notes pursuant to Section 2.12 hereof or
otherwise, however and whenever incurred or evidenced, whether direct or
indirect, absolute or contingent, due or to become due, together with any
and all renewal or renewals and extension or extensions of said other
indebtedness; and

(e) Any and all Additional Notes.

PROVIDED HOWEVER, that if the principal, interest and any other amounts to
become due in respect of all the Notes and all other amounts due the holders of
the Notes at the time and in the manner required hereby and by the Notes, the
Lease and the Participation Agreement (but not including Excepted Payments)
shall have been paid and Owner Participant, Owner Trustee and Lessee shall have
performed and complied with all the covenants, agreements, terms and provisions
to be performed or complied with by them hereunder or thereunder, then this
Indenture shall be surrendered and cancelled and upon such surrender and
cancellation the rights hereby and thereby granted and assigned shall terminate
and cease.

Indenture Trustee, for itself and its successors and assigns, hereby
agrees that it shall hold the Indenture Estate, in trust for the benefit and
security of (i) the holders from time to time of Notes from time to time
outstanding, without any priority of any one Note over any other except as
herein otherwise expressly provided and (ii) Indenture Trustee, and for the uses
and purposes and subject to the terms and provisions set forth in this Indenture
(it being understood that

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<PAGE>

Indenture Trustee shall have no obligation or liability under any Assigned
Document by reason of or arising out of the assignment thereof pursuant to this
Indenture, nor be required or obligated in any manner, except as herein
expressly provided, to perform or fulfill any obligation of Owner Trustee under
or pursuant to any such Assigned Document or, except as herein expressly
provided, to make any payment, or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or file any claim, or
to take any action to collect or enforce the payment of any amounts which may
have been assigned to it or to which it may be entitled at any time or times).

Accordingly, Owner Trustee, for itself and its successors and assigns,
agrees that all Notes are to be issued and delivered and that all property
subject or to become subject hereto, is to be held subject to the further
covenants, conditions, uses and trusts hereinafter set forth, and Owner Trustee,
for itself and its successors and assigns, hereby covenants and agrees with
Indenture Trustee, for the benefit and security of the holders from time to time
of the Notes from time to time outstanding and to protect the security of this
Indenture, and Indenture Trustee agrees to accept the trusts and duties
hereinafter set forth, as follows:

ARTICLE 1
DEFINITIONS

Unless the context shall otherwise require, the capitalized terms used
herein shall have the respective meanings assigned thereto in Appendix A,
Appendix B, or Appendix C hereto for all purposes hereof (such definitions to be
equally applicable to both the singular and plural forms of the terms used).
Definitions contained in Appendix C that are also contained in Appendix A or
Appendix B supersede those contained in Appendix A and Appendix B. References in
this Indenture to Articles, Sections, subsections, Schedules, Appendices and
Exhibits are to Articles, Sections, subsections, Schedules, Appendices and
Exhibits in this Indenture unless otherwise indicated. The term "this Indenture"
means this instrument together with all exhibits, the appendices and all
schedules hereto or thereto as originally executed and as it may from time to
time be supplemented, amended or restated by one or more indentures supplemental
hereto pursuant to the provisions hereof, all of which are incorporated herein
by reference. Except as otherwise indicated, all the agreements or instruments
herein defined shall mean such agreements or instruments as the same may from
time to time be supplemented or amended or the terms thereof waived or modified
to the extent permitted by, and in accordance with, the terms thereof and of
this Indenture and the Participation Agreement.

ARTICLE 2
THE NOTES

SECTION 2.1 Limitation on Notes. No Notes may be issued under the
provisions of, or become secured by, this Indenture except in accordance with
the provisions of this Article 2. The aggregate principal amount of the Notes
which may be authenticated and delivered and outstanding at any one time under
this Indenture shall be limited to the aggregate principal amount of the Series
1997 Refunding Lessor Note plus the aggregate principal amount of Additional
Notes issued pursuant to Section 2.12 hereof, but not to exceed a Pro Rata Share
of $1,000,000,000.

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<PAGE>

SECTION 2.2 Series 1997 Refunding Lessor Note. There are hereby created
and established a Note designated the "Series 1997 Refunding Lessor Note," which
will be in substantially the form set forth in Exhibit A to this Indenture.

SECTION 2.3 Execution and Authentication of Notes. Each Note issued
hereunder shall be executed and delivered on behalf of Owner Trustee by one of
its authorized signatories, be in fully registered form, be dated the date of
original issuance of such Note and be in denominations of not less than $1,000.
Any Note may be signed by a Person who, at the actual date of the execution of
such Note, is an authorized signatory of Owner Trustee although at the nominal
date of such Note such Person may not have been an authorized signatory of Owner
Trustee. No Note shall be secured by or be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears thereon
a certificate of authentication in the form contained in Exhibit B (or in the
appropriate form provided for in any supplement hereto executed pursuant to
Section 2.12 hereof), executed by Indenture Trustee by the manual signature of
one of its authorized officers, and such certificate upon any Note shall be
conclusive evidence that such Note has been duly authenticated and delivered
hereunder.

SECTION 2.4 Issuance and Terms of Series 1997 Refunding Lessor Note.

(a) Issuance of Series 1997 Refunding Lessor Note There shall be issued to
the Funding Corporation the Series 1997 Refunding Lessor Note, dated the 1997
Refinancing Date, and payable to such corporation or its nominee in connection
with the 1997 Refinancing of the Outstanding Note pursuant to and in accordance
with Article 7 of the Participation Agreement and Section 2.02 of the Second
Supplemental Participation Agreement. The Series 1997 Refunding Lessor Note
shall be in the principal amount equal to the principal amount of the loan made
pursuant to Section 2.01 of the Second Supplemental Participation Agreement by
the Funding Corporation, and shall bear interest, at the rate specified therein
(computed on the basis of a 360-day year of twelve 30-day months, except as to
Additional Lessor Note Interest, which shall be computed as set forth in the
Series 1997 Refunding Lessor Note).

(b) Principal and Interest The principal amount of the Series 1997
Refunding Lessor Note shall be due and payable in a series of installments
having a final payment date of June 30, 2011. The Series 1997 Refunding Lessor
Note shall bear interest on the principal from time to time outstanding from and
including the date of issuance thereof until paid in full at the rate set forth
in the Series 1997 Refunding Lessor Note. Interest on the Series 1997 Refunding
Lessor Note shall be due and payable in arrears semi-annually commencing on June
30, 1998, and on each June 30th and December 31st thereafter until paid in full.
The principal of the Series 1997 Refunding Lessor Note shall be due and payable
in installments on the respective dates and in the respective amounts set forth
in Schedule 1 attached to the Series 1997 Refunding Lessor Note on the date of
issuance and authentication thereof. Schedule 1 to the Series 1997 Refunding
Lessor Note to the contrary notwithstanding, the last installment of principal
of the Series 1997 Refunding Lessor Note shall be equal to the then unpaid
balance of the principal of the Series 1997 Refunding Lessor Note. If any day on
which principal, premium, if any, or interest on the Series 1997 Refunding
Lessor Note is payable is not a Business Day, payment thereof shall be made on
the succeeding Business Day with the same effect as if made on the date on which
such payment was due.

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<PAGE>

(c) Overdue Payments. Interest (computed on the basis of a 360-day year of
twelve 30-day months) on any overdue principal and, to the extent permitted by
Applicable Law, on overdue interest shall be paid on demand at the Stipulated
Interest Rate.

SECTION 2.5 Payments from Indenture Estate Only; No Personal Liability of
Owner Trustee, Owner Participant or Indenture Trustee; Credits. Except as
otherwise specifically provided in this Indenture and in the Participation
Agreement, all payments to be made by Indenture Trustee in respect of the Notes
or under this Indenture shall be made only from the Indenture Estate, and
Indenture Trustee shall have no obligation for the payment thereof except to the
extent that there shall be sufficient income or proceeds from the Indenture
Estate to make such payments in accordance with the terms of Article 3 hereof;
and, neither Owner Trustee nor Owner Participant shall have any obligation for
payments in respect of the Notes or under this Indenture except from the
Indenture Estate. Indenture Trustee and each Noteholder, by its acceptance
thereof, agrees that it will look solely to the income and proceeds from the
Indenture Estate to the extent available for distribution to Indenture Trustee
or such Noteholder, as the case may be, as herein provided and that, except as
expressly provided in this Indenture or the Participation Agreement, neither
Owner Participant, Owner Trustee, Bank, Georgia Bank nor Indenture Trustee shall
be personally liable to such Noteholder or Indenture Trustee for any amounts
payable hereunder, under such Note or for any performance to be rendered under
any Assigned Document or for any liability under any Assigned Document. Without
prejudice to the foregoing, Owner Trustee will duly and punctually pay or cause
to be paid the principal of, premium, if any, and interest on all Notes
according to their terms and the terms of this Indenture. Nothing contained in
this Section 2.5 limiting the liability of Owner Trustee shall derogate from the
right of Indenture Trustee and the Noteholders to proceed against the Indenture
Estate to secure all payments and obligations due hereunder and under the
Assigned Documents and the Notes.

In furtherance of the foregoing, to the fullest extent permitted by law,
each Noteholder (and each assignee of such Person), by its acceptance thereof,
agrees, as a condition to its being secured under this Indenture, that neither
it nor Indenture Trustee will exercise any statutory right to negate the
agreements set forth in this Section 2.5.

Nothing herein contained shall be interpreted as affecting the
representations, warranties or agreements of Owner Trustee expressly made in its
individual capacity set forth in the Participation Agreement or the Trust
Agreement.

SECTION 2.6 Method of Payment. The principal of and premium, if any, and
interest on each Note shall be paid by Indenture Trustee on the dates provided
in the Notes by mailing a check for such amount, payable in New York Clearing
House funds, to each Noteholder at the last address of each such Noteholder
appearing on the Note Register, or by whichever of the following methods shall
be specified by notice from a Noteholder to Indenture Trustee: (a) by crediting
the amount to be distributed to such Noteholder to an account maintained by such
Noteholder with Indenture Trustee, (b) by making such payment to such Noteholder
in immediately available funds at the Indenture Trustee Office, or (c) in the
case of the Series 1997 Refunding Lessor Note and in the case of other Notes if
such Noteholder is a bank or other institutional investor, the Funding
Corporation and the Collateral Trust Trustee, by transferring such amount in
immediately available funds for the account of such Noteholder to

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<PAGE>

the banking institution having bank wire transfer facilities as shall be
specified by such Noteholder, such transfer to be subject to telephonic
confirmation of payment. Any payment made under any of the foregoing methods
shall be made without any presentment or surrender of such Note, unless
otherwise specified by the terms of the Note, except that, in the case of the
final payment in respect of any Note, such Note shall be surrendered to
Indenture Trustee. All payments in respect of the Notes shall be made (i) as
soon as practicable prior to the close of business on the date the amounts to be
distributed by Indenture Trustee are actually received by Indenture Trustee if
such amounts are received by 2:00 p.m. New York City time, on a Business Day, or
(ii) on the next succeeding Business Day if received after such time or on any
day other than a Business Day (provided, however, in the event Indenture Trustee
shall be directed to make payments to a Noteholder by wire transfer as
hereinabove provided, or as provided in any Note, any amount received by
Indenture Trustee after 10:00 a.m. New York City time, may be distributed on the
next succeeding Business Day). One or more of the foregoing methods of payment
may be specified in a Note. Prior to due presentment for registration of
transfer of any Note, Owner Trustee and Indenture Trustee may deem and treat the
Person in whose name any Note is registered on the Note Register as the absolute
owner and holder of such Note for the purpose of receiving payment of all
amounts payable with respect to such Note and for all other purposes, and
neither Owner Trustee nor Indenture Trustee shall be affected by any notice to
the contrary. All payments made on any Note in accordance with the provisions of
this Section 2.6 shall be valid and effective to satisfy and discharge the
liability on such Note to the extent of the sums so paid and neither Indenture
Trustee nor Owner Trustee shall have any liability in respect of such payment.

SECTION 2.7 Application of Payments. Each payment on any outstanding Note
shall be applied, first, to the payment of accrued interest (including
Additional Lessor Note Interest, interest on overdue principal and, to the
extent permitted by Applicable Law, overdue interest) on such Note to the date
of such payment, second, to the payment of the principal amount of, and premium,
if any, on such Note then due (including any overdue installments of principal)
thereunder and third, to the extent permitted by Section 2.10 of this Indenture,
the balance, if any, remaining thereafter, to the payment of the principal
amount of, and premium, if any, on such Note. The order of application of
payments prescribed by this Section 2.7 shall not be deemed to supersede any
provision of Article 3 hereof regarding application of funds.

SECTION 2.8 Registration, Transfer and Exchange of Notes. Indenture
Trustee shall maintain at the Indenture Trustee Office a register in which it
will provide for the registration, registration of transfer and exchange of
Notes (such register being referred to herein as the "Note Register"). If any
Note is surrendered at said office for registration of transfer or exchange
(accompanied by a written instrument of transfer duly executed by or on behalf
of the holder thereof, together with the amount of any applicable transfer
taxes), Owner Trustee will execute and Indenture Trustee will authenticate and
deliver, in the name of the designated transferee or transferees, if any, one or
more new Notes (subject to the limitations specified in Section 2.3 hereof) in
any denomination or denominations not prohibited by this Indenture, as requested
by the Person surrendering the Note, dated the same date as the Note so
surrendered and of like tenor and aggregate unpaid principal amount. Any Note or
Notes issued in a registration of transfer or exchange shall be entitled to the
same security and benefits to which the Note or Notes so transferred or
exchanged were entitled, including, without limitation, rights as to interest
accrued but unpaid and to accrue so that there will not be any loss or gain of
interest

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<PAGE>

on the Note or Notes surrendered. Every Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to Indenture Trustee
duly executed by the holder thereof or his attorney duly authorized in writing,
and Indenture Trustee may require evidence satisfactory to it as to compliance
of any such transfer with the Securities Act. Indenture Trustee shall make a
notation on each new Note of the amount of all payments of principal previously
made on the old Note or Notes with respect to which such new Note is issued and
the date on which such new Note is issued and the date to which interest on such
old Note or Notes shall have been paid. Indenture Trustee shall not be required
to register the transfer or exchange of any Note during the 15 days preceding
the due date of any payment on such Note.

Any Noteholder pledging a Note may give notice to Indenture Trustee to the
effect that the pledgee of such Note should be reflected on the Note Register as
the Noteholder with respect to such Note. Upon receipt of notice to such effect
Indenture Trustee shall enter the name of the pledgee on the Note Register as
the Noteholder with respect to such Note, and thereafter until directed
otherwise by notice from such pledgee, Indenture Trustee shall treat such
pledgee as the Noteholder with respect to such Note for all purposes of this
Indenture.

SECTION 2.9 Mutilated, Destroyed, Lost or Stolen Notes. Upon receipt by
Owner Trustee and Indenture Trustee of evidence satisfactory to them of the
loss, theft, destruction or mutilation of any Note and, in case of loss, theft
or destruction, of indemnity satisfactory to them, and upon reimbursement to
Owner Trustee and Indenture Trustee of all reasonable expenses incidental
thereto and payment or reimbursement for any transfer taxes, and upon surrender
and cancellation of such Note, if mutilated, Owner Trustee will execute and
Indenture Trustee will authenticate and deliver in lieu of such Note, a new
Note, dated the same date as such Note and of like tenor and principal amount.

SECTION 2.10 Redemptions; Assumption.

(a) Except as provided in paragraphs (c) and (d) of this Section 2.10 or
as provided in any indenture supplemented hereto, the Notes shall be redeemed at
a price equal to the principal amount of the Notes redeemed, and accrued
interest on such principal amount so redeemed to the Redemption Date, (i) in
whole, but not in part, upon the receipt of moneys by Indenture Trustee as a
result of the occurrence of an Event of Loss (except an Event of Loss referred
to in clause (e) of the definition thereof under the circumstances contemplated
in paragraph (b) of this Section 2.10), (ii) in whole, but not in part, upon the
receipt of moneys by Indenture Trustee as a result of the exercise by Lessee of
any of its options to purchase the Undivided Interest under Article 5 of the
Lease, (iii) in whole, but not in part, upon the receipt of moneys by Indenture
Trustee as a result of the exercise by Lessee of its right to terminate the
Lease pursuant to Article 6 of the Lease, (iv) in whole or in part, upon the
receipt of moneys by Indenture Trustee as a result of an Indenture Event of
Default and acceleration of the Notes, and (v) in whole, but not in part,
pursuant to Section 4.3(e) hereof. Any such redemption shall be made in
accordance with the applicable provisions of Article 3 hereof.

(b) Unless an Indenture Default or an Indenture Event of Default shall
have occurred and be continuing, the obligations and liabilities of Owner
Trustee hereunder and under the Notes may be assumed in whole by Lessee in the
event of the occurrence of an Event of Loss referred

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<PAGE>

to in clause (e) of the definition thereof pursuant to an assumption agreement
(which assumption agreement may be combined with the indenture supplemental to
this Indenture hereinafter in this subsection (b) referred to, and may also
provide for the assumption by Lessee of the obligations and liabilities of Owner
Trustee and Owner Participant under other Operative Documents) which shall make
such obligations and liabilities fully recourse to Lessee and shall otherwise be
in form and substance acceptable to Indenture Trustee and approved by a Majority
in Interest of Noteholders. If required by a Majority in Interest of
Noteholders, Lessee will execute and deliver, and Indenture Trustee will
authenticate, to each Noteholder in exchange for such old Note a new Note, in a
principal amount equal to the outstanding principal amount of such old Note and
otherwise in substantially similar form and tenor to such old Note but
indicating that Lessee is the issuer thereof. When such assumption agreement
becomes effective, Owner Trustee shall be released and discharged without
further act from all obligations and liabilities assumed by Lessee. All
documentation in connection with any such assumption (including, without
limitation, an indenture supplemental to this Indenture which shall, among other
things, contain provisions appropriately amending references to the Lease in
this Indenture and contain covenants by Lessee similar to those contained in the
Lease, changed as appropriate, and- amendments or supplements to the other
Operative Documents, officers' certificates, opinions of counsel and
Governmental Actions) shall be acceptable in form and substance to Indenture
Trustee and shall be approved by a Majority in Interest of Noteholders. Together
with the executed counterpart of the assumption agreement, Indenture Trustee (as
a condition to the effectiveness of the assumption by Lessee and the release of
Owner Trustee and the Indenture Estate thereby effected) shall receive an
opinion of counsel, addressed to Indenture Trustee and the Noteholders, to the
effect that such assumption agreement has been duly authorized, executed and
delivered on behalf of Lessee, that no Governmental Action is necessary or
required in connection therewith (or if any such Governmental Action is
necessary or required, that the same has been duly obtained and is in full force
and effect), that such assumption agreement is a legal, valid and binding
agreement and obligation of Lessee, enforceable in accordance with its terms
(except as limited by bankruptcy, insolvency or similar laws of general
application affecting the enforcement of creditors' rights generally) and that,
based on the facts existing as of the date of such assumption agreement, such
assumption agreement and the assumption of the Notes thereunder would not be
subject to avoidance as a preferential transfer or as a transfer or obligation
in fraud of creditors of Lessee under applicable state laws or under applicable
United States bankruptcy statutes (including, without limitation, 11 U.S.C.
ss.ss. 544, 547 or 548).

(c) Owner Trustee may, at its option, redeem any Additional Note in whole,
or in part, on any date, to the extent permitted by, and at the prices set forth
in, the supplemental indenture establishing the terms, conditions and
designations of such Additional Notes, together with the accrued interest on
such principal amount so redeemed to the Redemption Date.

(d) The Series 1997 Refunding Lessor Note shall be redeemed, in whole or
in part, as provided below at the redemption price set forth below, together
with interest accrued on such principal amount so redeemed to the Redemption
Date, as follows:

(i) The Series 1997 Refunding Lessor Note shall be redeemed, in whole,
but not in part, at the Premium Redemption Price (as defined
therein) upon the receipt of moneys by Indenture Trustee as a result
of the exercise by Lessee of its option to

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purchase the Undivided Interest under subparagraph (b) of Section
5.1 of the Lease;

(ii) The Series 1997 Refunding Lessor Note shall be redeemed, in whole,
but not in part, at the Premium Redemption Price upon the receipt of
moneys by Indenture Trustee as a result of the occurrence of an
Event of Loss referred to in clause (d) of the definition thereof;

(iii) The Series 1997 Refunding Lessor Note shall be redeemed, in whole,
but not in part, on the Obsolescence Redemption Date, as a result of
the exercise by Lessee of its right to terminate the Lease pursuant
to Article 6 of the Lease at a price determined as follows:

(A) at a price equal to one hundred percent (100%) of the unpaid
principal amount thereof, if Lessee is exercising a similar
right to terminate each and every one of the Other Leases
pursuant to Article 6 of the Lease and each of the Other
Leases, as evidenced by the delivery to Indenture Trustee of
an Officers' Certificate of Lessee; or

(B) at the Premium Redemption Price, if Lessee is not exercising
such right under each of the Other Leases or does not provide
such an Officers' Certificate; or

(iv) The Series 1997 Refunding Lessor Note shall be redeemed, in whole
but not in part, at a price equal to one hundred percent (100%) of
the unpaid principal amount thereof, together with accrued interest,
upon the receipt of moneys by, or a surrender of the Series 1997
Refunding Lessor Note to, the Indenture Trustee in connection with a
defeasance of the Facility Bonds pursuant to Article Twelve of the
Collateral Trust Indenture.

(e) Notice of redemption having been given as provided in paragraph (f) of
this Section 2.10, the Notes or portions thereof so to be redeemed shall, on the
Redemption Date, become due and payable at the applicable redemption price
specified in this Section 2.10, or with respect to a redemption pursuant to
paragraph (c) of this Section 2.10, in the supplemental indenture establishing
the terms, conditions and designations of Additional Notes pursuant to the
applicable provisions of this Indenture, and from and after such date (unless
Owner Trustee shall default in the payment of the redemption price) such Notes
or portions thereof shall cease to bear interest. Upon surrender of such Notes
for redemption in accordance with such notice, such Notes or portions thereof
shall be paid by Owner Trustee at the applicable redemption price.

(f) Notice of any assumption or redemption of Notes pursuant to paragraph
(a)(i), (a)(ii), (a)(iii), (b), (c) or (d) of this Section 2.10 shall be given
by Indenture Trustee as promptly as practicable after Indenture Trustee is
notified thereof to the registered holders of the Notes to be assumed or
redeemed.

SECTION 2.11 Payment of Expenses on Transfer. Upon the issuance of a new
Note or Notes pursuant to Section 2.8 or 2.9 hereof, Owner Trustee or Indenture
Trustee may require from the party requesting such new Note or Notes payment of
a sum to reimburse Owner

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Trustee and Indenture Trustee for, or to provide funds for, the payment of any
tax or other governmental charge in connection therewith or any charges and
expenses connected with such tax or governmental charge paid or payable by Owner
Trustee or Indenture Trustee.

SECTION 2.12 Additional Notes. Additional Notes (each an "Additional
Note") of Owner Trustee may be issued under and secured by this Indenture, at
any time or from time to time, in addition to the Series 1997 Refunding Lessor
Note and subject to the conditions hereinafter provided in this Section 2.12,
for cash, in the amount of the original principal amount of such Additional
Notes, for the purpose of (i) redeeming any previously issued Notes pursuant to
a Refinancing and providing funds for the payment of all reasonable costs and
expenses connected therewith; (ii) providing funds in connection with a
releveraging pursuant to Section 8.1(c) of the Participation Agreement; or (iii)
pursuant to Section 10.2 of the Lease, providing funds for the payment of all or
any portion of the Supplemental Financing Amount relating to Capital
Improvements made or installed from time to time pursuant to the Lease; subject,
however, to the following conditions:

(a) in the case of any Additional Notes issued for the purposes set forth
in clause (ii), no such Additional Notes shall be issued if, after taking into
account the aggregate principal amount of the Additional Notes proposed for
issuance under this Section 2.12, the aggregate original principal amount of all
Notes outstanding shall be greater than eighty percent (80%) of the Facility
Cost;

(b) in the case of any Additional Notes issued for the purposes set forth
in clause (iii), no such Additional Notes shall be issued if, after taking into
account the aggregate principal amount of the Additional Notes proposed for
issuance under this Section 2.12, the aggregate original principal amount of all
Additional Notes issued pursuant to clause (iii) from and after the Closing Date
shall be greater than eighty percent (80%) of Lessor's Share of the cumulative
Cost of all Capital Improvements which shall have been incorporated or installed
from and after the Closing Date to and including the date on which the Capital
Improvement with respect to which the Additional Notes shall provide the
Supplemental Financing Amount shall have been incorporated or installed;

(c) in the case of Additional Notes issued for the purpose set forth in
clause (iii), no such Additional Notes shall be issued unless a Lease supplement
with respect to such Capital Improvement and such Supplemental Financing shall
have been, or shall be concurrently, executed and delivered by Lessee and Owner
Trustee; and

(d) in the case of Additional Notes issued for the purposes set forth in
either clause (ii) or (iii), no such Additional Notes shall be issued unless at
least 10 days shall have passed from the time Indenture Trustee shall have given
notice to Noteholders of the proposed issuance of Additional Notes without
Indenture Trustee having received notice from a Majority in Interest of
Noteholders stating that the requirements of clause (a) or (b) above, whichever
is applicable, have not been met and directing Indenture Trustee not to issue
such Additional Notes.

Before any Additional Note shall be issued under the provisions of this
Section 2.12, Owner Trustee shall have delivered to Indenture Trustee, not less
than fifteen (15) days nor more than thirty (30) days prior to the proposed date
of issuance of such Additional Note as set forth in

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<PAGE>

the below mentioned request and authorization, a request and authorization to
issue such Additional Note, which request and authorization shall include the
amount of such Additional Note, the date of issuance thereof and a certification
that terms thereof are not inconsistent with this Section 2.12. Additional Notes
shall have a designation so as to distinguish such Additional Notes from the
Notes theretofore issued, but otherwise shall rank pari passu with all Notes
then outstanding, be entitled to the same benefits and security of this
Indenture as the other Notes issued pursuant to the terms hereof, be dated the
date of original issuance of such Additional Note, bear interest at such rates
as shall be agreed between Lessee and Owner Trustee and indicated in the
aforementioned request and authorization, and shall be stated to be payable by
their terms not later than the last day of the Basic Term. In addition, (1) in
the case of any Additional Notes issued for the purposes set forth in clause
(ii) of this Section 2.12, the Indenture Trustee shall have received a
certificate of Coopers & Lybrand LLP (or such other firm of accountants which is
independent of the Lessee as shall be approved by Indenture Trustee) verifying
the condition set forth in paragraph (a) of this Section 2.12, and (2) in the
case of any Additional Notes issued for the purposes set forth in clause (iii)
of this Section 2.12, Indenture Trustee shall have received (A) a certificate of
Coopers & Lybrand LLP (or such other firm of accountants which is independent of
the Lessee as shall be approved by Indenture Trustee) verifying the condition
set forth in paragraph (b) of this Section 2.12 and (B) a certificate of an
engineer, appraiser or other expert (who may be an officer or employee of the
Lessee except as would be required by Section 314(d)(3) of the Trust Indenture
Act of 1939, as amended) to the effect that the fair value of all Capital
Improvements as of their respective dates of incorporation or installation was
not less than the Cost of such Capital Improvements as of such dates.

The terms, conditions and designations of such Additional Notes (which
shall be consistent with this Indenture) shall be set forth in an indenture
supplemental to this Indenture executed by Owner Trustee and Indenture Trustee.
Such Additional Notes shall be executed as provided in Section 2.3 hereof and
deposited with Indenture Trustee for authentication, but before such Additional
Notes shall be authenticated and delivered by Indenture Trustee there shall be
filed with Indenture Trustee, in addition to other documents and certificates
required by this Section 2.12, the following, all of which shall be dated as of
the date of the supplemental indenture:

(a) a copy of such supplemental indenture (which shall include the form of
such series of Additional Notes and the certificate of authentication in respect
thereof);

(b) an Officers' Certificate of Lessee (i) stating that to the best of
their knowledge, no Lease Default or Lease Event of Default has occurred and is
continuing, (ii) stating that the conditions in respect of the issuance of such
Additional Notes contained in this Section 2.12 have been satisfied, (iii)
specifying the amount of the costs and expenses relating to the issuance and
sale of such Additional Notes, and (iv) stating that payments pursuant to the
Lease and all supplements thereto of Basic Rent, Stipulated Loss Value and
Termination Value, together with all other amounts payable pursuant to the terms
of the Lease, are calculated to be sufficient to pay when due all of the
principal of and, premium, if any, and interest on the outstanding Notes, after
taking into account the issuance of such Additional Notes and any related
redemption of Notes theretofore outstanding;

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<PAGE>

(c) an Officers' Certificate from Owner Trustee stating that, to the best
of their knowledge no Indenture Default under clauses (b) through (e) of Section
4.1 hereof or Indenture Event of Default has occurred and is continuing;

(d) such additional documents, certificates and opinions as shall be
reasonably required by Owner Trustee or Indenture Trustee, and as shall be
reasonably acceptable to Owner Trustee and Indenture Trustee;

(e) an original of the Lease supplement;

(f) a request and authorization to Indenture Trustee by Owner Trustee to
authenticate and deliver such Additional Notes to or upon the order of the
Person or Persons noted in such request at the address set forth therein, and in
such principal amounts as are stated therein, upon payment to Indenture Trustee,
but for the account of Owner Trustee, of the sum or sums specified in such
request and authorization;

(g) the consent of Lessee to such request and authorization; and

(h) an opinion of counsel who shall be reasonably satisfactory to
Indenture Trustee, stating that all conditions precedent to the issuance of such
Additional Notes under this Indenture have been complied with.

When the documents referred to in the foregoing clauses (a) through (h)
above, together with other documents and certificates required by this Section
2.12, shall have been filed with Indenture Trustee and when the Additional Notes
described in the above mentioned request and authorization shall have been
executed and authenticated as required by this Indenture and the related
supplemental indenture, Indenture Trustee shall deliver such Additional Notes in
the manner described in clause (f) above, but only upon payment to Indenture
Trustee of the sum or sums specified in such request and authorization.

SECTION 2.13 Restrictions of Transfer Resulting from Federal Securities
Laws; Legend. Each Note shall be delivered to the initial Noteholder thereof
without registration of such Note under the Securities Act and without
qualification of this Indenture under the Trust Indenture Act of 1939, as
amended. Prior to any transfer of any such Note, in whole or in part, to any
Person, the Noteholder thereof shall furnish to Lessee, Indenture Trustee and
Owner Trustee an opinion of counsel, which opinion and which counsel shall be
reasonably satisfactory to Indenture Trustee, Owner Trustee and Lessee, to the
effect that such transfer will not violate the registration provisions of the
Securities Act or require qualification of this Indenture under the Trust
Indenture Act of 1939, as amended, and all Notes issued hereunder shall be
endorsed with a legend which shall read substantially as follows:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT.

SECTION 2.14 Security for and Parity of Notes. All Notes issued and
outstanding hereunder shall rank on a parity with each other and shall as to
each other be secured equally and

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<PAGE>

ratably by this Indenture, without preference, priority or distinction of any
thereof over any other by reason of difference in time of issuance or otherwise.

SECTION 2.15 Acceptance of Indenture Trustee as Successor Indenture
Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to have
consented to the appointment of the Indenture Trustee, as successor indenture
trustee to the Original Indenture Trustee, and to have waived any right to
object to such appointment.

ARTICLE 3
RECEIPT, DISTRIBUTION AND APPLICATION
OF INCOME FROM INDENTURE ESTATE

SECTION 3.1 Rent Distribution.

(a) Basic Rent Distribution. Except as otherwise provided in Section 3.2
or 3.3 of this Indenture, each installment of Basic Rent, and any payment of
interest on overdue installments of Basic Rent, received by Indenture Trustee
shall be distributed by Indenture Trustee in the following order of priority:

First, so much of such amounts as shall be required to pay in full
the aggregate principal and accrued interest (as well as any interest on
overdue principal and, to the extent permitted by Applicable Law, on
overdue interest) then due and payable under the Notes shall be
distributed to the Noteholders ratably, without priority of any Noteholder
over any other Noteholder, in the proportion that the amount of such
payment then due and payable under each such Note bears to the aggregate
amount of the payments then due and payable under all such Notes; and

Second, the balance, if any, of such amounts remaining shall be
distributed to Owner Trustee for distribution by it in accordance with the
terms of the Trust Agreement.

(b) Application of Other Amounts Held by Indenture Trustee upon Rent
Default If, as a result of any failure by Lessee to pay Basic Rent in full on
any date when an installment of Basic Rent is due, there shall not have been
distributed on any date (or within any applicable period of grace) pursuant to
Section 3.1(a) hereof the full amount then distributable pursuant to clause
"First" of Section 3.1(a) of this Indenture, Indenture Trustee shall distribute
other payments of the character referred to in Sections 3.5 and 3.6 hereof then
held by it or thereafter received by it, to all Noteholders to the extent
necessary to enable it to make all the distributions then due pursuant to such
clause "First." To the extent Lessee subsequently pays the deficiency in Basic
Rent, the amount so paid shall, unless an Indenture Default or Indenture Event
of Default shall have occurred and be continuing, be applied to restore the
amounts held by Indenture Trustee under Section 3.5 or 3.6 hereof, as the case
may be. The portion of each such payment made to Indenture Trustee which is to
be distributed by Indenture Trustee in payment of Notes shall be applied in
accordance with Section 2.7 hereof. Any payment received by Indenture Trustee
pursuant to Section 4.3 hereof as a result of payment by Owner Trustee of
principal, or interest or both (as well as any interest on overdue principal
and, to the extent permitted by Applicable Law, interest) then due on all Notes
shall be distributed to the Noteholders, ratably, without priority of one over
the other, in the proportion that the amount of such payment or payments

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<PAGE>

then due and unpaid on all Notes held by each such Noteholder bears to the
aggregate amount of the payments then due and unpaid on all Notes outstanding;
and Owner Trustee shall (to the extent of such payment made by it) be subrogated
to the rights of the Noteholders under this Section 3.1 to receive the payment
of Basic Rent or Supplemental Rent with respect to which its payment under
Sections 4.3(a) and (b) hereof relates, and the payment of interest on account
of such Basic Rent or Supplemental Rent being overdue, to the extent provided in
and subject to the provisions of Section 4.3(a) and (b) hereof.

(c) Retention of Amounts by Indenture Trustee If at the time of receipt by
Indenture Trustee of an installment of Basic Rent (whether or not then overdue)
or of payment of interest on any overdue installment of Basic Rent, there shall
have occurred and be continuing an Indenture Event of Default, Indenture Trustee
shall retain such installment of Basic Rent or payment of interest (to the
extent not then required to be distributed pursuant to clause "First" of Section
3.1(a)) as part of the Indenture Estate and shall not distribute any such
payment of Basic Rent or interest pursuant to clause "Second" of Section 3.1(a)
until such time as there shall not be continuing any such Indenture Event of
Default or until such time as Indenture Trustee shall have received written
instructions from a Majority in Interest of Noteholders to make such a
distribution; provided that such amounts must be returned to Owner Trustee
within six (6) months from the receipt thereof by Indenture Trustee unless (i)
such Indenture Event of Default is declared and Indenture Trustee is diligently
pursuing any remedies available under Section 4.2 hereof or (ii) any other
Indenture Event of Default shall have occurred and be continuing.

SECTION 3.2 Payments Following Event of Loss, Purchase or Early
Termination.

(a) Any payment received by Indenture Trustee as a result of an Event of
Loss (other than an Event of Loss referred to in clause (e) of the definition
thereof in respect of which Lessee shall, pursuant to Section 2.10(b) hereof,
assume the obligations and liabilities of Owner Trustee hereunder, in which
event only clauses "First" and "Fifth" below shall be applicable), a sale of the
Undivided Interest pursuant to Article 5 of the Lease or an early termination of
the Lease pursuant to Article 6 thereof shall be distributed (i) on the date
payment with respect to Non-Obsolescence Events is received by Indenture
Trustee, subject to the provisions of Section 3.10 hereof, and (ii) on the
Obsolescence Redemption Date with respect to Obsolescence Events, in each case,
in the following order of priority:

First, so much of such payments and amounts as shall be required to
reimburse Indenture Trustee for any unpaid fees for its services under this
Indenture and any expense (including any legal fees and disbursements) or loss
incurred by it (to the extent incurred in connection with its duties as
Indenture Trustee and to the extent reimbursable and not previously reimbursed)
shall be distributed to Indenture Trustee for application to itself;

Second, so much of such payment remaining as shall be required to pay the
aggregate unpaid principal amount of all Notes then outstanding, plus the
premium, if any, and all accrued but unpaid interest on such Notes, (y) to the
date of such distribution, in the case of a Non-Obsolescence Event, or (z) to
the Obsolescence Redemption Date in the case of an Obsolescence Event, shall be
distributed to the holders of such Notes or shall be held by Indenture Trustee
in trust for such holders for distribution on the scheduled prepayment date, in
each case ratably

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<PAGE>

without priority of any Noteholder over any other, in the proportion that the
aggregate unpaid principal amount of all such Notes held by each such holder,
plus the premium, if any, and accrued but unpaid interest thereon to the
scheduled date of distribution to the Noteholders bears to the aggregate unpaid
principal amount of all such Notes held by all such holders, together with
premium, if any, plus accrued but unpaid interest thereon to the date of
scheduled distribution to the Noteholders;

Third, in the manner provided in clause "Third" of Section 3.3 hereof; and

Fourth, the balance, if any, of such payment remaining shall be
distributed to Owner Trustee.

(b) Cash and U.S. Government Obligations received and amounts realized by
Indenture Trustee as a result of the exercise by the Lessee of its right to
terminate the Lease as a result of an Obsolescence Event shall be set aside in
trust by Indenture Trustee for the benefit of Noteholders forthwith (that is, no
later than the first Business Day following receipt thereof) for later
distribution in the order of priority set forth in paragraph (a) of this Section
3.2. The Indenture Trustee is expressly authorized to hold any such U.S.
Government Obligations so received and to present them for payment or collection
at their respective maturities on or before the first Business Day before the
Obsolescence Redemption Date.

SECTION 3.3 Payments After Indenture Event of Default. All payments
received and all amounts held or realized by Indenture Trustee after an
Indenture Event of Default shall have occurred and be continuing (including any
amounts realized by Indenture Trustee from the exercise of any remedies pursuant
to Article 15 of the Lease or from the application of Section 4.2 hereof) and
after either (a) Indenture Trustee has declared the Lease to be in default
pursuant to Article 15 thereof or (b) the Notes shall have been declared or
shall automatically have become due and payable, together with all payments or
amounts then held or thereafter received by Indenture Trustee hereunder, shall,
so long as such declaration shall not have been rescinded, be distributed
forthwith by Indenture Trustee in the following order of priority:

Second, so much of such payments and amounts as shall be required to pay
in full the aggregate unpaid principal amount of all Notes then outstanding
together with premium, if any, plus all accrued but unpaid interest thereon to
the date of distribution (including interest on overdue principal and, to the
extent permitted by Applicable Law, overdue interest) shall be distributed to
the holders of all outstanding Notes ratably, without priority of any Noteholder
over any other, in the proportion that the sum of the aggregate unpaid principal
amount of the Notes held by each such holder, together with premium, if any,
plus accrued but unpaid interest thereon to the date of distribution, bears to
the sum of the aggregate unpaid principal amount of all outstanding Notes
together with premium, if any, held by all such holders to the date of
distribution, plus accrued but unpaid interest thereon;

<PAGE>

Third, so much of such payments and amounts as shall be required to pay
the then existing or prior Noteholders all amounts then payable and unpaid to
them as holders of the Notes as Indemnitees or otherwise under indemnification
or other provisions of the Participation Agreement which this Indenture by its
terms secures shall be distributed to such existing or prior holders of Notes,
ratably to each such holder, without priority of any such holder over any other,
in the proportion that the amount of such payments or amounts to which each such
holder is so entitled bears to the aggregate amount of such payments and amounts
to which all such holders are so entitled; and

Fourth, the balance, if any, of such payments and amounts remaining shall
be distributed to Owner Trustee for distribution by it in accordance with the
terms of the Trust Agreement.

SECTION 3.4 Investment of Certain Payments Held by Indenture Trustee. Upon
the written direction and at the risk and expense of Owner Trustee, Indenture
Trustee shall invest and reinvest any moneys held by Indenture Trustee pursuant
to Section 3.1(c), 3.2(b), 3.5 or 3.6 hereof in such Permitted Investments as
may be specified in such direction. The proceeds received upon the sale or at
maturity of any Permitted Investment and any interest received on such Permitted
Investment and any payment in respect of a deficiency contemplated by the
following sentence shall be held as part of the Indenture Estate and applied by
Indenture Trustee in the same manner as the moneys used to make such Permitted
Investment, and any Permitted Investment may be sold (without regard to maturity
date) by Indenture Trustee whenever necessary to make any payment or
distribution required by this Article 3. If the proceeds received upon the sale
or at maturity of any Permitted Investment (including interest received on such
Permitted Investment) shall be less than the cost thereof (including accrued
interest), Owner Trustee will pay or cause to be paid to Indenture Trustee an
amount equal to such deficiency.

SECTION 3.5 Application of Certain Other Payments. Except as otherwise
provided in Section 3.1(b) or 3.1(c) hereof, any payment received by Indenture
Trustee for which provision as to the application thereof is made in an
Operative Document, but not elsewhere in this Indenture, shall, unless an
Indenture Event of Default shall have occurred and be continuing, be applied
forthwith to the purpose for which such payment was made in accordance with the
terms of such Operative Document. If at the time of the receipt by Indenture
Trustee of any payment referred to in the preceding sentence there shall have
occurred and be continuing an Indenture Event of Default, Indenture Trustee
shall hold such payment as part of the Indenture Estate, but Indenture Trustee
shall, except as otherwise provided in Section 3.1(b) or 3.1(c) hereof, cease so
to hold such payment and shall apply such payment to the purpose for which it
was made in accordance with the terms of such Operative Document if and whenever
there is no longer continuing any Indenture Event of Default; provided, however,
that any such payment received by Indenture Trustee which is payable to Lessee
shall not be so held by Indenture Trustee unless a Lease Event of Default shall
have occurred and be continuing.

SECTION 3.6 Other Payments. Except as otherwise provided in Section 3.5
hereof:

(a) any payment received by Indenture Trustee for which no provision as to
the application thereof is made in the Participation Agreement, the Lease or
elsewhere in this Article 3; and

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<PAGE>

(b) all payments received and amounts realized by Indenture Trustee with
respect to the Indenture Estate (including, without limitation, all amounts
realized after the termination of the Lease), to the extent received or realized
at any time after payment in full of the principal of and, premium, if any, and
interest on all Notes then outstanding and all other amounts due Indenture
Trustee or the Noteholders, as well as any other amounts remaining as part of
the Indenture Estate after such payment in full of the principal of, premium, if
any, and interest on all Notes outstanding; shall be distributed forthwith by
Indenture Trustee in the order of priority set forth in Section 3.3 hereof,
omitting clause "Second" thereof.

SECTION 3.7 Excepted Payments. Notwithstanding any other provision of this
Indenture including this Article 3 or any provision of any of the Operative
Documents to the contrary, any Excepted Payments received or held by Indenture
Trustee at any time shall be as soon as may be practicable paid or distributed
by Indenture Trustee to the Person or Persons entitled thereto.

SECTION 3.8 Distributions to Owner Trustee. Unless otherwise directed in
writing by the Owner Trustee, all amounts (other than amounts payable to Owner
Trustee in its individual capacity) from time to time distributable by Indenture
Trustee to Owner Trustee in accordance with the provisions hereof shall be paid
by Indenture Trustee to Owner Participant in immediately available funds in the
manner specified in Schedule 1 to the Participation Agreement. Any such
distribution to Owner Trustee shall be final thirty (30) days after the same is
made, absent manifest error, and neither Indenture Trustee nor any Noteholder
shall, absent manifest error, attempt to recover any such distribution for any
reason, but nothing contained in this sentence shall be construed to limit the
right of Indenture Trustee or any such Noteholder to make any claim it may have
against Owner Participant or Owner Trustee or Indenture Trustee or to pursue any
such claim in such court as Indenture Trustee or any such holder shall deem
appropriate. Any amounts payable to Owner Trustee in its individual capacity, if
payable to Original Trustee, shall be paid to Bank, or if payable to Georgia
Trustee, shall be paid to Georgia Bank, as appropriate.

SECTION 3.9 Payments Under Assigned Documents. Notwithstanding anything to
the contrary contained in this Indenture, until the discharge and satisfaction
of the Lien of this Indenture, all payments due or to become due under any
Assigned Document to Owner Trustee (except so much of such payments as
constitute Excepted Payments) shall be made directly to Indenture Trustee or in
accordance with Indenture Trustee's instructions and Owner Trustee shall give
all notices as shall be required under the Assigned Documents to direct payment
of all such amounts to Indenture Trustee hereunder. Owner Trustee agrees that if
it should receive any such payments directed to be made to Indenture Trustee or
any proceeds for or with respect to the Indenture Estate or as the result of the
sale or other disposition thereof or otherwise constituting a part of the
Indenture Estate to which Owner Trustee is not entitled hereunder, it will
promptly forward such payments to Indenture Trustee or in accordance with
Indenture Trustee's instructions. Indenture Trustee agrees to apply payments
from time to time received by it (from Lessee, Owner Trustee or otherwise) with
respect to the Lease, any other Assigned Document or the Undivided Interest in
the manner provided in Section 2.7 hereof, and this Article 3.

SECTION 3.10 Disbursement of Amounts Received by Indenture Trustee.
Subject to the last sentence hereof, amounts to be distributed by Indenture
Trustee pursuant to this

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<PAGE>

Article 3 shall be distributed on the date such amounts are actually received by
Indenture Trustee, except that, with respect to payments received pursuant to an
Obsolescence Event, such portion as shall be required to pay principal of and,
premium, if any, and interest in full on the Obsolescence Redemption Date shall
be distributed on the Obsolescence Redemption Date. Notwithstanding anything to
the contrary contained in this Article 3, in the event Indenture Trustee shall
be required or directed to make a payment under this Article 3 on the same date
on which such payment is received, any amounts received by Indenture Trustee
after 2:00 p.m., New York City time, or on a day other than a Business Day, may
be distributed on the next succeeding Business Day, and if such payment is to be
by wire transfer, any amounts received by Indenture Trustee after 10:00 a.m.,
New York City time, may be distributed on the next succeeding Business Day.

ARTICLE 4
DEFAULTS; REMEDIES OF INDENTURE TRUSTEE

SECTION 4.1 Occurrence of Indenture Event of Default. Subject to Section
4.3 hereof, the term "Indenture Event of Default," wherever used herein, shall
mean any of the following events (whatever the reason for such Indenture Event
of Default and whether it shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a) any Lease Event of Default (other than the failure of the Lessee to
pay any amount which shall constitute an Excepted Payment); or

(b) Owner Trustee shall fail to make any payment in respect of the
principal of, or premium, if any, or interest on, the Notes within three (3)
Business Days after the same shall have become due; or

(c) Owner Trustee, Georgia Bank or Bank shall fail to perform or observe
any covenant or agreement to be performed or observed by it under this Indenture
or, in the case of Bank and Original Trustee, Section 5.2(i) or (j) of the
Participation Agreement, or, in the case of Georgia Bank and Georgia Trustee,
Section 6.5 of Trust Supplement No. 2; or Owner Participant shall fail to
perform or observe any covenant or agreement to be performed or observed by it
under Section 5.1(i) or (m) of the Participation Agreement and, in any such
case, such failure shall continue unremedied for a period of thirty (30) days
after notice thereof shall have been given by registered or certified mail to
Owner Trustee, Owner Participant and Lessee by Indenture Trustee, specifying
such failure and requiring it to be remedied and stating that such notice is a
"Notice of Indenture Default" hereunder; or

(d) the trust established under the Trust Agreement shall file any
petition for dissolution or liquidation of the trust or shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the trust shall have consented to the entry of an
order for relief in an involuntary case under any such law, or shall fail
generally to pay its debts as such debts become due (within the meaning of the
Bankruptcy Reform Act of 1978, as amended or any successor provision (the
"Bankruptcy Act"), or a receiver, custodian or trustee (or other similar
official) shall be appointed for the trust or shall take possession of any

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substantial part of its property, or the trust shall make a general assignment
for the benefit of its creditors, or shall enter into an agreement of
composition with its creditors, or there shall be filed against the trust an
involuntary petition in bankruptcy which results in an order for relief being
entered or, notwithstanding that an order for relief has not been entered, the
petition is not dismissed within sixty (60) days of the date of the filing of
the petition, or there shall be filed under any Federal or state law relating to
bankruptcy, insolvency or relief of debtors of any petition against the trust
for reorganization, composition, extension or arrangement with creditors which
either (i) results in a finding or adjudication of insolvency of the trust or
(ii) is not dismissed within sixty (60) days of the date of the filing of such
petition; or

(e) Owner Participant shall file any petition for dissolution or
liquidation of the Owner Participant or shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or Owner Participant shall have consented to the entry of an order for
relief in an involuntary case under any such law, or shall fail generally to pay
its debts as such debts become due (within the meaning of the Bankruptcy Act),
or a receiver, custodian or trustee (or other similar official) shall be
appointed for Owner Participant or shall take possession of any substantial part
of its property, or Owner Participant shall make a general assignment for the
benefit of its creditors, or shall enter into an agreement of composition with
its creditors, or there shall be filed against Owner Participant an involuntary
petition in bankruptcy which results in an order for relief being entered or,
notwithstanding that an order for relief has not been entered, the petition is
not dismissed within sixty (60) days of the date of the filing of the petition,
or there shall be filed under any Federal or state law relating to bankruptcy,
insolvency or relief of debtors of any petition against the Owner Participant
for reorganization, composition, extension or arrangement with creditors which
either (i) results in a finding or adjudication of insolvency of the Owner
Participant or (ii) is not dismissed within sixty (60) days of the date of the
filing of such petition and any such event adversely affects the Noteholders
unless within ninety (90) days after the filing of any such petition all of the
right, title and interest of the Owner Participant in and to the Participation
Agreement, any of the Operative Documents and the Trust Estate shall have been
transferred to a Transferee under and pursuant to Article 10 of the
Participation Agreement; or

(f) Owner Trustee shall fail to pay when due from the income and proceeds
of the Trust Estate (including amounts realized under Section 6.2 of the
Participation Agreement) any Tax imposed on Lessor (in its capacity as Lessor)
or the Trust Estate (unless such Tax is being contested in good faith) and such
failure shall continue unremedied for a period of twenty (20) Business Days
after notice thereof shall have been given by registered or certified mail to
Owner Trustee, specifying such failure and requiring it to be remedied and
stating that such notice is a "Notice of Indenture Default."

SECTION 4.2 Remedies of Indenture Trustee.

(a) In the event that an Indenture Event of Default shall have occurred
and be continuing, Indenture Trustee in its discretion may, or upon receipt of
written instructions from a Majority in Interest of Noteholders shall, by
written notice to Owner Trustee, declare the unpaid principal amount of all
Notes, with accrued interest and premium, if any, thereon, to be immediately due
and payable, upon which declaration such principal amount and such accrued

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interest and premium, if any, shall immediately become due and payable without
further act or notice of any kind.

(b) If an Indenture Event of Default shall have occurred and be
continuing, then and in every such case, Indenture Trustee, as assignee under
the Lease or hereunder or otherwise, may, and where required pursuant to the
provisions of Article 5 hereof shall, upon written notice to Owner Trustee,
exercise any of or all the rights and powers and pursue any of or all the
remedies pursuant to this Article 4 and, in the event such Indenture Event of
Default shall be a Lease Event of Default, any and all of the remedies provided
pursuant to this Article 4 and Article 15 of the Lease and may take possession
of all or any part of the Indenture Estate and may exclude therefrom Owner
Participant, Owner Trustee and, in the event such Indenture Event of Default
shall be a Lease Event of Default, Lessee and all persons claiming under them,
and may exercise all remedies available to a secured party under the Uniform
Commercial Code or any other provision of Applicable Law. Indenture Trustee may
proceed to enforce the rights of Indenture Trustee and of the Noteholders by
directing payment to it of all moneys payable under any agreement or undertaking
constituting a part of the Indenture Estate, by proceedings in any court of
competent jurisdiction to recover damages for the breach hereof or for the
appointment of a receiver or for sale of all or any part of the Undivided
Interest or for foreclosure of the Undivided Interest, together with Owner
Trustee's interest in the Assigned Documents, and by any other action, suit,
remedy or proceeding authorized or permitted by this Indenture, at law or in
equity, or whether for the specific performance of any agreement contained
herein, or for an injunction against the violation of any of the terms hereof,
or in aid of the exercise of any power granted hereby or by law, and in addition
may foreclose upon, sell, assign, transfer and deliver, from time to time to the
extent permitted by Applicable Law, all or any part of the Indenture Estate or
any interest therein, at any private sale or public auction with or without
demand, advertisement or notice (except as herein required or as may be required
by law) of the date, time and place of sale and any adjournment thereof, for
cash or credit or other property, for immediate or future delivery and for such
price or prices and on such terms as Indenture Trustee, in its unfettered
discretion, may determine, or as may be required by law, so long as Owner
Participant and Owner Trustee are afforded a commercially reasonable opportunity
to bid for all or such part of the Indenture Estate in connection therewith
unless Section 4.6 shall otherwise be applicable. It is agreed that thirty (30)
days' prior written notice to Owner Participant, Owner Trustee and Lessee of the
date, time and place of any proposed sale by Indenture Trustee of all or any
part of the Indenture Estate or interest therein is reasonable. Indenture
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of Indenture Trustee and of
the Noteholders asserted or upheld in any bankruptcy, receivership or other
judicial proceedings.

(c) All rights of action and rights to assert claims under this Indenture
or under any of the Notes may be enforced by Indenture Trustee without the
possession of the Notes at any trial or other proceedings instituted by
Indenture Trustee, and any such trial or other proceedings shall be brought in
its own name as trustee of an express trust, and any recovery or judgment shall
be for the ratable benefit of the Noteholders as herein provided. In any
proceedings brought by Indenture Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which Indenture Trustee
shall be a party) Indenture Trustee shall be held to represent all the
Noteholders, and it shall not be necessary to make any such Persons parties to
such proceedings.

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(d) Any provisions of the Lease or this Indenture to the contrary
notwithstanding, if Lessee shall fail to pay any Excepted Payment to any Person
entitled thereto as and when due, such Person shall have the right at all times,
to the exclusion of Indenture Trustee, to demand, collect, sue for, enforce
performance of obligations relating to, or otherwise obtain all amounts due in
respect of such Excepted Payment.

SECTION 4.3 Right to Cure Certain Lease Events of Default. (a) If Lessee
shall fail to make any payment of Basic Rent due on any Rent Payment Date when
the same shall have become due, and if such failure of the Lessee to make such
payment of Basic Rent shall not constitute the third consecutive such failure or
the sixth cumulative failure, then Owner Trustee may (but need not) pay to
Indenture Trustee, at any time prior to the expiration of ten (10) Business Days
after Owner Trustee and Owner Participant shall have received notice from
Indenture Trustee or have actual knowledge of the failure of Lessee to make such
payment of Basic Rent, an amount equal to the principal of, premium, if any, and
interest on the Notes, then due (otherwise than by declaration of acceleration)
on such Rent Payment Date, together with any interest due thereon on account of
the delayed payment thereof, and such payment by Owner Trustee shall be deemed
(for purposes of this Indenture) to have cured any Indenture Event of Default
which arose or would have arisen from such failure of Lessee.

(b) If Lessee shall fail to make any payment of Supplemental Rent when the
same shall become due or otherwise fail to perform any obligation under the
Lease or any other Operative Document, then Owner Trustee may (but need not)
make such payment (to the extent of the amount of principal of, and premium, if
any, and interest on, the Notes then due (otherwise than by declaration of
acceleration)) on the date such Supplemental Rent was payable, together with any
interest due thereon on account of the delayed payment thereof, or perform such
obligation at any time prior to the expiration of ten (10) Business Days after
Owner Trustee or Owner Participant shall have received notice of the occurrence
of such failure, and such payment or performance by Owner Trustee shall be
deemed to have cured any Indenture Event of Default which arose or would have
arisen from such failure of Lessee.

(c) Owner Trustee, upon exercising its rights under paragraph (a) or (b)
of this Section 4.3 to cure Lessee's failure to pay Rent or to perform any other
obligation under the Lease or any other Operative Document, shall not obtain any
Lien on any part of the Indenture Estate on account of such payment or
performance nor, except as expressly provided in the next sentence, pursue any
claims against Lessee or any other party, for the repayment thereof if such
claims would impair the prior right and security interest of Indenture Trustee
in and to the Indenture Estate. Upon such payment or performance by Owner
Trustee, Owner Trustee shall (to the extent of such payment made by it and the
costs and expenses incurred in connection with such payments and performance
thereof together with interest thereon and so long as no Indenture Default or
Indenture Event of Default hereunder shall have occurred and be continuing) be
subrogated to the rights of Indenture Trustee and the Noteholders to receive the
payment of Rent with respect to which Owner Trustee made such payment and
interest on account of such Rent payment being overdue in the manner set forth
in the next two sentences. If Indenture Trustee shall thereafter receive such
payment of Rent or such interest, Indenture Trustee shall, notwithstanding the
requirements of Section 3.1 hereof, on the date such payment is received by
Indenture Trustee, remit such payment of Rent (to the extent of the payment made
by Owner Trustee pursuant to this Section 4.3) and such interest to Owner
Trustee in reimbursement for the

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funds so advanced by it, provided that if (A) any Indenture Default or Indenture
Event of Default hereunder shall have occurred and be continuing or (B) any
payment of principal, interest, or premium, if any, on any Note then shall be
overdue, such payment shall not be remitted to Owner Trustee but shall be held
by Indenture Trustee as security for the obligations secured hereby and
distributed in accordance with Section 3.1 hereof. Owner Trustee shall not
attempt to recover any amount paid by it on behalf of Lessee pursuant to this
Section 4.3 except by demanding of Lessee payment of such amount or by
commencing an action against Lessee for the payment of such amount, and except
where an Indenture Event of Default (other than a Lease Event of Default) has
occurred and is continuing, Owner Trustee shall be entitled to receive the
amount of such payment and the costs and expenses incurred in connection with
such payments and performance thereof together with interest thereon from Lessee
(but neither Owner Trustee nor Owner Participant shall have any right to collect
such amounts by exercise of any of the remedies under Article 15 of the Lease)
or, if paid by Lessee to Indenture Trustee, from Indenture Trustee.

(d) Until the expiration of the period during which Owner Trustee or Owner
Participant shall be entitled to exercise rights under paragraph (a) or (b) of
this Section 4.3 with respect to any failure by Lessee referred to therein,
neither Indenture Trustee nor any Noteholder shall take or commence any action
it would otherwise be entitled to take or commence as a result of such failure
by Lessee, whether under this Article 4 or Article 15 of the Lease or otherwise.

(e) Each Noteholder agrees, by acceptance thereof, that if (i) the Notes
have been accelerated pursuant to Section 4.2(a) and such acceleration has not
theretofore been rescinded, (ii) no Indenture Event of Default of the nature
described in any of clauses (b) through (f) of Section 4.1 hereof shall have
occurred and be continuing and (iii) Owner Trustee, within twenty (20) days
after receiving notice from Indenture Trustee pursuant to Section 4.2(a) hereof,
shall give written notice to Indenture Trustee of Owner Trustee's intention to
purchase all of the Notes in accordance with this paragraph, accompanied by
assurances reasonably satisfactory to Indenture Trustee of Owner Trustee's
ability to purchase the Notes, then, upon receipt within ten (10) Business Days
after such notice from Owner Trustee of an amount equal to the sum of (x) the
aggregate unpaid principal amount of and any premium with respect to any unpaid
Notes then held by such Noteholder, together with accrued but unpaid interest
thereon to the date of such receipt (as well as any interest on overdue
principal and, to the extent permitted by law, interest), plus (y) the aggregate
amount, if any, of all sums which, if Section 3.3 were then applicable, such
Noteholder would be entitled to be paid before any payments were to be made to
Owner Trustee, such Noteholder will forthwith sell, assign, transfer and convey
to Owner Trustee (without recourse or warranty of any kind other than of title
to the Notes so conveyed) all of the right, title and interest of such
Noteholder in and to the Indenture Estate, this Indenture, all Notes held by
such Noteholder and the Participation Agreement, and Owner Trustee shall
thereupon assume all such Noteholder's rights and obligations in such documents;
provided, that no such holder shall be required to so convey unless (1) Owner
Trustee shall have simultaneously tendered payment on all other Notes issued by
Owner Trustee at the time outstanding pursuant to this paragraph and (2) such
conveyance is not in violation of any Applicable Law. All charges and expenses
required to be paid in connection with the issuance of any new Note or Notes in
connection with this paragraph shall be borne by Owner Trustee.

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(f) Each Noteholder further agrees by its acceptance thereof that, in the
event of a Lease Event of Default, Owner Trustee shall have the right, pursuant
to the Lease, to terminate the Lease and, in connection therewith, to arrange
for the substitution of another party as lessee under a new lease substantially
similar to the Lease and, subject to: (i) any Indenture Event of Default having
been cured by Owner Trustee in accordance with paragraph (a) or (b) of this
Section 4.3, (ii) such substituted lessee's assuming all of the obligations
under the Lease and (iii) such substituted lessee's being a Co-Owner or being
another Person having an assigned credit rating by Standard & Poor's Ratings
Group and Moody's Investors Service, Inc. (or, if either of such organizations
shall not rate securities issued by such substituted lessee, by any other
nationally recognized rating organization in the United States of America) equal
to the ratings assigned by such organizations to bonds outstanding under the
Oglethorpe Indenture as of the date of this Indenture, then the Lease between
Owner Trustee and such substituted lessee shall, for all purposes under this
Indenture, be deemed to be the Lease subject to the Lien of this Indenture;
provided that an irrevocable commitment of any Co-Owner or Person, described in
clause (iii) above to assume all obligations under the Lease shall have been
obtained within two months of the date of occurrence of a Lease Event of Default
and such substituted lessee's assumption shall have occurred within six months
thereafter.

SECTION 4.4 Rescission of Acceleration. If at any time after the
outstanding principal amount of the Notes shall have become due and payable by
acceleration pursuant to Section 4.2 hereof, (a) all amounts of principal,
premium, if any, and interest which are then due and payable in respect of all
the Notes otherwise than pursuant to Section 4.2 hereof shall have been paid in
full, together with interest on all such overdue principal and (to the extent
permitted by Applicable Law) overdue interest at the rate or rates specified in
the Notes, and an amount sufficient to cover all costs and expenses of
collection incurred by or on behalf of the holders of the Notes (including,
without limitation, counsel fees and expenses and all expenses and reasonable
compensation of Indenture Trustee) and (b) every other Indenture Event of
Default shall have been remedied, then a Majority in Interest of Noteholders
may, by written notice or notices to Owner Trustee, Indenture Trustee and
Lessee, rescind and annul such acceleration and any related declaration of
default under the Lease and their respective consequences, but no such
rescission and annulment shall extend to or affect any subsequent Indenture
Event of Default or impair any right consequent thereon, and no such rescission
and annulment shall require any Noteholder to repay any principal or interest
actually paid as a result of such acceleration.

SECTION 4.5 Return of Indenture Estate, Etc. (a) If at any time Indenture
Trustee has the right to take possession of the Indenture Estate pursuant to
Section 4.2 hereof, at the request of Indenture Trustee, Owner Trustee promptly
shall (i) execute and deliver to Indenture Trustee such instruments of title and
other documents and (ii) make all such demands and give all such notices as are
permitted by the terms of the Lease to be made or given by Owner Trustee upon
the occurrence and continuance of a Lease Default or a Lease Event of Default,
in each case as Indenture Trustee may deem necessary or advisable to enable
Indenture Trustee or an agent or representative designated by Indenture Trustee,
at such time or times and place or places as Indenture Trustee may specify, to
obtain possession of all or any part of the Indenture Estate the possession of
which Indenture Trustee shall at the time be entitled to hereunder. If Owner
Trustee shall for any reason fail to execute and deliver such instruments and
documents after such request by Indenture Trustee, Indenture Trustee may (i)
obtain a judgment conferring on Indenture Trustee the right to immediate
possession and requiring Owner

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Trustee to execute and deliver such instruments and documents to Indenture
Trustee, to the entry of which judgment Owner Trustee hereby specifically
consents, and (ii) pursue all or any part of the Indenture Estate wherever it
may be found and enter any of the premises wherever all or part of the Indenture
Estate may be or is supposed to be and search for all or part of the Indenture
Estate and take possession of and remove all or part of the, Indenture Estate.

(b) Upon every such taking of possession, Indenture Trustee may, from time
to time, as a charge against Proceeds of the Indenture Estate, make all such
expenditures with respect to the Indenture Estate as it may deem proper. In each
such case, Indenture Trustee shall have the right to deal with the Indenture
Estate and to carry on the business and exercise all rights and powers of Owner
Trustee relating to the Indenture Estate, as Indenture Trustee shall deem best
and that are permitted by the Ownership Agreement, the Operating Agreement and
the Co-Owners' Consent, and, Indenture Trustee shall be entitled to collect and
receive all rents (including Rent), revenues, issues, income, products and
profits of the Indenture Estate and every part thereof (without prejudice to the
right of Indenture Trustee under any provision of this Indenture to collect and
receive cash held by, or required to be deposited with, Indenture Trustee
hereunder) and to apply the same to the management of or otherwise dealing with
the Indenture Estate and of conducting the business thereof, and of all
expenditures with respect to the Indenture Estate and the making of all payments
which Indenture Trustee may be required or may elect to make, if any, for taxes,
assessments, insurance or other proper charges upon the Indenture Estate or any
part thereof (including the employment of engineers and accountants to examine,
inspect and make reports upon the properties and books and records of Owner
Trustee and Lessee relating to the Indenture Estate and the Operative
Documents), or under any provision of, this Indenture, as well as just and
reasonable compensation for the services of Indenture Trustee and of all Persons
properly engaged and employed by Indenture Trustee.

SECTION 4.6 Power of Sale and Other Remedies. In addition to all other
remedies provided for herein if an Indenture Event of Default shall have
occurred and be continuing, Indenture Trustee, at Indenture Trustee's option,
may sell the Indenture Estate or any part of the Indenture Estate at public sale
or sales before the door of the courthouse of the county in which the Indenture
Estate or any part of the Indenture Estate is situated, to the highest bidder
for cash, in order to pay the Secured Indebtedness, and all impositions, if any,
with accrued interest thereon, and all expenses of the sale and of all
proceedings in connection therewith, including reasonable attorney's fees, if
incurred, after advertising the time, place and terms of sale once a week for
four (4) weeks immediately preceding such sale (but without regard to the number
of days) in a newspaper in which sheriff's sales are advertised in said county.
At any such public sale, Indenture Trustee may execute and deliver to the
purchaser a conveyance of the Indenture Estate or any part of the Indenture
Estate in fee simple, and to this end, Owner Trustee hereby constitutes and
appoints Indenture Trustee the agent and attorney in fact of Owner Trustee to
make such sale and conveyance, and thereby to divest Owner Trustee of all right,
title or equity that Owner Trustee may have in and to the Indenture Estate and
to vest the same in the purchaser or purchasers at such sale or sales, and all
the acts and doings of said agent and attorney in fact are hereby ratified and
confirmed and any recitals in said conveyance or conveyances as to facts
essential to a valid sale shall be binding upon Owner Trustee. The aforesaid
power of sale and agency hereby granted are coupled with an interest and are
irrevocable by death or otherwise, are granted as cumulative of the other
remedies provided hereby or by law for collection of the Secured Indebtedness
and shall not be exhausted by one

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exercise thereof but may be exercised until full payment of the Secured
Indebtedness. Further, if an Indenture Event of Default shall have occurred and
be continuing, Indenture Trustee may, in addition to and not in abrogation of
other rights and remedies provided in this Article, either with or without entry
or taking possession as herein provided or otherwise, proceed by a suit or suits
in law or in equity or by any other appropriate proceeding or remedy (i) to
enforce payment of the Notes or the performance of any term, covenant, condition
of agreement of this Indenture or any other right, and (ii) to pursue any other
remedy available to it, all as Indenture Trustee shall determine most effectual
for such purposes. Upon any foreclosure sale, Indenture Trustee may bid for and
purchase the Indenture Estate and shall be entitled to apply all or any part of
the Secured Indebtedness as a credit to the purchase price. In the event of a
foreclosure sale of the Indenture Estate, the proceeds of said sale shall be
applied, as provided in Section 3.3 hereof. In the event of any such foreclosure
sale by Indenture Trustee, Owner Trustee shall be deemed a tenant holding over
and shall forthwith deliver possession to the purchaser or purchasers at such
sale or be summarily dispossessed according to provisions of law applicable to
tenants holding over. Indenture Trustee, at Indenture Trustee's option, is
authorized to foreclose this Indenture subject to the rights of any tenants of
the Indenture Estate, and the failure to make any such tenants parties to any
such foreclosure proceedings and to foreclose their rights will not be, nor be
asserted to be by Owner Trustee, a defense to any proceedings instituted by
Indenture Trustee to collect the Secured Indebtedness.

In addition, as part of the consideration for the Secured Indebtedness,
Owner Trustee has absolutely and unconditionally assigned and transferred to
Indenture Trustee the Revenues, including those now due, past due or to become
due by virtue of any lease or other agreement for the occupancy or use of all or
any part of the Indenture Estate. Owner Trustee hereby authorizes Indenture
Trustee or Indenture Trustee's agents to collect the Revenues and hereby directs
such tenants of the Indenture Estate to pay the Revenues to Indenture Trustee or
Indenture Trustee's agents; provided, however, that prior to written notice
given by Indenture Trustee to Owner Trustee of any Indenture Event of Default by
Owner Trustee, Owner Trustee shall collect and receive the Revenues as trustee
for the benefit of Indenture Trustee and Owner Trustee, to apply the Revenues so
collected to the Secured Indebtedness with the balance, so long as no Indenture
Event of Default has occurred, to the account of Owner Trustee. Owner Trustee
agrees that each tenant of the Indenture Estate shall pay the Revenues to
Indenture Trustee or Indenture Trustee's agents on Indenture Trustee's written
demand therefor without any liability on the part of said tenant to inquire
further as to the existence of an Indenture Event of Default.

SECTION 4.7 Appointment of Receiver. If the outstanding principal amount
of the Notes shall have been declared due and payable pursuant to Section 4.2
hereof, as a matter of right, Indenture Trustee shall be entitled to the
appointment of a receiver (who may be Indenture Trustee or any successor or
nominee thereof) for all or any part of the Indenture Estate, whether such
receivership be incidental to a proposed sale of the Indenture Estate or the
taking of possession thereof or otherwise, and Owner Trustee hereby consents to
the appointment of such a receiver and will not oppose any such appointment. Any
receiver appointed for all or any part of the Indenture Estate shall be entitled
to exercise all the rights and powers with respect to Indenture Estate to the
extent instructed to do so by Indenture Trustee.

SECTION 4.8 Remedies Cumulative. Each and every right, power and remedy
herein specifically given to Indenture Trustee or otherwise in this Indenture
shall be cumulative

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and shall be in addition to every other right, power and remedy herein
specifically given or now or hereafter existing at law, in equity or by statute,
and each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised from time to time and as often and in such
order as may be deemed expedient by Indenture Trustee, and the exercise or the
beginning of the exercise of any right, power or remedy shall not be construed
to be a waiver of the right to exercise at the same time or thereafter any other
right, power or remedy. No delay or omission by Indenture Trustee in the
exercise of any right, remedy or power or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
default on the part of Owner Participant, Owner Trustee or Lessee or to be an
acquiescence therein.

SECTION 4.9 Waiver of Various Rights by Owner Trustee. Owner Trustee
hereby waives and agrees, to the extent permitted by Applicable Law, that it
will never seek or derive any benefit or advantage from any of the following,
whether now existing or hereafter in effect, in connection with any proceeding
under or in respect of this Indenture:

(a) any stay, extension, moratorium or other similar law;

(b) any law providing for the valuation of or appraisal of any portion of
the Indenture Estate in connection with a sale thereof; or

Owner Trustee covenants not to hinder, delay or impede the exercise of any
right or remedy under or in respect of this Indenture excepted as permitted by
Section 4.3 hereof, and agrees, to the extent permitted by Applicable Law, to
suffer and permit its exercise as though no laws or rights of the character
listed above were in effect.

SECTION 4.10 Discontinuance of Proceedings. In case Indenture Trustee or
any Noteholder shall have proceeded to enforce any right, power or remedy under
this Indenture by foreclosure, entry or otherwise, and such proceedings shall
have been discontinued or abandoned for any reason or shall have been determined
adversely to Indenture Trustee or the Noteholder, then and in every such case
Owner Trustee, Indenture Trustee and Lessee shall be restored to their former
positions and rights hereunder with respect to the Indenture Estate, and all
rights, remedies and powers of Indenture Trustee or the Noteholder shall
continue as if no such proceedings had taken place.

SECTION 4.11 No Action Contrary to Lessee's Rights Under the Lease.
Notwithstanding any other provision of any of the Operative Documents, so long
as the Lease shall not have been declared in default, Indenture Trustee shall
not take or cause to be taken any action contrary to Lessee's rights, including
its rights, as between Lessee and Lessor and Owner Participant and any Person
claiming by or through Lessor or Owner Participant, to quiet use and possession
or the Undivided Interest and the other Leased Assets.

SECTION 4.12 Right of Indenture Trustee to Perform Covenants, Etc. If
Owner Trustee shall fail to make any payment or perform any act required to be
made or performed by it hereunder or under the Lease, the Supporting Assets
Lease, the Supporting Assets Sublease, the

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Co-Owners' Consent or the Participation Agreement, or if Owner Trustee, Bank or
Georgia Bank shall fail to release any Lien affecting the Indenture Estate which
it is required to release by the terms of this Indenture or the Participation
Agreement or the Trust Agreement, Indenture Trustee, without notice to or demand
upon Owner Trustee, Bank or Georgia Bank and without waiving or releasing any
obligation or defaults may (but shall be under no obligation to) at any time
thereafter make such payment or perform such act for the account and at the
expense of the Indenture Estate and may take all such action with respect
thereto (including entering upon Unit 2 or any part thereof, to the extent, of
the Undivided Interest and Lessor's Share, for such purpose) as, in Indenture
Trustee's opinion, may be necessary or appropriate therefor. No such entry shall
be deemed an eviction. All sums so paid by Indenture Trustee and all costs and
expenses (including, without limitation, legal fees and expenses) so incurred,
together with interest thereon from the date of payment or incurrence, shall
constitute additional indebtedness secured by this Indenture and shall be paid
from the Indenture Estate to Indenture Trustee on demand. Indenture Trustee
shall not be liable for any damages resulting from any such payment or action
unless such damages shall be a consequence of willful misconduct or gross
negligence on the part of Indenture Trustee.

SECTION 4.13 Further Assurances. Owner Trustee covenants and agrees from
time to time to do all such acts and execute all such instruments of further
assurance as shall be reasonably requested by Indenture Trustee for the purpose
of fully carrying out and effectuating this Indenture and the intent hereof.

SECTION 4.14 Waiver of Past Defaults. Any past Indenture Default or
Indenture Event of Default and its consequences may be waived by Indenture
Trustee, except an Indenture Default or an Indenture Event of Default (i) in the
payment of the principal of, premium, if any, and or interest on any Note,
subject to the provisions of Sections 5.1 and 8.1 hereof, or (ii) in respect of
a covenant or provision hereof which, under Section 8.2 hereof, cannot be
modified or amended without the consent of each Noteholder. Upon any such waiver
and subject to the terms of such waiver, such Indenture Default or Indenture
Event of Default shall cease to exist, and any other Indenture Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Indenture
Default or Indenture Event of Default or impair any right consequent thereon.

ARTICLE 5
DUTIES OF INDENTURE TRUSTEE; CERTAIN
RIGHTS AND DUTIES OF OWNER TRUSTEE

SECTION 5.1 Action Upon Event of Loss, Indenture Default or Indenture
Event of Default. In the event Owner Trustee shall have actual knowledge of an
Indenture Default, Indenture Event of Default or Event of Loss, Owner Trustee
shall give prompt written notice thereof to Owner Participant, Lessee and
Indenture Trustee. In the event Indenture Trustee shall have actual knowledge of
an Indenture Default, Indenture Event of Default or Event of Loss, Indenture
Trustee shall give prompt written notice thereof to Owner Participant, Owner
Trustee, Lessee and each Noteholder. Subject to the terms of Article 4 and
Sections 5.4, 5.5 and 5.6 hereof, (a) Indenture Trustee shall take such action
(including the waiver of past Indenture Defaults and Indenture Event of Defaults
in accordance with Section 4.14 hereof), or refrain from taking such action,
with respect to any such Indenture Default, Indenture Event of Default

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or Event of Loss as Indenture Trustee shall be instructed by instructions of
Majority in Interest of Noteholders, (b) if Indenture Trustee shall not have
received instructions as above provided within twenty (20) days after mailing by
Indenture Trustee of notice of such Indenture Default or Event of Loss to the
Persons referred to above, Indenture Trustee may, subject to instructions
thereafter received pursuant to the preceding sentence, take such action, or
refrain from taking such action, but shall be under no duty to take or refrain
from taking any action, with respect to such Indenture Default or Event of Loss
as it shall determine advisable in the best interests of the Noteholders and (c)
in the event that an Indenture Event of Default shall have occurred Indenture
Trustee in its discretion may, or upon receipt of instructions of Majority in
Interest of Noteholders shall, by written notice to Owner Trustee, declare the
unpaid principal amount of all Notes with premium, if any, accrued interest
thereon to be immediately due and payable, upon which declaration such principal
amount and such accrued interest shall immediately become due and payable
without further act or notice of any kind. For all purposes of this Indenture,
in the absence of actual knowledge, neither Owner Trustee nor Indenture Trustee
shall be deemed to have knowledge of an Indenture Default, Indenture Event of
Default or Event of Loss except that Indenture Trustee shall be deemed to have
knowledge of the failure of Lessee to pay any installment of Basic Rent within
ten (10) Business Days after the same shall become due. For purposes of this
Section 5.1, neither Owner Trustee nor Indenture Trustee shall be deemed to have
actual knowledge of any Indenture Default, Indenture Event of Default or Event
of Loss, unless it shall have received notice thereof pursuant to Section 9.4
hereof or such Indenture Default, Indenture Event of Default or Event of Loss
shall actually be known, in the case of Owner Trustee, by an officer in the
Equipment Leasing Administration department of Bank or by an officer in the
Corporate Trust Department of Georgia Bank, or in the case of Indenture Trustee,
by an officer in the corporate trust division of Indenture Trustee.

SECTION 5.2 Actions Upon Instructions Generally. Subject to the terms of
Sections 5.1, 5.4, 5.5 and 5.6 hereof, upon written instructions at any time and
from time to time of a Majority in Interest of Noteholders, Indenture Trustee
shall take such of the following actions as may be specified in such
instructions: (a) give such notice, direction or consent or exercise such right,
remedy or power or take such action hereunder or under any Assigned Document, or
in respect of any part of or all the Indenture Estate, as it shall be entitled
to take and as shall be specified in such instructions; (b) take such action
with respect to or to preserve or protect the Indenture Estate (including the
discharge of Liens) as it shall be entitled to take and as shall be specified in
such instructions; and (c) waive, consent to, approve (as satisfactory to it) or
disapprove all matters required by the terms of any Operative Document to be
satisfactory to Indenture Trustee, it being understood that without such written
instructions Indenture Trustee shall not waive, consent or approve any such
matter as satisfactory to it. Upon written instructions from a Majority in
Interest of Noteholders, Indenture Trustee shall execute and file or cause to be
executed and filed any instrument or document relating to the security title,
Lien, security interest and assignment granted by Owner Trustee herein as may be
necessary to protect and preserve the security title, Lien, security interest or
assignment created by or pursuant to this Indenture, to the extent otherwise
entitled to do so and as shall be specified in such instructions.

SECTION 5.3 Action Upon Payment of Notes or Termination of Lease. Subject
to the terms of Section 5.4 hereof, upon payment in full of the principal of and
interest on all Notes then outstanding and all other amounts then due all
Noteholders hereunder, and all other

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sums secured hereby or otherwise required to be paid hereunder, under the
Participation Agreement and under the Lease, Indenture Trustee shall execute and
deliver to, or as directed in writing by, Owner Trustee an appropriate
instrument in due form for recording, releasing the Indenture Estate from the
Lien of this Indenture. Nothing in this Section 5.3 shall be deemed to expand
the instances in which Owner Trustee is entitled to prepay the Notes.

SECTION 5.4 Compensation of Indenture Trustee; Indemnification.

(a) Owner Trustee will from time to time, on demand, pay to Indenture
Trustee such compensation for its services hereunder as shall be agreed to by
Owner Trustee and Indenture Trustee, or, in the absence of agreement, reasonable
compensation for such services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and Indenture Trustee agrees that it shall have no right against the
Noteholders or, except as provided in Article 3 and Section 4.2 hereof or this
Article 5, the Indenture Estate, for any fee as compensation for its services
hereunder.

(b) Indenture Trustee shall not be required to take any action or refrain
from taking any action under Article 4 or Section 5.1 (other than the second
sentence thereof), 5.2 or 9.1 hereof unless it shall have been indemnified in
manner and form satisfactory to Indenture Trustee. Indenture Trustee shall not
be required to take any action under Article 4 or Section 5.1, 5.2, 5.3 or 9.1
hereof, nor shall any other provision of this Indenture be deemed to impose a
duty on Indenture Trustee to take any action, if it shall have been advised by
counsel (who shall not be an employee of Indenture Trustee) that such action is
contrary to the terms hereof or is otherwise contrary to Applicable Law or
(unless it shall have been indemnified in manner and form satisfactory to
Indenture Trustee) may result in personal liability to Indenture Trustee.

SECTION 5.5 No Duties Except as Specified; No Action Except Under Lease,
Indenture or Instructions. Indenture Trustee shall not have any duty or
obligation to and shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Indenture Estate or otherwise take or refrain from
taking any action under or in connection with this Indenture or the other
Assigned Documents except as expressly provided by the terms of this Indenture
or as expressly provided in written instructions from a Majority in Interest of
Noteholders in accordance with Section 5.1 or 5.2 hereof; and no implied duties
or obligations shall be read into this Indenture against Indenture Trustee.
Indenture Trustee nevertheless agrees that it will, in its individual capacity
and at its own cost and expense (and without any right of indemnity in respect
of such cost or expense), promptly take such action as may be necessary duly to
discharge all Liens on any part of the Indenture Estate which result from acts
by or claims against it arising out of events or conditions not related to its
rights in the Indenture Estate or the administration of the Indenture Estate or
the transactions contemplated hereby.

SECTION 5.6 Certain Rights of Owner Trustee. Notwithstanding any other
provision of this Indenture:

(a) Owner Trustee shall at all times, to the exclusion of Indenture
Trustee, (i) retain all rights to demand and receive payment of, and to commence
an action for payment of, Excepted Payments but Owner Trustee shall have no
remedy or right with respect to any such payment against the Indenture Estate
nor any right to collect any such payment by the exercise of any of

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the remedies under Section 15 of the Lease; (ii) retain all rights with respect
to insurance that Article 12 of the Lease specifically confers upon Lessor;
(iii) retain all rights to adjust Basic Rent, Stipulated Loss Value and
Termination Value as provided in Article 8 of the Participation Agreement or the
Tax Indemnification Agreement; provided, however, that after giving effect to
any such adjustment (x) the amount of Basic Rent payable on each Basic Rent
Payment Date shall be at least equal to the aggregate amount of all principal,
premium, if any, and accrued interest payable on such Basic Rent Payment Date on
all Notes then outstanding and (y) Stipulated Loss Value and Termination Value
shall in no event be less (when added to all other amounts required to be paid
by Lessee under the Lease in respect of any Event of Loss or purchase of the
Undivided Interest) than an amount sufficient, as of the date of payment, to pay
in full the principal of, premium, if any, and interest on all Notes outstanding
on and as of such date of payment; and (iv) except in connection with the
exercise of remedies pursuant to the Lease, retain all rights to exercise Owner
Trustee's rights relating to the Appraisal Procedure and to confer and agree
with Lessee on Fair Market Sales Value, Fair Market Rental Value, or any Renewal
Term;

(b) Owner Trustee shall have the right, but not to the exclusion of
Indenture Trustee, (i) to receive from Lessee all notices, certificates,
opinions of counsel and other documents and all information that Lessee is
permitted or required to give or furnish to Owner Trustee, Owner Participant or
Lessor, as the case may be, pursuant to the Lease or any other Operative
Document; (ii) to inspect the Facility and the records relating to Unit 2 and
the Common Facilities pursuant to Section 10.5 of the Lease; (iii) to provide
such insurance as may be permitted by Article 12 of the Lease; and (iv) to
perform for Lessee as provided in Article 17 of the Lease;

(c) So long as the Notes have not been accelerated pursuant to Section
4.2(a) hereof (or, if accelerated, such acceleration has theretofore been
rescinded) or Indenture Trustee shall not have exercised any of its rights
pursuant to Article 4 hereof to take possession of, foreclose, sell or otherwise
take control of all or any part of the Indenture Estate, Owner Trustee shall
retain the right to the exclusion of Indenture Trustee to exercise the rights of
Lessor under, and to determine compliance by Lessee with, the provisions of
Articles 4, 5, 6 and 7 of the Lease and Sections 10.2 and 11.1 (solely in
circumstances resulting from the occurrence of an Event of Loss described in
clause (e) of the definition thereof) of the Lease provided, however, that if an
Indenture Event of Default shall have occurred and be continuing, Owner Trustee
shall cease to retain such rights upon notice from Indenture Trustee stating
that such rights shall no longer be retained by Owner Trustee;

(d) Except as otherwise provided in this Section 5.6, so long as the Notes
have not been accelerated pursuant to Section 4.2(a) hereof (or, if accelerated,
such acceleration has theretofore been rescinded) or Indenture Trustee shall not
have exercised any of its rights pursuant to Article 4 hereof to take possession
of, foreclose, sell or otherwise take control of all or any part of the
Indenture Estate, Owner Trustee shall have the right to be exercised jointly
with Indenture Trustee (i) to exercise the rights with respect to Lessee's use
and operation, modification or maintenance of the Facility which the Ownership
Agreement and Operating Agreement specifically confer upon Lessor, (ii) to
exercise Lessor's right under Article 13 of the Lease to withhold or grant its
consent to an assignment by Lessee of its rights under the Lease, (iii) to
exercise the rights of Lessor under, and to determine compliance by Lessee with
the provisions

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<PAGE>

of the Support Agreements and (iv) to exercise the rights of Lessor under
Section 10.4 of the Lease; provided, however, that if an Indenture Event of
Default shall have occurred and be continuing, Owner Trustee shall cease to
exercise such rights under this clause (iv) upon notice from Indenture Trustee
stating that such rights shall no longer be retained by Owner Trustee; provided
further, however, that (A) Owner Trustee shall have no right to receive any Rent
or other payments other than Excepted Payments payable to Owner Trustee, Owner
Participant, Bank or Georgia Bank, (B) no determination by Owner Trustee or
Indenture Trustee that Lessee is in compliance with the provisions of any such
Assigned Document shall be binding upon or otherwise affect the rights hereunder
of Indenture Trustee or any Noteholder on the one hand or Owner Trustee or Owner
Participant on the other hand, and (C) Owner Trustee shall not have the right to
exercise any remedies pursuant to Section 15 of the Lease; and

(e) Nothing in this Indenture shall give to, or create in, or otherwise
provide the benefit of to, Indenture Trustee, any rights of Owner Participant
under or pursuant to the Tax Indemnification Agreement or any other Assigned
Document and nothing in this Section 5.6 or elsewhere in this Indenture shall
give to Owner Trustee the right to exercise any rights specifically given to
Indenture Trustee pursuant to any Assigned Document;

but nothing in clauses (a) through (e) above shall deprive Indenture Trustee of
the exclusive right, so long as this Indenture shall be in effect, to declare
the Lease to be in default under Article 15 thereof and thereafter to exercise
the remedies provided therein.

SECTION 5.7 Restrictions on Dealing with Indenture Estate. Except as
provided in the Operative Documents, but subject to the terms of this Indenture,
Owner Trustee shall not use, operate, store, lease, control, manage, sell,
dispose of or otherwise deal with the Undivided Interest, Unit 2, any part of
Unit 2 or any other part of the Indenture Estate.

SECTION 5.8 Filing of Financing Statements and Continuation Statements.
Pursuant to Section 5.5(s) of the Participation Agreement, Lessee has covenanted
to maintain the priority of the Lien of this Indenture on the Indenture Estate.
Indenture Trustee shall, at the request and expense of Lessee, as provided in
the Participation Agreement, execute and deliver to Lessee and Lessee will file,
if not already filed, such financing statements or other documents and such
continuation statements or other documents with respect to financing statements
or other documents previously filed relating to the Lien created by this
Indenture in the Indenture Estate as may be supplied to Indenture Trustee by
Lessee. At any time and from time to time, upon the request of Lessee or
Indenture Trustee, at the expense of Lessee (and upon receipt of the form of
document so to be executed), Owner Trustee shall promptly and duly execute and
deliver any and all such further instruments and documents as Lessee or
Indenture Trustee may request in obtaining the full benefits of the security
interest and assignment created or intended to be created hereby and of the
rights and powers herein granted. Upon the reasonable instructions (which
instructions shall be accompanied by the form of document to be filed) at any
time and from time to time of Lessee or Indenture Trustee, Owner Trustee shall
execute and file any financing statement (and any continuation statement with
respect to any such financing statement), and any other document relating to the
security interest and assignment created by this Indenture as may be specified
in such instructions. In addition, Indenture Trustee and Owner Trustee will
execute such continuation statements with respect to financing statements and
other documents relating to the Lien created by this Indenture in the Indenture
Estate as may

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be specified from time to time in written instructions of any Noteholder (which
instructions may, by their terms, be operative only at a future date and which
shall be accompanied by the form of such continuation statement or other
document so to be filed). Except as otherwise herein expressly provided, neither
Indenture Trustee nor Owner Trustee shall have responsibility for the
protection, perfection or preservation of the Lien created by this Indenture.

ARTICLE 6
INDENTURE TRUSTEE AND OWNER TRUSTEE

SECTION 6.1 Acceptance of Trusts and Duties. Indenture Trustee accepts the
trusts hereby created and applicable to it and agrees to perform the same but
only upon the terms of this Indenture, and agrees to receive and disburse all
moneys constituting part of the Indenture Estate in accordance with the
provisions hereof. Indenture Trustee shall not be liable under any
circumstances, except (a) for its own gross negligence or willful misconduct,
(b) in the case of the inaccuracy of any representation or warranty contained in
Section 5.4 of the Participation Agreement or in Section 6.3(b) hereof, or (c)
for the performance of its obligations under the last sentence of Section 5.5
hereof or in Section 5.4 of the Participation Agreement; and Indenture Trustee
shall not be liable for any action or inaction of Owner Trustee. If any
Indenture Event of Default shall have occurred and be continuing, Indenture
Trustee shall, subject to the provisions of Articles 4 and 5 hereof, exercise
such of the rights and remedies vested in it by this Indenture and shall at all
times use the same degree of care in their exercise as a prudent man would
exercise or use in the circumstances in the conduct of his own affairs.

SECTION 6.2 Absence of Certain Duties. Except in accordance with written
instructions furnished pursuant to Section 5.1 or 5.2 hereof and except as
provided in Section 5.5 and 5.8 hereof, Indenture Trustee shall have no duty (a)
to see to any registration, recording or filing of any Operative Document (or
any financing or continuation statements in respect thereto) or to see to the
maintenance of any such registration, recording or filing, (b) to see to any
insurance on the Facility or Unit 2 or the Undivided Interest or the Common
Facilities or to effect or maintain any such insurance, (c) except as otherwise
provided in Section 5.5 hereof or in Section 5.4 of the Participation Agreement,
to see to the payment or discharge of any Tax or any Lien of any kind owing with
respect to, or assessed or levied against, any part of the Indenture Estate, (d)
to confirm or verify the contents of any report, notice, request, demand,
certificate, financial statement or other instrument of Lessee or (e) to inspect
the Facility or Unit 2 or the Common Facilities at any time or ascertain or
inquire as to the performance or observance of any of Lessee's covenants with
respect to the Facility or Unit 2 or the Common Facilities. Notwithstanding the
foregoing, Indenture Trustee shall furnish to each Noteholder and to Owner
Trustee and Owner Participant promptly upon receipt thereof duplicates or copies
of all reports, notices, requests, demands, certificates, financial statements
and other instruments furnished to Indenture Trustee hereunder or under any of
the Operative Documents unless Indenture Trustee shall reasonably believe that
each such Noteholder, Owner Trustee and Owner Participant shall have received
copies thereof.

SECTION 6.3 Representations, Warranties and Covenants.

(a) Owner Trustee hereby covenants and agrees that it will duly and
punctually pay the principal of, and premium, if any, and interest on, the Notes
in accordance with the terms thereof

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and this Indenture. Owner Trustee represents and warrants that it has not
assigned or pledged, and hereby covenants that it will not assign or pledge, so
long as this Indenture shall remain in effect, any of its estate, right, title
or interest subject to this Indenture, to anyone other than to an additional or
successor trustee under the Trust Agreement or to Indenture Trustee. Subject to
Section 5.6 hereof, Owner Trustee further covenants that it will not, except
with the prior written consent of Indenture Trustee or as expressly provided in
or permitted by this Indenture or with respect to any property not constituting
part of the Indenture Estate, (i) exercise any election or option, or make any
decision or determination, or give any notice, consent, waiver or approval, or
take any other action, under or in respect of any Assigned Document, (ii) accept
and retain any payment from, or settle or compromise any claim against, Lessee
under any Assigned Document in violation of Section 3.9 hereof, (iii) submit or
consent to the submission to arbitration of any dispute, difference or other
matter arising under or in respect of any Assigned Document, or (iv) take any
action, which would result in an alteration or impairment of any Note or any
Assigned Document (except in respect of Excepted Payments) or any of the rights
or security created or effected thereby. A signed copy of any amendment or
supplement to the Trust Agreement shall be delivered by Owner Trustee, Indenture
Trustee and Lessee. This Indenture and the Indenture Estate shall not be
affected by any action taken under or in respect of the Trust Agreement except
as otherwise provided or permitted by this Indenture.

(b) NEITHER OWNER TRUSTEE NOR INDENTURE TRUSTEE MAKES, NOR SHALL BE DEEMED
TO HAVE MADE (i) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE
TITLE, VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS, QUALITY, DURABILITY,
SUITABILITY, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR
FOR ANY PARTICULAR PURPOSE OF THE FACILITY OR ANY PART THEREOF, OR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
UNDIVIDED INTEREST OR THE RETAINED ASSETS INTEREST OR THE UNIT 2 SITE INTEREST
OR THE GLOBAL COMMON FACILITIES INTEREST OR THE LOCAL COMMON FACILITIES INTEREST
OR ANY OTHER PART OF THE INDENTURE ESTATE, except that Owner Trustee represents
and warrants that on the Closing Date it shall have received whatever title or
interest to the Undivided Interest and the Unit 2 Site Interest and the Global
Common Facilities Interest and the Local Common Facilities Interest and the
Retained Assets Interest as was conveyed to it by Lessee and that on the Closing
Date the Undivided Interest shall be free of Lessor's Liens and Owner
Participant's Liens or (ii) any representation or warranty as to the validity,
legality or enforceability of this Indenture, the Notes or any of the other
Operative Documents, or as to the correctness of any statement contained in any
thereof, except that each of Owner Trustee and Indenture Trustee represents and
warrants that this Indenture and the Participation Agreement have been, and, in
the case of Owner Trustee, the other Operative Documents to which it is or is to
become a party have been or will be, executed and delivered by one of its
officers who is and will be duly authorized to execute and deliver such document
on its behalf.

SECTION 6.4 No Segregation of Moneys; No Interest. All moneys and
securities deposited with and held by Indenture Trustee under this Indenture for
the purpose of paying, or securing the payment of, the principal of or premium
on or interest on the Notes shall be held in trust. Except as specifically
provided herein or in the Lease, any moneys received by Indenture Trustee
hereunder need not be segregated in any manner except to the extent required by
the

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Applicable Law and may be deposited under such general conditions as may be
prescribed by Applicable Law, and neither Owner Trustee nor Indenture Trustee
shall be liable for any interest thereon; provided, however, that any payments
received or applied hereunder by Indenture Trustee shall be accounted for by
Indenture Trustee so that any portion thereof paid or applied pursuant hereto
shall be identifiable as to the source thereof.

SECTION 6.5 Reliance; Agents; Advice of Experts. Indenture Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other
document or paper believed to be genuine and believed to be signed by the proper
party or parties. Indenture Trustee may accept in good faith a certified copy of
a resolution of the Board of Directors of Lessee as conclusive evidence that
such resolution has been duly adopted by such Board and that the same is in full
force and effect. As to the amount of any payment to which any Noteholder is
entitled pursuant to Clause "Third" of Section 3.2 or Section 3.3 hereof, and as
to the amount of any payment to which any other Person is entitled pursuant to
Section 3.5 or Section 3.7 hereof, Indenture Trustee for all purposes hereof may
rely on an Officers' Certificate of such Noteholder or other Person, as the case
may be. As to any fact or matter the manner of ascertainment of which is not
specifically described herein, Indenture Trustee for all purposes hereof may
rely on an Officers' Certificate of Owner Trustee or Lessee or a Noteholder as
to such fact or matter, and such certificate shall constitute full protection to
Indenture Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon. In the administration of the trusts hereunder,
Indenture Trustee may execute any of the trusts or powers hereof and perform its
powers and duties hereunder directly or through agents or attorneys and may, at
the expense of the Indenture Estate (but subject to the priorities of payment
set forth in Article 3 hereof), consult with independent skilled Persons to be
selected and retained by it (other than Persons regularly in its employ) as to
matters within their particular competence, and Indenture Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the advice or opinion, within such Person's area of competence, of any such
Person, so long as Indenture Trustee shall have exercised reasonable care in
selecting such Person.

ARTICLE 7
SUCCESSOR INDENTURE TRUSTEES AND SEPARATE TRUSTEES

SECTION 7.1 Resignation or Removal of Indenture Trustee; Appointment of
Successor.

(a) Resignation or Removal. Indenture Trustee or any successor thereto may
resign at any time with or without cause by giving at least thirty (30) days'
prior written notice to Owner Trustee, Owner Participant, Lessee and each
Noteholder, such resignation to be effective on the acceptance of appointment by
the successor Indenture Trustee pursuant to the provisions of subsection (b)
below. In addition, a Majority in Interest of Noteholders may at any time remove
Indenture Trustee with or without cause by an instrument in writing delivered to
Owner Trustee, Owner Participant and Indenture Trustee, and Owner Trustee shall
give prompt written notification thereof to each Noteholder and Lessee. Such
removal will be effective on the acceptance of appointment by the successor
Indenture Trustee pursuant to the provisions of subsection (b) below. In the
case of the resignation or removal of Indenture Trustee, a Majority in Interest
of Noteholders may appoint a successor Indenture Trustee by an instrument signed
by

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such holders. If a successor Indenture Trustee shall not have been appointed
within thirty (30) days after such resignation or removal, Indenture Trustee or
any Noteholder may apply to any court of competent jurisdiction to appoint a
successor Indenture Trustee to act until such time, if any, as a successor shall
have been appointed by a Majority in Interest of Noteholders as above provided.
The successor Indenture Trustee so appointed by such court shall immediately and
without further act be superseded by any successor Indenture Trustee appointed
by a Majority in Interest of Noteholders as above provided.

(b) Acceptance of Appointment. Any successor Indenture Trustee shall execute and
deliver to predecessor Indenture Trustee, Owner Participant, Owner Trustee and
all Noteholders an instrument accepting such appointment, and thereupon such
successor Indenture Trustee, without further act, shall become vested with all
the estates, properties, rights, powers and duties of the predecessor Indenture
Trustee hereunder in the trusts hereunder applicable to it with like effect as
if originally named Indenture Trustee herein; but nevertheless upon the written
request of such successor Indenture Trustee or a Majority in Interest of
Noteholders, such predecessor Indenture Trustee shall execute and deliver an
instrument transferring to such successor Indenture Trustee, upon the trusts
herein expressed applicable to it, all the estates, properties, rights and
powers of such predecessor Indenture Trustee, and such predecessor Indenture
Trustee shall duly assign, transfer deliver and pay over to such successor
Indenture Trustee all moneys or other property then held by such predecessor
Indenture Trustee hereunder. To the extent required by Applicable Law or upon
request of successor Indenture Trustee, Owner Trustee shall execute any and all
documents confirming the vesting of such estates, properties, rights and powers
in successor Indenture Trustee.

(c) Qualifications. Any successor Indenture Trustee, however appointed, shall be
a trust company or bank with trust powers (i) which (A) has a combined capital
and surplus of at least $100,000,000, or (B) is a direct or indirect subsidiary
of a corporation which has a combined capital and surplus of at least
$100,000,000 provided such corporation guarantees the performance of the
obligations of such trust company or bank as Indenture Trustee, or (C) is a
member of a bank holding company group having a combined capital and surplus of
at least $100,000,000 providing the parent of such bank holding company group or
a member which itself has a combined capital and surplus of at least
$100,000,000 guarantees the performance obligations of such trust company or
bank, and (ii) is willing, able and legally qualified to perform the duties of
Indenture Trustee hereunder upon reasonable or customary terms. No successor
Indenture Trustee, however appointed, shall become such if such appointment
would result in the violation of any Applicable Law or create a conflict or
relationship involving a conflict of interest under the Trust Indenture Act of
1939, as amended.

(d) Merger, etc. Any corporation into which Indenture Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which Indenture Trustee shall be
a party, or any corporation to which substantially all the corporate trust
business of Indenture Trustee may be transferred, shall, subject to the terms of
subsection (c) above, be Indenture Trustee under this Indenture without further
act.

<PAGE>

SECTION 7.2 Appointment of Additional and Separate Trustees.

(a) Appointment. Whenever (i) Indenture Trustee shall deem it necessary or
prudent in order to conform to any law of any applicable jurisdiction or to make
any claim or bring any suit with respect to or in connection with the Indenture
Estate, this Indenture, the Lease, the Notes or any of the transactions
contemplated by the Operative Documents, (ii) Indenture Trustee shall be advised
by counsel, satisfactory to it, that it is so necessary or prudent in the
interest of the Noteholders or (iii) a Majority in Interest of Noteholders deems
it so necessary or prudent and shall have requested in writing Indenture Trustee
to do so, then in any such case Indenture Trustee shall execute and deliver from
time to time all instruments and agreements necessary or proper to constitute
another bank or trust company or one or more Persons approved by Indenture
Trustee either to act as additional trustee or trustees of all or any part of
the Indenture Estate, jointly with Indenture Trustee, or to act as separate
trustee or trustees of all or any part of the Indenture Estate, in any such case
with such powers as may be provided in such instruments or agreements, and to
vest in such bank, trust company or Person as such additional trustee or
separate trustee, as the case may be, any property, title, right or power of
Indenture Trustee deemed necessary or advisable by Indenture Trustee, subject to
the remaining provisions of this Section 7.2. Owner Trustee hereby consents to
all actions taken by Indenture Trustee under the provisions of this Section 7.2
and agrees, upon Indenture Trustee's request, to join in and execute,
acknowledge and deliver any or all such instruments or agreements; and Owner
Trustee hereby makes, constitutes and appoints Indenture Trustee its agent and
attorney-in-fact for it and in its name, place and stead to execute, acknowledge
and deliver any such instrument or agreement in the event that Owner Trustee
shall not itself execute and deliver the same within fifteen (15) days after
receipt by it of such request so to do; provided, however, that Indenture
Trustee shall exercise due care in selecting any additional or separate trustee
if such additional or separate trustee shall not be a Person possessing trust
powers under Applicable Law. If at any time Indenture Trustee shall deem it no
longer necessary or prudent in order to conform to any such law or take any such
action or shall be advised by such counsel that it is no longer so necessary or
prudent in the interest of the Noteholders or in the event that Indenture
Trustee shall have been requested to do so in writing by a Majority in Interest
of Noteholders, Indenture Trustee shall execute and deliver all instruments and
agreements necessary or proper to remove any additional trustee or separate
trustee. In such connection, Indenture Trustee may act on behalf of Owner
Trustee to the same extent as is provided above. Notwithstanding anything
contained to the contrary in this Section 7.2(a), to the extent the laws of any
jurisdiction preclude Indenture Trustee from taking any action hereunder either
alone, jointly or through a separate trustee under the direction and control of
Indenture Trustee, Owner Trustee, at the instruction of Indenture Trustee, shall
appoint a separate trustee for such jurisdiction, which separate trustee shall
have full power and authority to take all action hereunder as to matters
relating to such jurisdiction without the consent of Indenture Trustee, but not
subject to the same limitations in any exercise of his power and authority as
those to which Indenture Trustee is subject.

(b) Indenture Trustee as Agent. Any additional trustee or separate trustee
at any time by an instrument in writing may constitute Indenture Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by Applicable Law, to do all acts and things and exercise all
discretions which it is authorized or permitted to do or exercise, for and in
its behalf and in its name. In case any such additional trustee or separate
trustee shall become incapable of acting or cease to be such additional trustee
or separate trustee the property, rights, powers,

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<PAGE>

trusts, duties and obligations of such additional trustee or separate trustee,
as the case may be, so far as permitted by Applicable Law, shall vest in and be
exercised by Indenture Trustee, without the appointment of a new successor to
such additional trustee or separate trustee, unless and until a successor is
appointed in the manner hereinbefore provided.

(c) Requests, etc. Any request, approval or consent in writing by
Indenture Trustee to any additional trustee or separate trustee shall be
sufficient warrant to such additional trustee or separate trustee, as the case
may be, to take the requested, approved or consented to action.

(d) Subject to Indenture, etc. Each additional trustee and separate
trustee appointed pursuant to this Section 7.2 shall be subject to, and shall
have the benefit of Articles 3 through 9 hereof insofar as they apply to
Indenture Trustee. Notwithstanding any other provision of this Section 7.2, (i)
the powers, duties, obligations and rights of any additional trustee or separate
trustee appointed pursuant to this Section 7.2 shall not in any case exceed
those of Indenture Trustee hereunder, (ii) all powers, duties, obligations and
rights conferred upon Indenture Trustee in respect of the receipt, custody,
investment and payment of moneys or the investment of moneys shall be exercised
solely by Indenture Trustee and (iii) no power hereby given to, or exercisable
as provided herein by, any such additional trustee or separate trustee shall be
exercised hereunder by such additional trustee or separate trustee except
jointly with, or with the consent of, Indenture Trustee.

ARTICLE 8
SUPPLEMENTS AND AMENDMENTS TO THIS
INDENTURE AND OTHER DOCUMENTS

SECTION 8.1 Supplemental Indenture and Other Amendment With Consent;
Conditions and Limitations. At any time and from time to time, subject to
Section 11.3 of the Participation Agreement and Section 8.3 hereof, but only
upon the written direction of a Majority in Interest of Noteholders and the
consent of Owner Trustee, (a) Owner Trustee and Indenture Trustee shall execute
an amendment or supplement hereto for the purpose of adding provisions to, or
changing or eliminating provisions of, this Indenture as specified in such
request, and (b) Owner Trustee and Indenture Trustee, as the case may be, shall
enter into or consent to such written amendment of or supplement to any Assigned
Document as each other party thereto may agree to and as may be specified in
such request, or execute and deliver such written waiver or modification of or
consent to the terms of any such agreement or document as may be specified in
such request; provided, however, that without the consent of Owner Trustee and
Noteholders representing one hundred percent (100%) of the outstanding principal
amount of Notes, such percentage to be determined in the same manner as provided
in the definition of the term "Majority in Interest of Noteholders," no such
supplement to or amendment of this Indenture, the Trust Agreement or any
Assigned Document, or waiver or modification of or consent to the terms hereof
or thereof, shall (i) modify any of the provisions of Section 3.8, 8.1 or
Article 9 of the Lease, the definitions of the terms "Lease Default," "Lease
Event of Default," "Indenture Default," "Indenture Event of Default," "Majority
in Interest of Noteholders," "Excepted Payments" or the percentage of
Noteholders required to take or approve any action hereunder, (ii) change the
amount or the time of payment of any amount owing or payable under any Note or
change the rate or manner of calculation of interest payable on any Note, (iii)
alter or modify the provisions of Article 3 hereof with respect to the manner of
payment or the order of priorities

39
<PAGE>

in which distributions thereunder shall be made as between the Noteholders and
Owner Trustee, (iv) reduce, modify or amend any indemnities or any obligations
under Article 6 of the Participation Agreement in favor of any Indemnitee
(unless consented to by such Person), (v) reduce the amount (except to any
amount as shall be sufficient to pay the aggregate principal of, premium, if
any, and interest on all outstanding Notes) or extend the time of payment of
Rent, Stipulated Loss Value or Termination Value except as expressly provided in
Article 8 of the Participation Agreement, or change any of the circumstances
under which Rent, Stipulated Loss Value or Termination Value is payable, (vi)
consent to any assignment of the Lease, except as expressly provided in the
Lease, or sublease of all or any part of the Undivided Interest or any other
Leased Assets, or reduce Lessee's obligations in respect of the payment of Rent,
Stipulated Loss Value, Special Stipulated Loss Value or Termination Value or
change the absolute and unconditional character of such obligations as set forth
in Article 3 of the Lease, (vii) amend the terms of Section 18.11 of the Lease,
take any action which would reduce the term of the Lease, the Supporting Assets
Lease, the Supporting Assets Sublease, the Ownership Agreement or the Operating
Agreement, (viii) change the nonrecourse nature of the obligations of Owner
Trustee, (ix) alter the effect of the REA Consent or (x) in the judgment of the
Indenture Trustee materially adversely affect the rights or remedies for the
benefit of any Noteholder provided in this Indenture (including, without
limitation, those set forth in Article 4 hereof) and the Sections of the Lease
regarding Lease Events of Default and remedies thereunder, permit the creation
of any Lien on the Indenture Estate or any part thereof, or deprive any
Noteholder of the benefit of the Lien of this Indenture on the Indenture Estate.
Anything to the contrary herein contained notwithstanding, without the necessity
of the consent of any Noteholder or Indenture Trustee, any indemnities in favor
of Owner Participant may be modified, amended or changed in such manner as shall
be agreed to by Owner Participant and Lessee. Nothing in this Section 8.1 shall
impair the rights of Indenture Trustee, as assignee of Owner Trustee under the
Granting Clause hereof, after Owner Trustee shall have no further right, title
or interest in and to the Indenture Estate, to give any consent or waiver, or
take any other action in this Section 8.1 contemplated to be taken, by Owner
Trustee.

SECTION 8.2 Supplemental Indentures and other Amendments Without Consent.
Without the consent of any Noteholders but subject to the provisions of Section
8.3, and only after notice thereof shall have been sent to the Noteholders and
with the consent of Owner Trustee, Indenture Trustee and Owner Trustee shall
enter into any indenture or indentures supplemental hereto or execute any
amendment, modification, supplement, waiver or consent with respect to any other
Operative Document (a) to evidence the succession of another Person as an Owner
Trustee in accordance with the terms of the Trust Agreement or to evidence the
succession of a successor as Indenture Trustee hereunder, the removal of
Indenture Trustee or the appointment of any separate or additional trustee or
trustees, in each case if done pursuant to the provisions of Article 7 hereof,
(b) to confirm or amplify the description of any property at any time subject to
the Lien of this Indenture or to convey, transfer, assign, mortgage or pledge
any property to or with Indenture Trustee, (c) to provide for any evidence if
the creation and issuance of any Additional Notes pursuant to, and subject to
the conditions of, Section 2.12, (d) to cure any ambiguity in, to correct or
supplement any defective or inconsistent provision of, or to add to or modify
any other provisions and agreements in, this Indenture or any other Operative
Document in any manner that will not in the judgment of the Indenture Trustee
materially adversely affect the interests of the Noteholders, (e) grant or
confer upon Indenture Trustee for the benefit of the Noteholders any additional
rights, remedies, powers, authority or security

40
<PAGE>

which may be lawfully granted or conferred and which are not contrary or
inconsistent with Indenture, (f) add to the covenants or agreements to be
observed by Owner Trustee and which are not contrary to this Indenture or
surrender any right or power of Owner Trustee, provided it has consented
thereto, (g) if required by Applicable Law, qualify this Indenture under the
provisions of the Trust Indenture Act of 1939, as amended, and (h) any indenture
or indentures Supplemental hereto or any amendment, modification, supplement or
waiver on consent with respect to any other Operative Document, provided such
supplemental indenture, amendment, modification, supplement or waiver or consent
shall not, in the judgment of the Indenture Trustee, materially adversely affect
the interest of the Noteholders, provided, however, that no such amendment,
modification, supplement, waiver or consent contemplated by this Section 8.2
shall, without the consent of the holder of each then outstanding Note, cause
any of the events specified in clauses (i) through (x) of the first sentence of
Section 8.1 hereof to occur.

SECTION 8.3 Conditions to Action by Indenture Trustee. If in the opinion
of Indenture Trustee any document required to be executed pursuant to the terms
of Section 8.1 or 8.2 or the election referred to in Section 9.12 hereof
adversely affects any immunity or indemnity in favor of Indenture Trustee under
this Indenture or the Participation Agreement, or would materially increase its
administrative duties or responsibilities hereunder or thereunder or may result
in personal liability for it (unless it shall have been provided an indemnity
satisfactory to Indenture Trustee), Indenture Trustee may in its discretion
decline to execute such document or the election. With every such document and
election, Indenture Trustee shall be furnished with evidence that all necessary
consents have been obtained and with an opinion of counsel that such document
complies with the provisions of this Indenture, does not deprive Indenture
Trustee or the holders of the Notes of the benefits of the Lien hereby created
on any property subject hereto or of the assignments contained herein (except as
otherwise consented to in accordance with Section 8.1 hereof) and that all
consents required by the terms hereof in connection with the execution of such
document or the making of such election have been obtained. Indenture Trustee
shall be fully protected in relying on such opinion.

ARTICLE 9
MISCELLANEOUS

SECTION 9.1 Surrender, Defeasance and Release.

(a) Surrender and Cancellation of Indenture. This Indenture shall be
surrendered and cancelled and the trusts created hereby shall terminate and this
Indenture shall be of no further force or effect upon satisfaction of the
conditions set forth in the proviso to the Conveyance Clause hereof. Upon any
such surrender, cancellation, and termination, Indenture Trustee shall pay all
moneys or other properties or proceeds constituting part of the Indenture Estate
(the distribution of which is not otherwise provided for herein) to Owner
Trustee, and Indenture Trustee shall, upon request and at the cost and expense
of Owner Trustee, execute and deliver proper instruments acknowledging such
cancellation and termination and evidencing the release of the security, rights
and interests created hereby. If this Indenture is terminated pursuant to this
Section 9.1(a), Indenture Trustee shall promptly notify Lessee and Owner
Participant of such termination.

41
<PAGE>

(b) Defeasance of Notes. Any Note shall, prior to the maturity or
redemption date thereof, be deemed to have been paid within the meaning and with
the effect expressed in this Section 9.1 if (i) there shall have been deposited
with Indenture Trustee either moneys in an amount which shall be sufficient, or
U.S. Government Obligations, the principal of and the interest on which when
due, and without any reinvestment thereof, will provide moneys in an amount
which shall be sufficient, together with the moneys, if any, deposited with or
held by Indenture Trustee at the same time (such sufficiency to be established
by the delivery to Indenture Trustee or such other trustee of a certificate of
an independent public accountant), to pay when due the principal of and premium,
if any, and interest due and to become due on said Note on and prior to the
redemption date or maturity date thereof, as the case may be, and (ii) in the
event said Note does not mature or is not to be redeemed within the next 45
days, Indenture Trustee shall have been given irrevocable instructions to give,
as soon as practicable, a notice to the registered holder of such Note that the
deposit required by subclause (i) above has been made with Indenture Trustee and
that said Note is deemed to have been paid in accordance with this Section
9.1(b) and stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of and premium, if any, and interest
on said Note. Neither the U.S. Government Obligations nor moneys deposited with
Indenture Trustee pursuant to this Section 9.1(b) or principal or interest
payments on any such U.S. Government Obligations shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the payment of the
principal of and premium, if any, and interest on said Note; provided, however,
that any cash received from such principal or interest payments on such U.S.
Government Obligations deposited with Indenture Trustee shall be reinvested in
accordance with Section 3.4 hereof in U.S. Government Obligations. At such time
as any Note shall be deemed paid as aforesaid, it shall no longer be secured by
or entitled to the benefits of the Indenture Estate or this Indenture, except
that (i) such Note shall be entitled to the benefits of the portions of the
Indenture Estate described in Granting Clauses (4), (5) and (8), to the extent
such portions relate to such moneys or U.S. Government Obligations deposited
with Indenture Trustee, (ii) the provisions of Sections 2.8 and 2.9 shall
continue to apply to such Note and (iii) the duties and immunities of the
Indenture Trustee hereunder shall continue with respect to such Note.
Notwithstanding the foregoing, Owner Trustee shall not make or cause to be made
the deposit of moneys or property provided for by this Section 9.1(b) unless it
shall have delivered to Indenture Trustee an opinion or opinions of counsel
reasonably satisfactory to Indenture Trustee to the effect that (1) either (x)
as a result of such deposit, registration will not be required under the
Investment Company Act by Owner Trustee of the trust funds representing such
deposit or by Indenture Trustee, or (y) all necessary registration under said
Act has been effected and (2) the deposit of such moneys or U.S. Government
Obligations by Owner Trustee will not be subject to "claw back" as being a
preferential payment in respect of the bankruptcy or insolvency of any Person.

(i) Whenever a Component is replaced pursuant to Section 3(e) of the
Operating Agreement, Indenture Trustee shall release the replaced
Component from the Lien of this Indenture and execute and deliver
to, and as directed in writing by, Lessee or Owner Trustee an
appropriate instrument (in due form for recording) releasing the
replaced Component from the Lien of this Indenture.

42
<PAGE>

(ii) Whenever Lessee is entitled to acquire or have transferred to it the
Undivided Interest pursuant to the express terms of the Lease,
Indenture Trustee shall release the Indenture Estate from the Lien
of this Indenture and execute and deliver to, or as directed in
writing by, Lessee or Owner Trustee an appropriate instrument (in
due form for recording) releasing the Indenture Estate from the Lien
of this Indenture; provided that all sums secured by this Indenture
have been paid to the Persons entitled to such sums.

SECTION 9.2 Appointment of Indenture Trustee as Attorney; Further
Assurances. Owner Trustee hereby constitutes Indenture Trustee the true and
lawful attorney of Owner Trustee irrevocably with full power (in the name of
Owner Trustee or otherwise) to ask, require, demand, receive, compound and give
acquittance for any and all moneys and claims for moneys due and to become due
under or arising out of the Assigned Documents (except to the extent that such
moneys and claims constitute Excepted Payments), to endorse any checks or other
instruments or orders in connection therewith to make all such demands and to
give all such notices as are permitted by the terms of the Lease to be made or
given by Owner Trustee upon the occurrence and continuance of a Lease Default or
a Lease Event of Default, to enforce compliance by Lessee with all terms and
provisions of the Lease (except as otherwise provided in Sections 4.3 and 5.6
hereof), and to file any claims or take any action or institute any proceedings
which Indenture Trustee may request in the premises.

SECTION 9.3 Indenture for Benefit of Certain Persons Only. Nothing in this
Indenture, whether express or implied, shall be construed to give to any Person
other than the parties hereto, Owner Participant, Lessee (with respect to
Sections 4.13 and 8.1 hereof) and the Noteholders (and any successor or assign
of any thereof) any legal or equitable right, remedy or claim under or in
respect of this Indenture, and this Indenture shall be for the sole and
exclusive benefit of the parties hereto, Owner Participant, Lessee (as provided
in Sections 4.13 and 8.1 hereof) and the Noteholders of the Notes.

SECTION 9.4 Notices; Furnishing Documents, etc. Unless otherwise
specifically provided herein, all notices, requests, demands and other
communications required or contemplated by the provisions hereof shall be in
writing, and any such notice shall become effective if given in accordance with
Article 11 of the Participation Agreement. Owner Trustee shall furnish to
Indenture Trustee and Indenture Trustee shall furnish to each Noteholder
promptly upon written receipt thereof, a duplicate or copy of all reports,
notices, requests, demands, certificates, financial statements and other
instruments furnished to Owner Trustee, Bank or Georgia Bank under any Operative
Document, including, without limitation a copy of each insurance certificate,
report or notice received pursuant to Article 12 of the Lease, to the extent
that any of the same has not already been distributed to Indenture Trustee and
each Noteholder.

SECTION 9.5 Severability. Any provision of this Indenture which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating or rendering unenforceable the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

43
<PAGE>

SECTION 9.6 Liability Limited. Anything therein to the contrary
notwithstanding, all and each of the representations, warranties, undertakings
and agreements herein made on the part of Owner Trustee are made and intended
not as personal representations, warranties, undertakings and agreements by or
for the purpose or with the intention of binding Bank or Georgia Bank
- -personally but are made and intended for the purpose of binding only the Trust
Estate, and this Indenture is executed and delivered by the Owner Trustee solely
in the exercise of the powers expressly conferred upon it as Owner Trustee under
the Trust Agreement; and no personal liability or responsibility is assumed
hereunder by or shall at any time be enforceable against Bank or Georgia Bank,
or any predecessor or successor in trust, or Owner Participant on account of any
representation, warranty, undertaking or agreement hereunder of Owner Trustee,
either expressed or implied, all such personal liability, if any, being
expressly waived by Indenture Trustee and each Noteholder, except that Indenture
Trustee or any Person claiming by, through or under it, making claim hereunder,
may look to the Trust Estate for satisfaction of the same and Bank or Georgia
Bank or their predecessors or successors in trust, as applicable, shall be
personally liable for their individual gross negligence and willful misconduct.
Each time a successor Owner Trustee is appointed in accordance with the terms of
the Trust Agreement, such successor Owner Trustee shall, without further act,
succeed to all the rights, duties, immunities and obligations of its predecessor
Owner Trustee hereunder and under the other Operative Documents, and the
predecessor Owner Trustee shall be released from all further duties and
obligations hereunder and under the other Operative Documents, all without the
necessity of any consent or approval by Indenture Trustee or any Noteholder and
without in any way altering the terms of this Indenture or such other Operative
Documents; provided, however, that the predecessor Owner Trustee shall remain
personally liable for its own gross negligence and willful misconduct. In the
case of any appointment of a successor Owner Trustee in which Owner Trustee is
not the surviving corporation, the successor Owner Trustee shall give prompt
written notice thereof to the Indenture Trustee, the Lessee and the Noteholders.

SECTION 9.7 Written Changes Only. Subject to Sections 8.1 and 8.2 hereof,
no term or provision of this Indenture or any Note may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the Person against whom enforcement of the change, waiver, discharge or
termination is sought; and any waiver of the terms hereof or of any Note shall
be effective only in the specific instance and for the specific purpose given.

SECTION 9.8 Counterparts. This Indenture may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument. Fully executed sets of counterparts shall be
delivered to, and retained by, Owner Trustee and Indenture Trustee.

SECTION 9.9 Successors and Assigns. All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns and each Noteholder. Any request,
notice, direction, consent, waiver or other instrument or action by any
Noteholder shall bind the successor and assigns thereof.

SECTION 9.10 Headings; References, etc. The table of contents hereof and
headings of the various Articles, Sections and subsections herein are for
convenience

44
<PAGE>

of reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof.

SECTION 9.11 Governing Law. This Indenture and the Notes shall in all
respects be governed by, and construed in accordance with, the laws of the State
of Georgia.

SECTION 9.12 Reorganization Proceedings with Respect to the Trust Estate.
If (a) the Trust Estate becomes a debtor subject to the reorganization
provisions of Title 11 of the United States Code, or any successor provisions,
(b) pursuant to such reorganization provisions Owner Participant is required by
reason of Owner Participant's being held to have recourse liability that it
would not otherwise have had under Section 2.5 hereof to the debtor or the
trustee of the debtor, directly or indirectly, to make payment on account of any
amount payable as principal or interest on the Notes and (c) any Noteholder or
Indenture Trustee actually receives any Excess Amount (as hereinafter defined)
which reflects any payment by Owner Participant on account of clause (b) above,
then such Noteholder or Indenture Trustee, as the case may be, shall promptly
refund such Excess Amount, without interest, to Owner Participant after receipt
by such Noteholder or Indenture Trustee, as the case may be, of a written
request for such refund by Owner Participant (which request shall specify the
amount of such Excess Amount and shall set forth in detail the calculation
thereof). For purposes of this Section 9.12, "Excess Amount" means the amount by
which such payment exceeds the amount which would have been received by such
holder and Indenture Trustee in respect of such principal or interest if Owner
Participant had not become subject to the recourse liability referred to in
clause (b) above. Nothing contained in this Section 9.12 shall prevent Indenture
Trustee or any Noteholder from enforcing any personal recourse obligations (and
retaining the proceeds thereof) of Owner Participant under the Participation
Agreement.

The Noteholders and Indenture Trustee agree that should the Trust Estate become
a debtor subject to the reorganization Provisions of the Bankruptcy Act, they
shall upon the request of Owner Participant, and provided that the making of the
election hereinafter referred to is permitted to be made by them under
Applicable Law and will not have any adverse impact on any Noteholder, Indenture
Trustee or the Indenture Estate other than as contemplated by the preceding
paragraph, make the election referred to in Section 1111(b)(1)(A)(i) of Title 11
of the Bankruptcy Act or any successor provision if, in the absence of such
election, the Noteholders would have recourse against Owner Participant for the
payment of the indebtedness represented by the Notes in circumstance in which
such Noteholders would not have recourse under this Indenture if the Trust
Estate had not become a debtor under the Bankruptcy Act.

(Remainder of Page Intentionally Left Blank)

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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed on the day and year first above written.

Signed, sealed and delivered this WILMINGTON TRUST COMPANY, not in its
17 day of December, 1997 individual capacity but solely as Owner
in the presence of: Trustee under the Trust Agreement

/s/ Lori L. Clayton By: /s/ Joseph B. Feil
- --------------------- ----------------------------
Name: Joseph B. Feil
Title: Financial Services Officer
/s/ Roseline K. Maney
- ---------------------
Notary Public

My commission expires: Attest: /s/ Ann E. Roberts
-------------------------
Name: Ann E. Roberts
Title: Assistant Secretary

April 9, 1999
- --------------------
[NOTARY SEAL] [CORPORATE SEAL]
<PAGE>

Signed, sealed and delivered this NATIONSBANK, N.A., acting through its
17 day of December, 1997 agent, THE BANK OF NEW YORK, not in its
in the presence of: individual capacity but solely as Owner
Trustee under the Trust Agreement

/s/ Mark Bron By: /s/ Stefan Victory
- ------------------------ -----------------------------
Name: Stefan Victory
Title: Agent
/s/ Cherie S. White
- ------------------------
Notary Public

My commission expires:

April 9, 2001 Attest: /s/ Elizabeth Talley
- ---------------------- -------------------------
[NOTARY SEAL] Name: Elizabeth Talley
Title: Agent

[CORPORATE SEAL]

Signed, sealed and delivered this THE BANK OF NEW YORK TRUST
17 day of December, 1997 COMPANY OF FLORIDA, N.A., as Indenture
in the presence of : Trustee under this Amended and Restated
Indenture of Trust, Deed to Secure Debt
and Security Agreement No. 2

/s/ David John
- --------------------------

/s/ Will Moye By: /s/ Howard L. Shellkopf
- -------------------------- -----------------------------
Notary Public Name: Howard L. Shellkopf
Title: Agent

My commission expires:

November 19, 2000 Attest: /s/ Julz Burgess
- ------------------- -------------------------
[NOTARY SEAL] Name: Julz Burgess
Title: Agent

[CORPORATE SEAL]
<PAGE>

Pursuant to Section 11.3 of the Participation Agreement No. 2, the
undersigned hereby consents to, and acknowledges receipt of, an executed
counterpart of this Indenture.

Signed, sealed and delivered this OGLETHORPE POWER CORPORATION
17 day of December, 1997 (AN ELECTRIC MEMBERSHIP
in the presence of: CORPORATION)

/s/ Lynda L. Clark By: /s/ T.D. Kilgore
- --------------------------- ---------------------------
Name: T.D. Kilgore
Title: President and Chief
Executive Officer
/s/ Thomas J. Brendiar
- --------------------------
Notary Public

My commission expires: Attest: /s/ Patricia N. Nash
------------------------
Name: Patricia N. Nash
November 14, 2000 Title: Secretary
- -----------------
[NOTARY SEAL]

[CORPORATE SEAL]
<PAGE>

APPENDIX A

DEFINITIONS

<PAGE>

(i)

Defined Term Page
- ------------ ----
Account Code Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Additional Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
After-Tax Basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Aggregate Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . .1
Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Amendment to Operating Agreement . . . . . . . . . . . . . . . . . . . . . .2
Amendment to Ownership Agreement . . . . . . . . . . . . . . . . . . . . . .2
Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Appraisal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Appraisal Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Assigned Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Authorized Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Basic Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Basic Term Commencement Date . . . . . . . . . . . . . . . . . . . . . . . .5
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Capital Improvement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Coal Stockpile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Code of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Common Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Common Facilities Site . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Consent and Agreement of Mortgagees. . . . . . . . . . . . . . . . . . . . .6
Construction Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Contractors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Co-Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Co-Owners' Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Dalton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Decommissioning Event. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Decommissioning Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .7

<PAGE>

(ii)

Deed and Bill of Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
E1M1000 through E1M1099 and E2M1000 through E2M1099. . . . . . . . . . . . .7
E1M1100 through E1M1199. . . . . . . . . . . . . . . . . . . . . . . . . . .7
E1M1800 through E1M1899. . . . . . . . . . . . . . . . . . . . . . . . . . .7
Ejectment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Engineer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . .7
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Event of Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Excepted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Facility Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Fair Market Rental Value or Fair Market Sales Value. . . . . . . . . . . . 10
Fair Market Rental Value Renewal Term. . . . . . . . . . . . . . . . . . . 11
Federal Power Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
FERC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Fixed Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Fixed Rate Portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Fixed Rate Renewal Term. . . . . . . . . . . . . . . . . . . . . . . . . . 11
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Global Common Facilities . . . . . . . . . . . . . . . . . . . . . . . . . 11
Global Common Facilities Co-Owners . . . . . . . . . . . . . . . . . . . . 11
Global Common Facilities Interest. . . . . . . . . . . . . . . . . . . . . 11
Global Common Facilities Site. . . . . . . . . . . . . . . . . . . . . . . 12
Governmental Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Governmental Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 12
GPC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Gulf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Handy-Whitman Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Holding Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Holding Company Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnitee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Trustee Office . . . . . . . . . . . . . . . . . . . . . . . . . 13
Indenture Trustee's Liens. . . . . . . . . . . . . . . . . . . . . . . . . 13
Integrated Transmission System . . . . . . . . . . . . . . . . . . . . . . 14
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Interim Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Investment Grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

<PAGE>

(iii)

Lease Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Lease Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Lease Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Leased Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessor Possession Date . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessor's Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessor's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lessor's Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Loan Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Local Common Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Local Common Facilities Co-Owners. . . . . . . . . . . . . . . . . . . . . 16
Local Common Facilities Interest . . . . . . . . . . . . . . . . . . . . . 16
Local Common Facilities Site . . . . . . . . . . . . . . . . . . . . . . . 16
Majority in Interest of Noteholders. . . . . . . . . . . . . . . . . . . . 16
MEAG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Mortgagees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Net Economic Return. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Note Register. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Officers' Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Operating Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Operative Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Other Co-Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Other Owner Participants . . . . . . . . . . . . . . . . . . . . . . . . . 18
Other Participation Agreements . . . . . . . . . . . . . . . . . . . . . . 18
Owner Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Owner Participant's Liens. . . . . . . . . . . . . . . . . . . . . . . . . 18
Owner Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Ownership Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Ownership Share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Participation Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Permitted Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Permitted Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Permitted Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

(iv)

Points of Interconnection. . . . . . . . . . . . . . . . . . . . . . . . . 21
Prime Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Pro Rata Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Prudent Utility Practice . . . . . . . . . . . . . . . . . . . . . . . . . 21
Public Utility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
PURPA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Rate Fixing Addendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Rated Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
REA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
REA Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
REA Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
REA Partial Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Redelivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Refinancing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Refinancing Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Refinancing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Regulatory Acts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Renewal Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Rent Differential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Rent Payment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
resulting entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Ruling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SAC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Scherer Project Agreements . . . . . . . . . . . . . . . . . . . . . . . . 23
Secured Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Stipulated Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . 24
Stipulated Loss Value. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Subsidiary Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Supplemental Financing . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Supplemental Financing Amount. . . . . . . . . . . . . . . . . . . . . . . 24
Supplemental Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Support Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Supporting Assets Lease. . . . . . . . . . . . . . . . . . . . . . . . . . 25
Supporting Assets Sublease . . . . . . . . . . . . . . . . . . . . . . . . 25
System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Tax Indemnification Agreement. . . . . . . . . . . . . . . . . . . . . . . 25
Termination Date and Termination Notice. . . . . . . . . . . . . . . . . . 26

<PAGE>

(v)

Termination Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transaction Expenses Account . . . . . . . . . . . . . . . . . . . . . . . 26
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Undivided Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Uniform System of Accounts . . . . . . . . . . . . . . . . . . . . . . . . 27
Unit 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Unit 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Unit 2 Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Unit 2 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Unit 2 Site. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Unit 2 Site Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Unit 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Unit 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Unit Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

<PAGE>

APPENDIX A

"Account Code Number" shall mean any of the seven-digit numbers which
represent any of the assets listed on Schedule 6 to the Participation Agreement,
with the first three digits representing the number in the Uniform System of
Accounts, and the last four digits representing the number in the Code of
Accounts.

"Additional Notes" shall have the meaning set forth in Section 2.13 of the
Indenture.

"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, the term
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

"After-Tax Basis" shall mean, with respect to any payment received or
deemed to have been received by any Person, the amount of such payment
supplemented by a further payment to that Person so that the sum of the two
payments, after deduction of all Taxes and other charges (taking into account
any credits or deductions arising therefrom) resulting from the receipt (actual
or constructive) of such two payments imposed under any Federal, state or local
law or by a Governmental Authority or any taxing authority of any thereof, shall
be equal to the payment received or deemed to have been received.

"Aggregate Transaction Expenses" shall mean the sum of (a) the amounts
referred to in clause (b) of the definition of "Aggregate Transaction Expenses"
contained in Appendix A to the Other Participation Agreements, plus (b) all
fees, expenses, disbursements and costs incurred by or on behalf of Owner
Trustee, Participants or Indenture Trustee in connection with the preparation,
execution and delivery of the Operative Documents and the purchasing and leasing
on the Closing Date of the Undivided Interest, including, without limitation:

(i) the reasonable fees, expenses and disbursements of the
counsel referred to in paragraphs (x) through (ee) of Section 4.2 of the
Participation Agreement,

<PAGE>

(ii) the fees, expenses and disbursements of Owner Trustee and
Indenture Trustee incurred on or prior to the Closing Date in connection with
such transactions,

(iii) the cost of the Appraisal referred to in Section 4.2(p) of
the Participation Agreement,

(iv) the cost of the Engineer's Certificate referred to in
Section 4.2(n) of the Participation Agreement,

(v) the fees and expenses of Merrill Lynch Capital Markets
incurred on or prior to the Closing Date in connection with such transactions,

(vi) the out-of-pocket expenses of Lease Management Corporation
incurred on or prior to the Closing Date in connection with such transactions,
and

(vii) all other expenses in connection with such transaction,
including, without limitation, printing and other document reproduction and
distribution expenses and all fees, Taxes and other charges payable in
connection with the recording or filing of instruments and financing statements
described in the Participation Agreement or required pursuant to the provisions
of the Indenture; provided, however, that Aggregate Transaction Expenses shall
not include (x) any amount payable by any Participant as brokerage fees or
commissions, (y) any amount payable by Owner Participant pursuant to the proviso
to the second sentence of Section 9.1 of the Participation Agreement, and (z)
all amounts payable under provisions of the Other Participation Agreements
similar to the provisions referred to in the foregoing clause (y).

"Alterations" shall mean alterations, modifications, additions and
improvements to Unit 2, but shall not include any original or substitute or
replacement Components.

"Amendment to Operating Agreement" shall mean the Amendment to the
Operating Agreement, dated the Closing Date, among GPC, Lessee, MEAG and Dalton,
substantially in the form of Exhibit H to the Participation Agreement.

"Amendment to Ownership Agreement" shall mean the Amendment to the
Ownership Agreement, dated the Closing Date, among GPC, Lessee, MEAG and Dalton,
substantially in the form of Exhibit I to the Participation Agreement.

<PAGE>

"Applicable Law" shall mean all applicable laws, including, without
limitation, Federal and state securities laws, ordinances, judgments, decrees,
injunctions, writs and orders of any Governmental Authority and rules,
regulations, orders, interpretations, licenses and permits of any Governmental
Authority.

"Appraisal" shall mean an appraisal, dated not more than ten days prior to
the Closing Date, of Burns and Roe, Inc., or other firm of independent
appraisers or engineers selected by Lessee and Owner Participant, specifying the
fair market value, useful life and residual value of the Undivided Interest.

"Appraisal Procedure" shall mean a procedure whereby two independent
appraisers, one chosen by Lessee and one by Lessor, shall agree upon the
determinations then the subject of appraisal. Lessor or Lessee, as the case may
be, shall deliver a written notice to the other appointing its appraiser within
15 days after receipt from the other of a written notice appointing its
appraiser and specifying the determination to be made. If the party receiving
such written notice shall fail to appoint its appraiser within 15 days after
receipt of the foregoing written notice, the determination of the value in
question by the single appraiser appointed by the party giving such written
notice shall be final, binding and conclusive on Lessor and Lessee. Each
appraiser then shall prepare a written appraisal with respect to the
determinations which then are the subject of appraisal. If within 30 days after
appointment of the two appraisers, as described above, the two appraisers are
unable to agree upon the amount in question, a third independent appraiser shall
be chosen within 10 days thereafter by the mutual consent of such first two
appraisers or, if such first two appraisers fail to agree upon the appointment
of a third appraiser within such 10 day period, such appointment shall be made
by the American Arbitration Association, or any organization successor thereto,
from a panel of appraisers having experience in the business of operating an
electric generating plant and a familiarity with equipment used or operated in
such business. The decision of the third appraiser so appointed and chosen
shall be given within 10 days after the selection of such third appraiser. If
three appraisers shall be appointed and the determination of one appraiser is
disparate from the median of all three determinations by more than twice the
amount by which the other determination is

<PAGE>

disparate from the median, then the determination of such appraiser shall be
excluded, the remaining two determinations shall be averaged and such average
shall be binding and conclusive on Lessor and Lessee; otherwise the average of
all three determinations shall be binding and conclusive on Lessor and Lessee.
The fees and expenses of the appraiser appointed by Lessee, shall be paid by
Lessee, the fees and expenses of the appraiser appointed by Lessor shall be paid
by Lessor and the fees and expenses of the third appraiser shall be divided
equally between Lessee and Lessor, except that all fees and expenses of all the
appraisers shall be paid by Lessee in the case of any appraisal in connection
with Article 15 of the Lease or in connection with either Article 4 or 5 of the
Lease, if Lessee shall fail to elect either to renew the Lease or purchase the
Undivided Interest.

"Assigned Documents" shall have the meaning ascribed thereto in the
Granting Clause of the Indenture.

"Assignment" shall mean the Assignment of Interest in Ownership Agreement
and Operating Agreement, dated the Closing Date, between Lessee and Owner
Trustee, bearing the same number as the Participation Agreement, and
substantially in the form of Exhibit G to the Participation Agreement, as the
same may be amended, modified or supplemented from time to time in accordance
with the provisions thereof, of the Indenture, of the Co-Owners' Consent and of
the Participation Agreement.

"Authorized Officer" shall mean, with respect to Indenture Trustee, any
officer of Indenture Trustee who shall be duly authorized by appropriate
corporate action to authenticate a Note and shall mean, with respect to Owner
Trustee, any officer of Owner Trustee who shall be duly authorized by
appropriate corporate action to execute any Operative Document.

"Bank" shall mean Wilmington Trust Company, a Delaware banking corporation.

"Basic Rent" shall mean, with respect to the Interim Term, the rent payable
pursuant to Section 3.1 of the Lease, with respect to the Basic Term, the rent
payable pursuant to Section 3.2 of the Lease and, with respect to any Renewal
Term, the rent payable pursuant to Section 4.3 of the Lease.

"Basic Term" shall mean the period commencing on the Basic Term
Commencement Date and ending on June 30, 2013, or such shorter period as may
result from earlier termination of the Lease as provided therein.

<PAGE>

"Basic Term Commencement Date" shall mean January 1, 1986.

"Business Day" shall mean any day other than a Saturday or Sunday or any
other day on which banks are authorized or obligated to remain closed in New
York, New York, Wilmington, Delaware or Atlanta, Georgia.

"Capital Improvement" shall mean an Alteration or replacement of any
Component, the Cost of which Alteration or replaced Component may be
capitalized, and not charged to maintenance or repairs, in accordance with the
Uniform System of Accounts.

"Claims" shall mean liabilities, obligations, losses, damages, penalties,
claims (including, without limitation, claims involving liability in tort,
strict or otherwise), actions, suits, judgments, costs, expenses and
disbursements, whether or not any of the foregoing shall be founded or unfounded
(including, without limitation, reasonable legal fees and expenses and
reasonable costs of investigation of any kind and nature whatsoever without any
limitation as to amount).

"Closing" shall mean the proceedings which occur on the Closing Date, as
contemplated by the Participation Agreement.

"Closing Date" shall mean the date of the Participation Agreement.

"Coal" shall mean coal of such kind and quality as may be burned in Unit
2's boiler in accordance with the plans and specifications for Unit 2.

"Coal Stockpile" shall mean the stockpile of Coal maintained from time to
time for the Units (and if served thereby, Unit 3 and Unit 4) (defined as the
"Plant Scherer Coal Stockpile" in the Ownership Agreement).

"Code" shall mean the Internal Revenue Code of 1954, as amended, or any
comparable successor law.

"Code of Accounts" shall mean the system of accounts used by GPC and
Lessee.

"Common Facilities" shall mean, collectively, the Global Common Facilities
and the Local Common Facilities.

<PAGE>

"Common Facilities Site" shall mean, collectively, the Global Common
Facilities Site and the Local Common Facilities Site.

"Components" shall mean appliances, parts, instruments, appurtenances,
accessories, equipment and other property of whatever nature that may from time
to time be incorporated in Unit 2 or any part thereof.

"Consent and Agreement of Mortgagees" shall mean the Consent and Agreement
of Mortgagees, dated the Closing Date, among The United States of America,
Columbia Bank for Cooperatives, Trust Company Bank, as Trustee under certain
Bond Indentures therein specified, Owner Trustee, Indenture Trustee and Lessee,
bearing the same number as the Participation Agreement, and substantially in the
form of Exhibit K to the Participation Agreement, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions
thereof, of the Indenture and of the Participation Agreement.

"Construction Contracts" shall mean all contracts to which any or all of
GPC, Dalton, MEAG or Lessee are a party, relating to, among other things, the
design, manufacture or construction of, or purchase of equipment for, Unit 2 or
the Common Facilities.

"Contractors" shall mean the contractors party to the Construction
Contracts.

"Co-Owner" shall mean any owner from time to time of an Ownership Share in
Unit 2 under the Ownership Agreement.

"Co-Owners' Consent" shall mean the Consent, Amendment and Assumption,
dated the Closing Date, among GPC, Lessee, MEAG, Dalton, Gulf and Owner Trustee,
bearing the same number as the Participation Agreement, and substantially in the
form of Exhibit J to the Participation Agreement, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions
thereof, of the Indenture and of the Participation Agreement.

"Cost" shall mean, with respect to any Capital Improvement, the actual cost
or purchase price thereof, all as determined by Lessee or the Operator in
accordance with GAAP and confirmed to Lessor, and such Cost shall include the
properly allocable direct and indirect overheads of Lessee or the Operator
incurred by Lessee or the Operator, respectively, in respect of the acquisition
and installation of such Capital Improvement.

<PAGE>

"Dalton" shall mean the City of Dalton, an incorporated municipality in the
State of Georgia.

"Decommissioning Event" shall mean the permanent decommissioning and
retiring from commercial service of Unit 2.

"Decommissioning Expenses" shall mean an amount equal to 60% of the total
amount of fees and expenses incurred by Lessee and the Co-Owners (other than
Owner Trustee or the owner trustees under the Other Participation Agreements) in
connection with the Decommissioning Event.

"Deed and Bill of Sale" shall mean the General Warranty Deed and Bill of
Sale, dated the Closing Date, from Lessee to Lessor, bearing the same number as
the Participating Agreement, and substantially in the form of Exhibit M to the
Participation Agreement.

"E1M1000 through E1M1099" and "E2M1000 through E2M1099" shall mean any of
those various plot plans of the Units' mechanical division prepared by Southern
Services, Inc. for GPC.

"E1M1100 through E1M1199" shall mean any of those various Process Piping
and Instrument Diagrams of the Units prepared by Southern Services, Inc. for
GPC.

"E1M1800 through E1M1899" shall mean any of those various Below Grade Plans
of the Units prepared by Southern Services, Inc. for GPC.

"Ejectment" shall mean any exercise of remedies pursuant to Article 15 of
the Lease that results in Lessee losing the right to use or possession of the
Undivided Interest under the Lease.

"Engineer's Certificate" shall mean the certificate in the form attached as
Exhibit N to the Participation Agreement.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, or any comparable successor law.

"Event of Loss" shall mean any of the following events: (a) the loss of
Unit 2, in its entirety or substantially in its entirety, due to theft,
disappearance, destruction or, in the good faith and reasonable opinion of
Lessee (evidenced by a

<PAGE>

certified copy of the resolution of the Board of Directors of Lessee to that
effect), damage beyond economic repair; (b) the receipt of insurance proceeds
based upon an actual or constructive total loss with respect to Unit 2; (c) Unit
2, the Unit 2 Site or the Common Facilities (in their entirety or a substantial
portion of any thereof such that the then remaining portion cannot practically
be utilized for the purposes intended) shall have been condemned or otherwise
permanently rendered unfit for normal use, confiscated or seized, or title
thereto or use thereof shall have been requisitioned by any Governmental
Authority and, in the case of any such requisition, Lessee shall have lost the
use or possession of substantially all of Unit 2 or the Site for a period
exceeding 48 months; (d) the occurrence of a Decommissioning Event; (e) if at
any time after the Closing Date and before the Lessor Possession Date, Owner
Trustee or Owner Participant, or any Affiliate of either thereof, solely by
reason of its execution, delivery and performance of any of the Operative
Documents or the ownership of the Undivided Interest and without regard to (x)
any other activities or transactions which any such Person or any Affiliate
thereof is engaged in or is a party to or (y) any other activities or
transactions which any Other Owner Participant or Affiliate thereof is engaged
in or is a party to, including, without limitation, the transactions
contemplated by the Other Participation Agreements, shall become subject to
regulation (A) as a Public Utility, (B) as a Holding Company or a Subsidiary
Company (other than so long as by virtue or Rule 7(d) (or any comparable
successor thereto) of the General Rules and Regulations adopted under the
Holding Company Act by the Securities and Exchange Commission neither Lessor nor
Owner Participant is deemed to be a Holding Company or Subsidiary Company) or
(C) under federal (other than the Federal Power Act or the Holding Company Act)
or state laws pertaining to the regulation of public utilities as such (other
than regulations under which the obligations of Owner Participant, Owner Trustee
or such Affiliate of either thereof, by Lessee, and which Lessee has not failed
timely to discharge); provided, however, that no Event of Loss pursuant to this
clause (e) shall be deemed to have occurred (i) if such Owner Trustee or Owner
Participant, or an Affiliate of either thereof, either shall become so subject
to regulation as a result of an ownership or leasehold interest in any other
electric generation facility or transmission facility acquired after the Closing
Date, on the Closing Date or was so subject to regulation immediately prior to
the Closing on the

<PAGE>

Closing Date or on the date of becoming an Owner Trustee under the Trust
Agreement or an Owner Participant under the Participation Agreement, as the case
may be, (ii) in the case of subclause (C) of this clause (e), if the effect of
becoming so subject to regulation is not materially adverse to the Person
becoming subject to the same, in the reasonable judgment of such Person, (iii)
if the Person becoming subject to regulation has waived in writing the
application of this clause (e) (indefinitely or for a specific period of time),
or (iv) if Lessee, at its sole cost and expense, is contesting diligently and in
good faith any action by any Governmental Authority which otherwise would
constitute an Event of Loss under this clause (e), so long as (A) such contest
does not involve any danger of the foreclosure, sale, forfeiture or loss of, or
the creation of any Lien on, the Undivided Interest or any part thereof or any
interest therein, (B) Lessee shall have furnished Owner Trustee and Owner
Participant with an opinion of independent counsel satisfactory to each such
Person to the effect that there exists a reasonable basis for contesting such
determination, (C) such determination shall be effectively stayed or withdrawn
at all times during the period of such contest (and shall not be subject to
retroactive application at the conclusion of such contest) in a manner
satisfactory to Owner Trustee and Owner Participant, and (D) Lessee shall have
indemnified Owner Trustee and Owner Participant in a manner satisfactory to each
such Person for any liability or loss which either such Person may incur as a
result of Lessee's contest; or (f) at Lessee's election, if (i) Owner
Participant or Owner Trustee shall become subject to regulation as a Public
Utility, a Holding Company or a Subsidiary Company other than under the
circumstances described in clause (e) above; (ii) as a result thereof, (x) the
Lease is deemed to be a contract for the sale by Lessor of electric energy to
Lessee under Section 205 or 206 of the Federal Power Act, (y) Lessee shall
become subject to regulation which is contrary to the terms of the REA Mortgage,
its member contracts or any other agreement to which Lessee is a party or
Applicable Law to which Lessee is subject relating to the generation,
transmission, production or sale of electric power or steam energy, or (z)
Lessee shall become subject to regulation which would not otherwise be
applicable to Lessee and which Lessee, in its reasonable judgment, determines to
be materially adverse to Lessee; and (iii) within 60 days following such event,
Owner Participant or Owner Trustee, as the case may be, shall not have taken
such action as may be necessary in order to cease to be so regulated or, subject
to Article 12 of the Participation Agreement, shall have transferred the
Undivided Interest to an entity that is not so regulated.

<PAGE>

"Excepted Payments" shall mean and include (i) any indemnity or other
payment (whether or not Supplemental Rent) payable on an After-Tax Basis or
otherwise to Owner Participant or Owner Trustee (including in its individual
capacity) by the terms of Article 6 of the Participation Agreement or by the Tax
Indemnification Agreement, (ii) (A) any insurance proceeds payable to Owner
Participant or Owner Trustee (including in its individual capacity) under
liability policies maintained under any Operative Document for the benefit of
Owner Participant or Owner Trustee (including in its individual capacity) or (B)
insurance proceeds payable to Owner Participant or Owner Trustee under
insurance, if any, maintained by Owner Participant or Owner Trustee pursuant to
Article 12 of the Lease, in each case whether or not Supplemental Rent, (iii)
any amounts payable under any Operative Documents to reimburse Owner Trustee
(including in its individual capacity) or Owner Participant (including the
reasonable expenses of Owner Trustee or Owner Participant incurred in connection
with any such payment) in performing or complying with any of the obligations of
Lessee under and as permitted by any Operative Document and (iv) any payments in
respect of interest to the extent attributable to payments referred to in clause
(i) through (iii) above which constitute Excepted Payments.

"Facility" shall mean, collectively, the Common Facilities, Unit 2 and the
Site.

"Facility Costs" shall mean the amount specified in Section D of Schedule 1
to the Participation Agreement.

"Fair Market Rental Value" or "Fair Market Sales Value" of any property or
service as of any date shall mean the cash rent or cash price obtainable in an
arm's-length lease, or sale or supply, respectively, between an informed and
willing lessee or buyer (under no compulsion to lease or purchase) and an
informed and willing lessor or seller or supplier (under no compulsion to lease
or sell or supply) of the property or service in question, considering the then
current use of such property or service, and shall, in the case of the Undivided
Interest, be determined on the basis that lessee or buyer would have the rights
and obligations of Lessor provided in the Support Agreements without additional
consideration being paid therefor by such lessee or buyer. If, as of any date,
Unit 2 shall fail to be deemed, pursuant to Section 7.1(b) of the Lease, to have
been maintained in accordance with a standard of care not less than Prudent
Utility Practice, then Fair Market Rental Value and Fair Market Sales Value of
the Undivided Interest as of such date shall be determined on the assumption
that Unit 2 was

<PAGE>

maintained, during the Lease Term ending on such date, in accordance with
standard of care not less than Prudent Utility Practice.

"Fair Market Rental Value Renewal Term" shall mean any of the periods after
the end of the Basis Term or any Renewal Term with respect to which Lessee shall
exercise its option to renew the Lease pursuant to Section 4.2 thereof, or such
shorter period as may result from termination of such Lease as provided therein.

"Federal Power Act" shall mean the Federal Power Act, as amended.

"FERC" shall mean the Federal Energy Regulatory Commission or any successor
Governmental Authority.

"Fixed Rate" shall mean, with respect to any Fixed Rate Portion, the rate
of interest specified in the applicable Rate Fixing Addendum.

"Fixed Rate Portion" shall have the meaning set forth in Section 2.4(b) of
the Indenture.

"Fixed Rate Renewal Term" shall mean the period after the end of the Basic
Term with respect to which Lessee shall exercise its option to renew the Lease
pursuant to Section 4.1 thereof, or such shorter period as may result from
termination of such Lease as provided therein.

"GAAP" shall mean generally accepted accounting principles in the United
States in effect from time to time.

"Global Common Facilities" shall mean the Global Common Facilities Site and
all property (other that Local Common Facilities), whether real or personal, now
existing or hereafter acquired, constructed or installed for use in common stock
by one or both of the Units and one or both of Unit 3 or Unit 4 (other than the
Coal Stockpile), including, without limitation, the improvements, fixtures and
equipment described in Part B of Schedule 7 of the Participation Agreement
(defined as the "Plant Scherer Common Facilities" in the Ownership Agreement).

"Global Common Facilities Co-Owners" shall mean the Persons from time to
time having an Ownership Share in the Global Common Facilities (defined as the
"Plant Scherer Common Facilities Site" in the Ownership Agreement.

"Global Common Facilities Interest" shall mean an undivided interest, the
percentage of which is equal to one-fourth of the

<PAGE>

percentage of the Undivided Interest, as tenant-in-common with Global Common
Facilities Co-Owners, in the Global Common Facilities.

"Global Common Facilities Site" shall mean the land described as Parcel 3
in Schedule 10 to the Participation Agreement.

"Governmental Action" shall mean any authorization, consent, approval,
waiver, exception, variance, order, license, exemption, permit, publication,
registration, filing or declaration of or with any Governmental Authority (other
than routine reporting requirements the failure to comply with which will not
affect the validity or enforceability of any of the Operative Documents or have
a material adverse effect on the transactions contemplated by the Participation
Agreement), the giving of notice to any Governmental Authority or other action
in respect of any Governmental Authority and shall include, without limitation,
those siting, environmental and operating permits and licenses which are
required for the use and operation of Unit 2, including the Undivided Interest.

"Governmental Authority" shall mean any Federal, state, county, municipal,
regional or other governmental authority, agency, board or court and any other
entity exercising executive, legislative, judicial, regulatory or administrative
functions of government.

"GPC" shall mean Georgia Power Company, a corporation organized and
existing under the laws of the State of Georgia.

"Gulf" shall mean Gulf Power Company, a corporation organized and existing
under the laws of the State of Maine.

"Handy-Whitman Index" shall mean the Handy-Whitman Index of Public Utility
Construction Costs published semi-annually on January 1 and July 1 of each year
by Whitman, Requardt and Associates for the region which includes the area in
which Unit 2 is located, or any successor to such publication, or any similar
publication as shall be agreed to from time to time by Lessor and Lessee as an
appropriate index of construction costs of the electric utility industry.

"Holding Company" shall mean a "public utility company" under Section
2(a)(5) of the Holding Company Act.

"Holding Company Act" shall mean the Public Utility Holding Company Act of
1935, as amended.

<PAGE>

"Indemnitee" shall mean the Bank (both in its individual capacity and in
its capacity as Owner Trustee under the Trust Agreement), William J. Wade (both
in his individual capacity and in his capacity as Owner Trustee under the Trust
Agreement), Owner Participant, Indenture Trustee (both in its individual
capacity and in its capacity as Indenture Trustee under the Indenture), each
holder of a Note from time to time outstanding and the respective successors,
assigns, agents, officers, directors or employees of any thereof and Affiliates
of any of the foregoing.

"Indenture" shall mean the Indenture of Trust, Deed to Secure Debt and
Security Agreement, dated the Closing Date, between Owner Trustee and Indenture
Trustee, bearing the same number as the Participation Agreement, and
substantially in the form of Exhibit C to the Participation Agreement, as the
same may be amended, modified or supplemented from time to time in accordance
with the provisions thereof and of the Participation Agreement.

"Indenture Default" shall mean an event which, after giving of notice or
lapse of time, or both, would become an Indenture Event of Default.

"Indenture Estate" shall have the meaning specified in the Granting Clause
of the Indenture.

"Indenture Event of Default" shall mean any of the events specified in
Section 4.1 of the Indenture.

"Indenture Trustee" shall mean The First National Bank of Atlanta, a
national banking association, not in its individual capacity but solely as
Indenture Trustee under the Indenture, and each successor trustee or co-trustee
in the trusts created by the Indenture.

"Indenture Trustee Office" shall mean the office of the Indenture Trustee
located at 2 Peachtree Street, N.E., Atlanta, Georgia 30383, Attention:
Corporate Trust Department, or such other office as may be designated by
Indenture Trustee to Lessee, Owner Trustee, Owner Participant and each holder of
a Note from time to time outstanding.

"Indenture Trustee's Liens" shall mean Liens (i) in favor of any taxing
authority by reason of the nonpayment by such Indenture Trustee of any Tax
imposed on such Indenture Trustee in its individual capacity (excluding Liens
arising from any Tax for which Lessee is obligated to indemnify under Article 6
of the Participation Agreement, other than any such Tax for which Lessee has
already indemnified such Indenture Trustee)

<PAGE>

or (ii) resulting from or related to any acts of, or failure to act by, or as a
result of claims (including, without limitation, any Tax) against, Indenture
Trustee (including its individual capacity) arising out of any event or
condition unrelated either to the Indenture or the Indenture Estate or the
transactions contemplated by the Participation Agreement, the Indenture, the
Lease or any other Operative Documents.

"Integrated Transmission System" shall mean the system used for the
transmission of electrical energy through the State of Georgia, owned by Lessee,
GPC, MEAG and Dalton.

"Interest" shall mean the undivided interest in the facility conveyed to
Lessee by the Ownership Agreement.

"Interim Term" shall mean the period from the Closing Date to but not
including the Basic Term Commencement Date, or such shorter period as may result
from earlier termination of the Lease as provided therein.

"Investment Grade" shall mean a rating of at least "Baa" (or such other
rating which at the time is the equivalent thereof) by Moody's Investor
Services, Inc. or "BBB" (or such other rating which at the time is the
equivalent thereof) by Standard & Poor's Corporation or, if either of such
rating agencies shall cease to publish ratings, the equivalent rating of any
other nationally recognized rating agency.

"Lease" shall mean the Lease, dated the Closing Date, between Lessor and
Lessee, bearing the same number as the Participation Agreement, and
substantially in the form of Exhibit B to the Participation Agreement, as the
same may be amended, modified or supplemented from time to time in accordance
with the provisions thereof, of the Indenture and of the Participation
Agreement.

"Lease Default" shall mean an event which, after giving of notice or lapse
of time, or both, would become a Lease Event of Default.

"Lease Event of Default" shall have the meaning set forth in Article 14 of
the Lease.

"Lease Term" shall mean the term of the Lease, including the Interim Term,
the Basic Term and all Renewal Terms.

<PAGE>

"Lease Termination Date" shall mean the last day of the Lease Term, whether
occurring by reason of expiration of the Lease Term or upon earlier termination
of the Lease pursuant to the terms thereof.

"Leased Assets" shall mean, collectively, the Undivided Interest, the Unit
2 Site Interest, the Global Common Facilities Interest and the Local Common
Facilities Interest.

"Lessee" shall mean Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation), an electric membership corporation
organized and operating under the laws of the State of Georgia.

"Lessor" shall mean Owner Trustee as lessor under the Lease.

"Lessor Possession Date" shall mean the earlier of the Lease Termination
Date and the date of Ejectment.

"Lessor's Cost" shall mean the sum of Facility Cost plus the amount of
Transaction Expenses specified in Section E of Schedule 1 of the Participation
Agreement.

"Lessor's Liens" shall mean Liens (i) resulting from or related to any acts
of, or any failure to act by, or as a result of claims (including, without
limitation, any Tax) against, Lessor (in its individual capacity) arising out of
any event or condition unrelated either to the ownership of the Undivided
Interest, its interest in the other Leased Assets, the administration of the
Trust Estate or the transactions contemplated by the Participation Agreement,
the Trust Agreement, the Lease or any other Operative Document or (ii) in favor
or any taxing authority by reason of the nonpayment by such Owner Trustee or any
Tax imposed on such Owner Trustee in its individual capacity (excluding Liens
arising from any Tax for which Lessee is obligated to indemnify under Article 6
of the Participation Agreement, other than any such Tax for which Lessee has
already indemnified such Owner Trustee).

"Lessor's Share" shall mean a percentage equal to the percentage of the
Undivided Interest.

"Lien" shall mean any deed to secure debt, mortgage, pledge, security
interest, security title, encumbrance, lien or charge of any kind, including
without limitation any conditional sale or other title retention agreement, any
lease or other agreement in the nature thereof

<PAGE>

or the filing of, or agreement to give, any financing statement under the
Uniform Commercial Code of any jurisdiction.

"Loan Participant" shall mean Columbia Bank for Cooperatives, and any
Person that becomes a party to the Participation Agreement under Article 7
thereof, and any successors and assigns.

"Local Common Facilities" shall mean the Local Common Facilities Site and
all property, whether real or personal, now existing or hereafter acquired,
constructed or installed for use in common by the Units (other than the Coal
Stockpile), including, without limitation, the improvements, fixtures and
equipment described in Part A of Schedule 7 to the Participation Agreement
(defined as the "Unit Common Facilities" in the Ownership Agreement).

"Local Common Facilities Co-Owners" shall mean the Persons from time to
time having an Ownership Share in the Local Common Facilities.

"Local Common Facilities Interest" shall mean an undivided interest, the
percentage of which is equal to one-half of the percentage of the Undivided
Interest, as tenant-in-common with the Local Common Facilities Co-Owners, in the
Local Common Facilities.

"Local Common Facilities Site" shall mean the land described as Parcel 2 in
Schedule 10 to the Participation Agreement (defined as the "Unit Common
Facilities Site" in the Ownership Agreement).

"Majority in Interest of Noteholders" as of any date of determination shall
mean Noteholders holding in aggregate more than 50% of the total outstanding
principal amount of the Notes; provided, however, that any Note held by Lessee
or any Affiliate of Lessee shall not be considered outstanding for purposes of
determining such Majority unless Lessee or any Affiliate thereof shall hold
title to all the Notes outstanding.

"MEAG" shall mean the Municipal Electric Authority of Georgia, a public
body corporate and politic and an instrumentality of the State of Georgia.

"Mortgagees" shall mean the grantees under the REA Mortgage.

<PAGE>

"Net Economic Return" shall mean Owner Participant's (i) after-tax yield,
(ii) ratio of after-tax cash flow to Facility Cost and (iii) total after-tax
cash flow, in each case, determined by using the same assumptions and methods of
calculation employed by Owner Participant in its original evaluation of the
transactions contemplated by the Operative Documents (including the assumption
so employed that the rate of interest borne by the Notes is 11.5%).

"Note" shall mean any note issued by Owner Trustee pursuant to the
Indenture, from time to time outstanding under the Indenture.

"Noteholder" shall mean any holder from time to time of a Note outstanding.

"Note Register" shall have the meaning set forth in Section 2.8 of the
Indenture.

"Officers' Certificate" shall mean, as to any corporation, a certificate
signed by the President or any Vice President and by the Comptroller, Treasurer,
any Assistant Treasurer, the Secretary or any Assistant Secretary of such
corporation and, as to any other entity, a certificate of any individual
generally authorized to execute and deliver contracts on behalf of such entity.

"Official Statement" shall mean the Offering Statement, dated October 31,
1985, relating to the issuance and sale of $25,000,000 aggregate principal
amount of Development Authority of Appling County (Georgia) Pollution Control
Revenue Bonds, Series 1985 (Oglethorpe Power Corporation Hatch Project) and
$200,000,000 aggregate principal amount of Development Authority of Burke County
(Georgia) Pollution Control Revenue Bonds, Series 1985 (Oglethorpe Power
Corporation Vogtle Project).

"Operating Agreement" shall mean the Operating Agreement, dated as of
May 15, 1980, among GPC, Lessee, MEAG and Dalton, as amended by the Amendment to
Operating Agreement and by the Co-Owner's Consent, and as the same may be
amended, modified or supplemented from time to time.

"Operative Documents" shall mean the Participation Agreement, the Trust
Agreement, the Lease, the Deed and Bill of Sale, the Supporting Assets Lease,
the Assignment, the Supporting Assets Sublease, the Indenture, the Note, the REA
Consent, the Co-Owners' Consent, the Tax Indemnification Agreement, the
Ownership Agreement and the Operating Agreement.

<PAGE>

"Operator" shall mean the operator from time to time under the Ownership
Agreement and the Operating Agreement.

"Other Co-Owners" shall mean the Co-Owners other than Lessor and Lessor
under the Other Participation Agreements.

"Other Owner Participants" shall mean, collectively, each of the entities
becoming a beneficial owner of an undivided interest in Unit 2, other than the
Owner Participant.

"Other Participation Agreements" shall mean all other participation
agreements to which Lessee and any of the Other Owner Participants are parties,
relating to the sale and leaseback of undivided interests in Unit 2.

"Owner Participant" shall mean the entity specified as such in section A of
Schedule 1 to the Participation Agreement and its successors and assigns in each
case as permitted under the Trust Agreement and the Participation Agreement.

"Owner Participant's Liens" shall mean Liens (i) resulting from or related
to any acts of, or any failure to act by, or as a result of claims (including,
without limitation, any Tax) against, Owner Participant arising out of any event
or condition unrelated to the transactions contemplated by the Participation
Agreement, the Trust Agreement, the Lease or any other Operative Document or
(ii) in favor of any taxing authority by reason of the nonpayment by such Owner
Participant of any Tax imposed on such Owner Participant (excluding Liens
arising from any Tax for which Lessee is obligated to indemnify under Article 6
of the Participation Agreement, other than any such Tax for which Lessee has
already indemnified such Owner Participant).

"Owner Trustee" shall mean Wilmington Trust Company, a Delaware banking
corporation, together with any co-trustee appointed pursuant to Section 10.2 of
the Trust Agreement, and each successor as Owner Trustee, not in their
individual capacities (except as expressly provided otherwise) but solely as
trustees under the Trust Agreement.

"Ownership Agreement" shall mean the Purchase and Ownership Participation
Agreement, dated as of May 15, 1980, among GPC, Lessee, MEAG and Dalton, as
amended by the Amendment to Ownership Agreement and by the Co-Owner's Consent,
and as the same may be amended, modified or supplemented from time to time.

<PAGE>

"Ownership Share" of any Person in property, shall mean an undivided
ownership interest, as tenant-in-common with each other Person owning an
undivided ownership interest in such property.

"Participants" shall mean, collectively, Loan Participant and Owner
Participant.

"Participation Agreement" shall mean the Participation Agreement, dated the
Closing Date, among Lessee, Owner Trustee, Indenture Trustee, Loan Participant
and Owner Participant, bearing the number specified on the cover of this
Appendix A, as the same may be amended, modified or supplemented from time to
time in accordance with the provisions thereof and of the Indenture.

"Permitted Exceptions" shall mean those exceptions to Lessee's title to the
Site listed on Schedule 8 to the Participation Agreement.

"Permitted Investments" shall mean (i) obligations of the United States of
America, or fully guaranteed as to interest and principal by the United States
of America, maturing in not more than one year, (ii) certificates of deposit
having a final maturity of not more than 30 days after the date of issuance
thereof of any commercial bank incorporated under the laws of the United States
of America or any state thereof or the District of Columbia which bank is a
member of the Federal Reserve System and has a combined capital and surplus of
not less than $800,000,000 and (iii) commercial paper, rated P-1 (or such other
rating which at the time is the equivalent thereof) by Moody's Investors
Services, Inc., or A-1 (or such other rating which at the time is the equivalent
thereof) by Standard & Poor's Corporation or, if either of such rating agencies
shall cease to publish ratings, the equivalent rating of any other nationally
recognized rating agency, having a remaining term until maturity of not more
than 90 days, other than any such obligation, certificate of deposit or
commercial paper issued by Owner Trustee, Indenture Trustee or Loan Participant.

"Permitted Liens" shall mean (i) the respective rights and interests of
Lessee, Participants, Lessor and Indenture Trustee, as provided in the Operative
Documents, (ii) Lessor's Liens, Owner Participant's Liens and Indenture
Trustee's Liens, (iii) Liens for Taxes assessed against Lessee either not
delinquent or being contested in good faith and by appropriate proceedings
diligently conducted, so long as such proceedings shall not involve any material
danger of the sale, forfeiture or loss of any part of the Undivided Interest,
the Unit 2 Site Interest, the Global Common Facilities Interest, the Local
Common Facilities Interest, the Trust

<PAGE>

Estate or the Indenture Estate, and shall not materially interfere with the use
or disposition of any of the foregoing or any part thereof and shall not impair
the payment of Rent, (iv) inchoate materialmen' mechanics', workers',
repairmen's, employees' or other like Liens arising in the ordinary course of
business or in the course of constructing, equipping or installing Unit 2 or the
Common Facilities for amounts either not delinquent or being contested in good
faith and by appropriate proceedings so long as such proceedings shall not
involve any material danger of the sale, forfeiture or loss of any part of the
Undivided Interest, the Unit 2 Site Interest, the Global Common Facilities
Interest, the Local Common Facilities Interest, the Trust Estate or the
Indenture Estate, and shall not materially interfere with the use or disposition
of any of the foregoing or any part thereof and shall not impair the payment of
Rent, (v) Liens arising out of judgments or awards against Lessee with respect
to which at the time an appeal or proceeding for review is being prosecuted in
good faith and either which have been bonded or for the payment of which
adequate reserves shall have been provided in accordance with GAAP, (vi) except
with respect to the property (including, without limitation, the Undivided
Interest) conveyed to Owner Trustee by the Deed and Bill of Sale and, in the
case of property described in clause (B) of the definition of the term
"Undivided Interest", conveyed by a deed and bill of sale, in form and substance
satisfactory to Owner Trustee, Owner Participant and Indenture Trustee, the Lien
of the REA Mortgage and the Liens permitted thereby, (vii) the rights of, and
any other Liens created by or incurred through or under, the Other Owner
Participants, the Oc-Owners, the Global Common Facilities Co-Owners, the Local
Common Facilities Co-Owners and any other Facility user and their respective
successors, assigns and mortgagees, except any such Liens arising solely as a
result of a breach by Lessee of any term of the Ownership Agreement or the
Operating Agreement, (viii) mineral rights, utility access and other licenses,
easements or servitudes the use and enjoyment of which do not materially
interfere with the use, possession, maintenance and repair of, and access to,
Unit 2 or the Common Facilities, and (ix) Permitted Exceptions.

"Person" shall mean any individual, partnership, corporation, trust,
association, joint venture, joint stock company, non-incorporated organization,
government or any department or agency thereof, or any other entity.

<PAGE>

"Points of Interconnection" shall mean the bus at the switchyard at
which Unit 2 is interconnected with transmission facilities of the Integrated
Transmission System.

"Prime Rate" shall mean the published base rate per annum of Citibank,
N.A., in New York, New York, to responsible and substantial borrowers, in
effect from time to time.

"Pro Rata Share" shall mean the percentage obtained by multiplying 100
by a fraction, the numerator of which is the percentage which is equal to the
Undivided Interest and the denominator of which is 60.

"Prudent Utility Practice" shall have the meaning set forth in Section
4(c) of the Ownership Agreement as in effect on the Closing Date.

"Public Utility" shall mean a "public utility" as defined in section
201(e) of the Federal Power Act.

"PURPA" shall mean the Public Utility Regulatory Policies Act of 1978,
as amended.

"Rate Fixing Addendum" shall have the meaning set forth in Section
2.4(b) of the Indenture.

"Rated Capacity" shall mean 818 MW maximum continuous rating at the
generator terminals.

"REA" shall mean the United States of America, acting by and through the
Administrator of the Rural Electrification Administration of the Department
of Agriculture and any agency that may succeed to the functions exercised by
it under the REA Mortgage.

"REA Consent" shall mean the collective reference to the Consent and
Agreement of Mortgagees and the REA Partial Release.

"REA Mortgage" shall mean the Consolidated Mortgage and Security
Agreement, dated as of October 15, 1985, among Lessee, as Mortgagor, and the
Mortgagees, as supplemented, modified or amended to the date of execution and
delivery of the Participation Agreement, as the same may be hereafter
supplemented, modified or amended, and any new deed to secure debt, indenture
or security agreement placed on the property of Lessee in substitution for
such deed to secure debt (including the "1978 Mortgage", the "1982 Mortgage",
the "1984 June Mortgage" and the "1984 December

<PAGE>

Mortgage", each as defined in the REA Mortgage). Any reference to a section
or provision in the REA Mortgage shall refer to the successor section or
provision in any supplemented, amended or successor mortgage notwithstanding
any change in the numbering or headings of such sections or provisions.

"REA Partial Release" shall mean the Partial Release and Subordination
Agreement, dated the Closing Date, among The United States of America,
Columbia Bank for Cooperatives, Trust Company Bank, as Trustee under certain
Bond Indentures therein specified, and Lessee, and substantially in the form
of Exhibit L to the Participation Agreement, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions
thereof, of the Indenture and of the Participation Agreement.

"Redelivery" shall mean redelivery of the Undivided Interest at the
expiration of the Lease Term as provided in, and in accordance with, Article
7 of the Lease.

"Refinancing" shall mean any refunding or refinancing of any Notes under
Article 7 of the Participation Agreement.

"Refinancing Approvals" shall mean all orders, licenses, consents,
authorizations, approvals, notices, registration and filings with any
Federal, state, municipal or other Governmental Authority required in
connection with any Refinancing, including without limitation any of the
foregoing required under the Securities Act or any other Federal, state or
other securities laws or under Chapters 1 through 4A of Title 46 of the
Official Code of Georgia relating to the issuance of securities.

"Refinancing Date" shall mean the date any outstanding Notes are
refunded in connection with a Refinancing.

"Regulations" shall mean the Treasury Regulations, including Temporary
Regulations, as amended from time to time, promulgated under the Code by the
Treasury Department of the United States.

"Regulatory Acts" shall mean the Federal Power Act, Holding Company Act,
Chapters 1 through 4A of Title 46 of the Official Code of Georgia, and all
other Federal or state laws relating to public utilities or the generation,
transmission, production or sale of electric power or steam energy.

<PAGE>

"Renewal Term" shall mean any of the periods after the end of the Basic
Term with respect to which Lessee shall exercise its options to renew the
Lease pursuant to Article 4 of the Lease, or such shorter period as may
result from the termination of such Lease as provided therein.

"Rent" shall mean Basic Rent and Supplemental Rent, collectively.

"Rent Differential" shall have the meaning set forth in Section 3.3 of
the Lease.

"Rent Payment Date" shall mean and include, with respect to the Interim
Term, December 31, 1985, with respect to the Basic Term, each December 31 and
June 30, beginning June 30, 1986 through and including June 30, 2013, and
with respect to any Renewal Term, each semi-anniversary of the first day of
such Renewal Term through and including the anniversary of such first day
which constitutes the last day of such Renewal Term.

"resulting entity" shall have the meaning set forth in Section 5.5(t) of
the Participation Agreement.

"Ruling" shall mean the letter ruling, dated June 2, 1983, issued by the
Service to Lessee pursuant to which the Service rules that Lessee's property
is not public utility property within the meaning of Sections 46(f)(5) and
168(g)(1) of the Code.

"SAC" shall mean any of the scheduled activity codes used to further
specify assets represented in the Code of Accounts.

"Scherer Project Agreements" shall mean all agreements to which Lessee
is a party, including, without limitation, the Ownership Agreement and the
Operating Agreement, which relate to the ownership, possession, use and
operation of Unit 2, the Common Facilities and the Unit 2 Site.

"Secured Note" shall mean the Secured Note created and established
pursuant to Section 2.4 of the Indenture and any Note issued in exchange or
substitution therefor.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Service" shall mean the Internal Revenue Service of the United States
of America.

<PAGE>

"Site" shall mean, collectively, the Unit 2 Site and the Common
Facilities Site.

"Stipulated Interest Rate" shall be 11.50% (calculated on the basis of a
360-day year of twelve 30-day months) on the Closing Date, and at any time
thereafter shall mean the lesser of (i) 2% above the greater of (a) the Prime
Rate or (b) the interest rate from time to time payable on the Notes
outstanding and (ii) the highest rate of interest permitted by Applicable
Law.

"Stipulated Loss Value" as of any Rent Payment Date during the Interim
Term or the Basic Term, shall mean an amount equal to the product of (x)
Facility Cost and (y) the percentage set forth opposite such Rent Payment
Date in Section G of Schedule 1 to the Participation Agreement; provided,
however, that the percentages set forth in such Section G shall be subject to
adjustment as provided in Section 8.1 of the Participation Agreement; and as
of any Rent Payment Date during any Renewal Term, shall mean the amount
determined pursuant to Section 4.3 of the Lease. Notwithstanding anything in
the Lease or in any other Operative Document to the contrary, Stipulated Loss
Value payable pursuant to the Lease as of any date shall be, together with
all other amounts payable under the Lease on such date, under any
circumstances and in any event, in an amount at least sufficient to pay in
full, as of any date of payment, the aggregate unpaid principal amount of,
and premium, if any, and interest on, the Notes then outstanding at the close
of business on such date.

"Subsidiary Company" shall mean a "subsidiary company," as defined in
section 2(a)(8) of the Holding Company Act, of a Holding Company.

"Supplemental Financing" shall have the meaning ascribed thereto in
Section 10.2 of the Lease.

"Supplemental Financing Amount" shall mean that portion of Lessor's
Share of the Cost of a Capital Improvement which may be capitalized under
section 263 of the Code and the Regulations thereunder.

"Supplemental Rent" shall mean any and all amounts, liabilities and
obligations other than Basic Rent which Lessee assumes or agrees to pay to
or on behalf of Lessor, any Participant, Indenture Trustee or any Indemnitee
under any Operative Document (whether or not designated as Supplemental
Rent), including without limitation Stipulated Loss Value, Termination Value,
Fair Market Sales Value and Fair Market Rental Value payments, damages for
breach of any covenants, representations, warranties, indemnities or
agreements therein.

<PAGE>

"Support Agreements" shall mean the collective reference to the
Supporting Assets Lease, the Operating Agreement, the Ownership Agreement and
the Co-Owners' Consent.

"Supporting Assets Lease" shall mean the Supporting Assets Lease, dated
the Closing Date, between Lessee and Owner Trustee, bearing the same number
as the Participation Agreement, and substantially in the form of Exhibit E to
the Participation Agreement, as the same may be amended, modified or
supplemented from time to time in accordance with the provisions hereof, of
the Indenture and of the Participation Agreement.

"Supporting Assets Sublease" shall mean the Supporting Assets Sublease,
dated the Closing Date, between Owner Trustee and Lessee, bearing the same
number as the Participation Agreement, and substantially in the form of
Exhibit F attached to the Participation Agreement, as the same may be
amended, modified or supplemented from time to time in accordance with the
provisions thereof, of the Indenture and of the Participation Agreement.

"System" shall mean all those assets listed on Schedule 6 to the
Participation Agreement which both separately and collectively constitute an
asset listed on such Schedule 6, and which are so related so as to interact
and function as a complex whole.

"Tax" shall mean any and all fees (including without limitation
documentation, recording, license and registration fees), taxes (including
without limitation income, gross receipts, sales, use, property (personal and
real, tangible and intangible), excise and stamp taxes), levies, imposts,
duties, charges, assessments or withholdings of any nature whatsoever,
general or special, ordinary or extraordinary, together with any and all
penalties, fines, additions to tax and interest thereon.

"Tax Indemnification Agreement" shall mean the Tax Indemnification
Agreement, dated the Closing Date, between Lessee and Owner Participant,
bearing the same number as the Participation Agreement, and substantially in
the form of Exhibit D to the Participation Agreement, as the same may be
amended, modified or supplemented from time to time in accordance with the
provisions thereof, of the Indenture and of the Participation Agreement.

<PAGE>

"Termination Date" and "Termination Notice" shall have the respective
meanings set forth in Article 6 of the Lease.

"Termination Value" as of any Rent Payment Date during the Interim Term
or the Basic Term, shall mean an amount equal to the product of (x) Facility
Cost and (y) the percentage set forth opposite such Rent Payment Date in
section H of Schedule 1 to the Participation Agreement; provided, however,
that the percentages set forth in such section H shall be subject to
adjustment as provided in Section 8.1 of the Participation Agreement; and as
of any Rent Payment Date during any Renewal Term, shall mean the amount
determined pursuant to Section 4.3 of the Lease. Notwithstanding anything in
the Lease or in any other Operative Document to the contrary, Termination
Value payable pursuant to the Lease as of any date shall be, together with
all other amounts payable under the Lease on such date, under any
circumstances and in any event, in an amount at least sufficient to pay in
full, as of any date of payment, the aggregate unpaid principal amount of,
and premium, if any, and interest on, the Notes then outstanding at the close
of business on such date.

"Transaction Expenses" shall mean a Pro Rata Share of Aggregate
Transaction Expenses.

"Transaction Expenses Account" shall have the meaning set forth in
Section 3.4 of the Trust Agreement.

"Transfer" shall mean the transfer, by deed and bill of sale or
otherwise, by Lessor to any Person of all Lessor's right, title and interest
in and to the Undivided Interest on an "as is, where is" basis, free and
clear of all Lessor's Liens and Owner Participant's Liens but otherwise
without recourse, representation or warranty, express or implied, including
an express disclaimer of representations and warranties, together with the
due assumption by such Person of, and the due release of Lessor from, except
as expressly provided in Section 15 of the Participation Agreement, all
Lessor's obligations and liabilities under the Operative Documents by
instrument or instruments satisfactory in form and substance to Lessor.

"Transferee" shall have the meaning ascribed thereto in Section 10.1 of
the Participation agreement.

"Trust Agreement" shall mean the Trust Agreement, dated the Closing
Date, between Bank and Owner Participant, bearing the same number as the
Participation Agreement, and substantially in the form attached as Exhibit A
to the Participation Agreement, as the same may be amended,

<PAGE>

modified or supplemented from time to time in accordance with the provisions
thereof, of the Indenture and of the Participation Agreement.

"Trust Estate" shall have the meaning set forth in Section 2.2 of the
Trust Agreement.

"Undivided Interest" shall mean an undivided interest equal to the
percentage set forth in section C of Schedule 1 to the Participation
Agreement, as a tenant-in-common with the Co-Owners, of Owner Trustee, and
through Owner Trustee, Owner Participant, in (A) all assets described in
Schedule 6 to the Participation Agreement which are located on or attached to
the Unit 2 Site and (B) all assets title to which vests in Lessor pursuant to
the Lease, with the estate of Owner Trustee being concurrent as to right and
priority with that of each other Co-Owner, and with the estate of Owner
Participant being concurrent as to the right and priority with that of each
Other Owner Participant.

"Uniform System of Accounts" shall mean the Uniform System of Accounts
prescribed by REA (REA Bulletin 181-1), as in effect on the Closing Date, as
amended or modified from time to time or the chart of accounts and accounting
classifications which may be substituted for such Uniform System of Accounts
from time to time by REA or its successor for such purpose.

"Unit 1" shall mean the 818 MW (nameplate capacity) coal-fired electric
generating unit located in Monroe County, Georgia, designated as "Unit No. 1"
in the Ownership Agreement more specifically described in the Ownership
Agreement.

"Unit 2" shall mean the 818 MW (nameplate capacity) coal-fired electric
generating unit located on the Unit 2 Site in Monroe County, Georgia
designated as "Unit No. 2" in the Ownership Agreement (including the assets
described in clauses (A) and (B) of the definition of "Undivided Interest").

"Unit 2 Intangibles" shall mean the existing intangible property rights,
and such additional intangible property rights as hereafter may be acquired
associated with the planning, licensing, design, construction, acquisition,
completion, operation, renewal, addition, replacement, modification and
disposal of Unit 2.

<PAGE>

"Unit 2 Inventories" shall mean the inventories of materials, supplies,
fuel (other than fuel constituting a part of the Coal Stockpile), tools and
equipment solely for use in connection with Unit 2.

"Unit 2 Site" shall mean the land described as Parcel 1 in Schedule 10
to the Participation Agreement.

"Unit 2 Site Interest" shall mean an undivided interest, the percentage
of which is equal to the Undivided Interest, as tenant-in-common with the
Co-Owners, in the Unit 2 Site.

"Unit 3" shall mean the 818 MW (nameplate capacity) coal-fired electric
generating unit to be constructed in Monroe County, Georgia, designated as
"Scherer Unit No. 3," more specifically described in the Ownership Agreement.

"Unit 4" shall mean the 818 MW (nameplate capacity) coal-fired electric
generating unit to be constructed in Monroe County, Georgia, designated as
"Scherer Unit No. 4," more specifically described in the Ownership Agreement.

"Unit Model" shall mean that model of Unit 1, Unit 2, Unit 3 and Unit 4
located on the third floor of the service building located on the Unit 2
Site.

"Units" shall mean, collectively, Unit 1 and Unit 2.

Each of the following terms shall have the respective meanings assigned
in the Section reference to the Tax Indemnification Agreement specified in
the parentheses after such term: "ACRS" (1.1(c)); "ACRS Deductions"
(1.1(d)); "Amortization Deductions" (1.1(h)); "Change in Tax Law" (7);
"Effective Date" (4); "Effective Rate" (5(a)); "Final Determination" (8(e));
"5-Year Confirmation" (3.1(d)); "5-Year Property" (1.1(c)(ii)); "Group"
(1.1(a)); "Indemnity Payment" (3.2); "Interest Deductions" (1.1(e));
"Lessee's Adjusted Basis" (1.1(d)(ii)); "Lessee's Tax Counsel" (8(b));
"Lessee's Unadjusted Basis" (1.1(d)(ii)); "Lessor's Basis" (1.1(c)); "Owner
Participant's Tax Counsel" (3.2(a)); "Owner Trust" (1.1(a)); "Preliminary
Rent Adjustment" (3.1(b)); "Public Utility Property Determination" (3.1(a));
"Special 5-Year Property" (1.1(c)(i)); "Tax Loss" (3.2(b)); "Trigger Event"
(3.1(b)).

END OF APPENDIX A
<PAGE>

APPENDIX B

DEFINITIONS

<PAGE>

APPENDIX B

Table of Contents

<TABLE>

<S> <C>
Defined Term Page

Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
CBC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Co-Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Collateral Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Collateral Trust Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Designated Installments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
First Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Georgia Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Georgia Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Georgia Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Indemnitee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Interest Payment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Lease Supplement No. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Lessor's Refunding Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Majority in Interest of Noteholders. . . . . . . . . . . . . . . . . . . . . . . . .2
1991 Designated Installment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
1996 Designated Installment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Non-Obsolescence Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Notice Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Obsolescence Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Obsolescence Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Original Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Original Participation Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .3
Original Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Original Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Other Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Other Supplemental Participation Agreements. . . . . . . . . . . . . . . . . . . . .4
Owner Trust Transfer Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Premium Redemption Prices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Refinancing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Refinancing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

</TABLE>

(i)

<PAGE>

<S> <C>
Refinancing Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Refinancing Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .5
Refunding Lessor Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Stipulated Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Supplemental Participation Agreement . . . . . . . . . . . . . . . . . . . . . . . .5
Transfer Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Trust Supplement No. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2009 Designated Installment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
U.S. Government Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Wade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

</TABLE>

(ii)

<PAGE>

"Bonds" shall means the Serial Facility Bonds due 1991, 1996 and 2011
issued by the Company pursuant to the Collateral Trust Indenture.

"CBC" shall mean Columbia Bank for Cooperatives, a bank chartered by the
United States of America and supervised and examined by the Farm Credit
Administration.

"Co-Owner Trustee" shall mean Wade when acting as an Owner Trustee under
the Trust Agreement.

"Collateral Trustee" shall mean Trust Company Bank, a Georgia banking
corporation, not in its individual capacity, but solely as Collateral Trustee
under the Collateral Trust Indenture, and each successor trustee or
co-trustee in the trusts created by the Collateral Trust Indenture.

"Collateral Trust Indenture" shall mean the Collateral Trust Indenture
dated as of October 15, 1986 among Lessee, Company and Collateral Trustee, as
the same may be amended, modified or supplemented from time to time in
accordance with the provision thereof and of the supplemental Participation
Agreement.

"Company" shall mean OPC Scherer Funding Corporation, a Delaware
corporation.

"Designated Installments" shall mean, collectively, the 1991 Designated
Installment, the 1996 Designated Installment and the 2009 Designated
Installment.

"Expenses" shall have the meaning specified in Section 8.1 of the
Original Trust Agreement.

"First Supplemental Indenture" shall mean the First Supplemental
Indenture of Trust, Deed to Secure Debt and Security Agreement, dated the
Refinancing Date, between Owner Trustee and Indenture Trustee, bearing the
number specified on the cover of this Appendix B.

"Georgia Bank" shall mean The Citizens and Southern National Bank, a
national banking association.

"Georgia Trust Estate" shall mean the Undivided Interest, the Lease, the
Deed and Bill of Sale, the Supporting Asses Lease, the Supporting Assets
Sublease, the Assignment, the Ownership Agreement, the Operating Agreement,
and any other tangible or intangible property designated by Owner Participant
as part of the Georgia Trust Estate.

<PAGE>

"Georgia Trustee" shall mean Georgia Bank and any successor institution
which shall act as an Owner Trustee in accordance with Article IX of Trust
Supplement No. 2 and the terms of the Trust Agreement, when acting as an
Owner Trustee under the Trust Agreement.

"Indemnitee" shall mean Bank, Original Trustee, Wade, Co-Owner Trustee,
Georgia Bank, Georgia Trustee, Owner Participant, Indenture Trustee (both in
its individual capacity and its capacity as Indenture Trustee under the
Indenture), each holder of a Note from time to time outstanding and the
respective successors, assigns, agents, officers, directors or employees of
any thereof and Affiliates of any of the foregoing.

"Interest Payment Date" shall mean, with respect to each Note, the due
date provided therein for the payment of interest, and with respect to the
Refunding Lessor Note, June 30 and December 31 of each year.

"Lease Supplement No. 1" shall mean the First Supplement to Lease
Agreement bearing the number specified on the cover of this Appendix B dated
as of October 15, 1986, between Lessor and Lessee.

"Lessor's Refunding Share" shall mean a fraction, the numerator of which
is equal to the product of the Undivided Interest times 100, and the
denominator of which is equal to 39.1139240.

"Majority in Interest of Noteholders" shall mean, as of any date of
determination, Noteholders holding in the aggregate more than 50% of the
total outstanding principal amount of the Notes; provided, however, that each
Note issued by the Lessor then outstanding shall be considered for purposes
of determining such Majority only with respect to the proportionate aggregate
unpaid principal amount of such Note then outstanding which is (i) certified
by the holder of such Notes to be held by it for its own account and not
pledged as collateral for any of its obligations or (ii) certified by the
holder of such Notes as being pledged as collateral for one or more of its
obligations, or obligations with respect to which it is acting as trustee
under a related indenture, but in respect of which it has received a
directive satisfactory in form and substance to the Indenture Trustee, given
by the holder or holders of a proportionate interest in the obligations
secured by such Notes in accordance with the instruments governing such
obligations; and, provided, further, that any Note held by Lessee or any
Affiliate of Lessee shall not be considered outstanding for purposes of
determining such Majority unless Lessee or any such Affiliate shall hold
title to all Notes outstanding.

<PAGE>

"1991 Designated Installment" shall mean that portion of the principal
amount of the Refunding Lessor Note payable in a designated series of
payments and having a final payment date of December 31, 1991.

"1996 Designated Installment" shall mean that portion of the principal
amount of the Refunding Lessor Note payable in a designated series of
payments and having a final payment date of December 31, 1996.

"Non-Obsolescence Events" shall mean (i) an Event of Loss or (ii) the
sale of the Undivided Interest pursuant to Article 5 of the Lease.

"Noteholder" shall mean any holder from time to time of a Note
outstanding, including any pledgee designated as a Noteholder pursuant to
Section 2.8 of the Indenture.

"Notice Date" shall have the meaning specified in Section 5.1 of Trust
Supplement No. 2.

"Obsolescence Events" shall mean those events entitling Lessee to
terminate the Lease pursuant to Article 6 thereof.

"Obsolescence Redemption Date" shall mean the Business Day specified by
Owner Trustee at the written direction of Lessee, which date shall be from
forty-five (45) to sixty (60) days after the Termination Date, provided that
the Indenture Trustee has received cash or U.S. Government Obligations, or
both, in the amount required in Article 6 of the Lease as a result of the
exercise by Lessee of the right to terminate the Lease pursuant to Article 6
of the Lease.

"Original Indenture" shall mean the Indenture of Trust, Deed to Secure
Debt and Security Agreement, dated December 30, 1985, between the Owner
Trustee and Indenture Trustee, bearing the number specified on the cover of
this Appendix B.

"Original Participation Agreement" shall mean the Participation
Agreement, dated December 30, 1985, among Lessee, the party designated as
Owner Participant on the cover page thereof, Original Trustee, and CBC,
bearing the number specified on the cover of this Appendix B.

<PAGE>

"Original Trust Agreement" shall mean the Trust Agreement, dated the
Closing Date, between Original Trustee and the party designated as Owner
Participant on the cover page thereof, bearing the number specified on the
cover of this Appendix B.

"Original Trustee" shall mean Bank, when acting as an Owner Trustee
under the Trust Agreement.

"Other Leases" shall mean those certain Lease Agreements, each dated
December 30, 1985, between Original Trustee and Co-Owner Trustee, as Owner
Trustees, and Lessee, entered into pursuant to the Other Participation
Agreements, other than Lease Agreement No. 1, dated December 30, 1985,
between Lessee and Owner Trustee (under Trust Agreement No. 1, between Owner
Trustee and IBM Credit Financing Corporation), as amended.

"Other Supplemental Participation Agreements" shall mean all other
supplemental participation agreements, each dated October 9, 1986, to
which Lessee or any of the Other Owner Participants are parties,
relating to the Refinancing consummated on the Refinancing Date, other
than any supplemental participation agreement to which IBM Credit
Financing Corporation is a party.

"Owner Trust Transfer Documents" shall mean the documents transferring
all right, title and interest in and to the Georgia Trust Estate from
Original Trustee to Georgia Trustee, as described in Section 2.2 of Trust
Supplement No. 2.

"Premium Redemption Prices" shall mean the redemption prices (each
expressed as a percentage of principal amount) for each of the Designated
Installments set forth in Schedule 2 to the Refunding Lessor Note in the
column for each such Designated Installment.

"Redemption Date" shall mean, when used with respect to any Note to be
redeemed, the date fixed for such redemption by or pursuant to the Indenture
or the respective Note.

"Refinancing" shall have the meaning specified in Section 7.1 of the
Participation Agreement.

"Refinancing Date" shall mean, when used with respect to the First
Supplemental Indenture and this Appendix B, the date determined pursuant to
Section 2.03 of the Supplemental Participation Agreement.

"Refinancing Documents" shall mean, collectively, the Owner Trust
Transfer Documents, Trust Supplement No. 2, the Supplemental

<PAGE>

Participation Agreement, the First Supplemental Indenture, the Refunding
Lessor Note, and the Lease Supplement No. 1.

"Refinancing Transaction Expenses" shall mean the sum of (a) the
aggregate of the amounts referred to in clause (b) of the definition of
"Refinancing Transaction Expenses" contained in Appendix B to each of the
Other Supplemental Participation Agreements, plus (b) all fees, expenses,
disbursements and costs incurred by or on behalf of Owner Trustee, Owner
Participant, Lessee, Company or Indenture Trustee in connection with the
preparation, execution and delivery of the Refinancing Documents and the
Refinancing consummated on the Refinancing Date.

"Refunding Lessor Note" shall mean, the Refunding Lessor Note created
and established pursuant to Section 2.4 of the Indenture and any Note issued
in exchange or substitution thereof.

"Registration Statement" shall mean the form S-1 Registration Statement
File No. 33-7591 relating to the Bonds as filed with the Securities and
Exchange Commission on July 29, 1986 and any amendments thereto.

"Stipulated Interest Rate" shall mean the lesser of (i) two percent (2%)
per annum above the greater of (A) the published base rate of Citibank, N.A.,
in New York, New York, in effect from time to time and (B) the rate of
interest on the 2009 Designated Installment and (ii) the highest interest
rate per annum permitted by Applicable Law.

"Supplemental Participation Agreement" shall mean the Supplemental
Participation Agreement dated October 9, 1986, among Lessee, Owner
Participant, Original Trustee, Georgia Trustee, Indenture Trustee, Company
and Collateral Trustee, bearing the number specified on the cover of this
Appendix B.

"Transfer Date" shall mean the date specified in Section 2.2 of Trust
Supplement No. 2.

"Trust Supplement No. 2" shall mean Trust Supplement No. 2, dated as of
October 7, 1986, to the Trust Agreement among Owner Participant, Original
Trustee, Co-Owner Trustee, and Georgia Trustee bearing the number specified
on the cover of this Appendix B.

<PAGE>

"2009 Designated Installment" shall mean that portion of the principal
amount of the Refunding Lessor Note payable in a designated series of
payments and having a final payment date of June 30, 2009.

"Underwriters" shall mean Smith Barney, Harris Upham & Co. Incorporated,
Merrill Lynch Capital Markets (Merrill Lynch, Pierce, Fenner & Smith
Incorporated) and the other Underwriters listed on Schedule I to the
Underwriting Agreement.

"Underwriting Agreement" shall mean the Underwriting Agreement dated
October 9, 1986 among the Underwriters, Lessee and Company.

"U.S. Government Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of
a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction in the amount payable to
the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

"Wade" shall mean William J. Wade, an individual having an office at One
Rodney Square, Wilmington, Delaware.

6
<PAGE>

APPENDIX C

DEFINITIONS NO. 2

"Additional Lessor Note Interest" shall have the meaning set forth in the
Series 1997 Refunding Lessor Note.

"Amendment No. 1 to the Tax Indemnification Agreement" means the Amendment
No. 1 to the Tax Indemnification Agreement No. 2, dated as of December 17,
1997, between the Lessee and the Owner Participant.

"Bankruptcy Act" has the meaning set forth in Section 4.1(d) of the Restated
Indenture.

"Collateral Trust Trustee" means SunTrust Bank, Atlanta, not in its
individual capacity but solely as trustee under the Collateral Trust
Indenture.

"Collateral Trust Indenture" means the Collateral Trust Indenture, dated as
of December 1, 1997, among Lessee, the Funding Corporation and the Collateral
Trust Trustee, as the same may be amended, modified or supplemented from time
to time in accordance with the provisions thereof and of the Participation
Agreement.

"Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated as of December 17, 1997, among
Oglethorpe, the Funding Corporation and the Purchasers, as the same may be
amended, modified or supplemented from time to time in accordance with the
provisions thereof.

"Existing Participation Agreement" means the Original Participation Agreement
as amended, modified and supplemented by the First Supplemental Participation
Agreement.

"Facility Bonds" means the Serial Facility Bonds due June 30, 2011 issued by
the Funding Corporation pursuant to the Collateral Trust Indenture, comprised
of the Initial Series of Bonds and the Exchange Series of Bonds (both as
defined in the Collateral Trust Indenture).

"First Lease Supplement" means the First Supplement to Lease Agreement No. 2,
dated as of October 15, 1986, between the Lessor and the Lessee.

"First Supplemental Participation Agreement" means the Supplemental
Participation Agreement No. 2, dated as of October 9, 1986, among Lessee,
Owner Participant, the Original Trustee, the Georgia Trustee, the Indenture
Trustee, the Original Funding Corporation, the Original Collateral Trust
Trustee and the Loan Participant.

"Ford Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement, dated as of September 21, 1996, by and among Ford Motor
Credit Company, DFO Holding Company and DFO Partnership.

"Funding Corporation" means OPC Scherer 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

<PAGE>

"Indemnitee" shall mean Bank, Original Trustee, Wade, Co-Owner Trustee,
Georgia Bank, Georgia Trustee, Owner Participant, Indenture Trustee (both in
its individual capacity and its capacity as Indenture Trustee under the
Restated Indenture), the Collateral Trust Trustee, the Original Collateral
Trust Trustee, each holder of a note from time to time outstanding and the
respective successors, assigns, agents, officers, directors or employees of
any thereof and Affiliates of any of the foregoing."

"Indenture Trustee" means The Bank of New York Trust Company of Florida,
N.A., a national banking association, not in its individual capacity but
solely as indenture trustee under the Indenture, and each successor trustee
or co-trustee of the trusts created by the Indenture.

"Lease" means the Lease Agreement No. 2, dated as of December 30, 1985,
between the Lessor and the Lessee, as amended, modified and supplemented by
the First Lease Supplement and the Second Lease Supplement and as further
amended, modified and supplemented from time to time.

"1997 Refinancing Date" has the meaning assigned to such term in Section 2.03
of the Second Supplemental Participation Agreement.

"1997 Refinancing Documents" means the Second Supplemental Participation
Agreement, the Restated Indenture, the Series 1997 Refunding Lessor Note and
the Second Lease Supplement.

"1997 Refinancing Transaction Expenses" means the sum of (a) the aggregate of
the amounts referred to in clause (b) of the definition of "1997 Refinancing
Transaction Expenses" contained in Appendix C to each of the Other Second
Supplemental Participation Agreements, plus (b) all other fees, expenses,
disbursements and costs incurred by or on behalf of Owner Trustee, Owner
Participant, the Original Funding Corporation, the Funding Corporation, the
Indenture Trustee, the Original Collateral Trust Trustee or the Collateral
Trust Trustee in connection with the transactions contemplated by the 1997
Refinancing Documents on the 1997 Refinancing Date, including the Lessor's
Share of up to $110,000 of the fees and disbursements of counsel to the
Purchasers.

"1997 Supplemental Rent Payment" shall have the meaning set forth in Section
2 of the Second Lease Supplement.

"Offering Circular" means the Offering Circular, dated December 11, 1997, of
the Lessee relating to the Facility Bonds.

"Oglethorpe Indenture" means the Indenture, dated as of March 1, 1997,
between Lessee and SunTrust Bank, Atlanta, as indenture trustee, which
replaced the REA Mortgage, as the same may be hereafter supplemented,
modified or amended, and any new deed to secure debt, indenture or security
agreement placed on the property of the Lessee in substitution thereof. Any
reference to a section or provision of the REA Mortgage shall refer to the
successor section or provision in the Oglethorpe Indenture or any
supplemented, amended or successor deed to secure debt, indenture or security
agreement notwithstanding any change in the numbering or headings of such
sections or provisions.

<PAGE>

"Operative Documents" means the Participation Agreement, the Trust Agreement,
the Lease, the Deed and Bill of Sale, the Supporting Assets Lease, the
Supporting Assets Sublease, the Restated Indenture, the Series 1997 Refunding
Lessor Note, the Assignment, the REA Consent, the Co-Owners' Consent, the Tax
Indemnification Agreement, the Ownership Agreement, the Operating Agreement
and the Ford Assignment and Assumption Agreement.

"Original Collateral Trust Indenture" means the Collateral Trust Indenture,
dated as of October 15, 1986, among Lessee, Original Funding Corporation and
the Original Collateral Trust Trustee.

"Original Collateral Trust Trustee" means SunTrust Bank, Atlanta, formerly
known as the Trust Company Bank, not in its individual capacity but solely as
trustee under the Original Collateral Trust Indenture.

"Original Funding Corporation" means OPC Scherer Funding Corporation, a
Delaware corporation.

"Original Indenture Trustee" means Wachovia Bank of Georgia, National
Association, a national banking association, acting through its agent The
Bank of New York, a state banking corporation organized under the laws of the
State of New York, not in its individual capacity but solely as indenture
trustee under the Original Lease Indenture.

"Original Lease Indenture" means the Original Indenture, as supplemented by
the First Supplemental Indenture.

"Original Participation Agreement" means the Participation Agreement No. 2,
dated as of December 30, 1985, among Lessee, Owner Participant, Original
Trustee, and the Loan Participant.

"Other Leases" means all the leases of undivided interests in the Facility
(other than the Lease) between the Bank, in its capacity as trustee, and
Lessee, dated as of December 30, 1985, as the same have been or may be
amended, modified or supplemented thereafter.

"Other Second Supplemental Participation Agreements" means all supplemental
participation agreements, each dated as of the 1997 Refinancing Date, to
which Lessee and any of the Other Owner Participants are parties, relating to
the Refinancing contemplated to be consummated on the 1997 Refinancing Date
other than the Second Supplemental Participation Agreement.

"Outstanding Bonds" mean the Serial Facility Bonds due 1991, 1996 and 2011
issued by the Original Funding Corporation pursuant to, and Outstanding
under, the Indenture.

"Outstanding Bonds Redemption Date" means January 6, 1998.

"Outstanding Note" means the Note, dated October 15, 1986, issued to the
Original Funding Corporation pursuant to Section 2.4 of the Indenture.

"Participation Agreement" means the Original Participation Agreement as amended,
modified and supplemented by the First Supplemental Participation Agreement and
the Second

<PAGE>

Supplemental Participation Agreement, and as the same may be further amended,
modified or supplemented from time to time in accordance with the provisions
thereof.

"Premium Redemption Price" shall mean the redemption prices (each expressed
as a percentage principal amount) set forth in Schedule 2 to the Series 1997
Refunding Lessor Note.

"Purchase Agreement" means the Purchase Agreement, dated December 11, 1997,
among the Purchasers, Lessee and the Funding Corporation.

"Purchasers" shall mean Goldman, Sachs & Co. and the other Purchasers listed
on Schedule I to the Purchase Agreement.

"Restated Indenture" means the Amended and Restated Indenture of Trust, Deed
to Secure Debt and Security Agreement No. 2, dated as of December 1, 1997,
among the Owner Trustee and the Indenture Trustee.

"RUS" means the Rural Utilities Service, the successor to the REA.

"Second Lease Supplement" means the Second Supplement to Lease Agreement No.
2, dated as of the 1997 Refinancing Date, between the Lessee and the Owner
Trustee.

"Second Supplemental Participation Agreement" means the Supplemental
Participation Agreement No. 2, dated as of the 1997 Refinancing Date, among
Lessee, Owner Participant, the Owner Trustee, the Indenture Trustee, the Loan
Participant, the Original Funding Corporation, the Funding Corporation, the
Original Collateral Trust Trustee and the Collateral Trust Trustee.

"Series 1997 Refunding Lessor Note" means the Note created and established
pursuant to Section 2.4 of the Restated Indenture and issued to the Funding
Corporation pursuant to the Participation Agreement and any Note issued in
exchange or substitution thereof.

"Stipulated Interest Rate" shall mean the lesser of (i) two percent (2%) per
annum above the greater of (A) the published base rate of Citibank, N.A., in
New York, New York, in effect from time to time and (B) six and nine hundred
seventy-four thousandths percent (6.974%) per annum, and (ii) the highest
interest rate per annum permitted by Applicable Law.

4
<PAGE>
SCHEDULE 1
TO
INDENTURE NO. 2

Undivided Interest shall mean a 12.1518987% undivided interest, as a
tenant-in-common with the owners of all other undivided interests in Unit 2,
of Owner Trustee, and through Owner Trustee, Owner Participant, in (A) all
the assets described in all the assets described in the attached Schedule 6
to the Participation Agreement and (B) all assets title to which vests in
Lessor pursuant to the Lease, with the estate of Owner Trustee being
concurrent, as to right and priority with that of each other owner of an
undivided interest in Unit 2, and with the estate of Owner Participant being
concurrent as to right and priority with that of each other Owner Participant.

<PAGE>

Schedule 6
UNIT 2

<TABLE>

<CAPTION>
ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
- ---------- ------------------------ ------------------------------------------------------------------------------------------
<S> <C> <C>

Uniform System of Accounts 311 Structures and Improvements (Steam Production)

SITE IMPROVEMENTS

*311-2044 Yard Sanitary Water:Roof These assets together comprise the Potable Water System.This system includes the Potable
Potable Water Tank; Water Roof Tank which lies at point H5 on E2M1025*** on top of the Steam Generator Unit
Boiler House Potable No. 2 ("Boiler Building") shown on E2M1012 and E2M1013 (sometimes referred to as the
Water; Turbine Room "Steam Generator") and which tank is located partially outside the Unit 2 Site
Potable Water; Potable (SAC331210); the piping connection this tank to the Boiler Building (SAC 425300); the
Water System Check Out piping connecting this tank to the Turbine Room as identified on E2M1023 and E2M1024
(sometimes referred to as "Turbine Building") (SAC 435400 and SAC 425400); and the Potable
Water System checkout (SAC 800840); excluding, however, the piping connecting the Potable
Water Roof Tank to the "Water Treatment Building" as identified in E1M1009.

311-2046 Roadways, Curbs, and These assets are the Powerhouse area roadways (SAC 102200) and grating (SAC 211300) and
Gutters; Powerhouse Area are located at point E3/4 on E1M1007.
Roads

SITE FIRE PROTECTION SYSTEM

311-2121 Water Distribution These assets comprise only the Unit 2 connections to the Site Fire Protection System (SAC
System; Site Fire 441100), the CO2 Fire Protection System, (SAC441700), and the Smoke Detection System (SAC
Protection; CO2 Fire 441800). Note: All fire protection piping is included under Account Code Numbers 311-2313,
Protection; Smoke 311-2357 and 311-2417.
Detection

TURBINE ROOM

311-2301 Subfoundation Work This asset is the Below Ground Concrete Turbine caissons identified as squares located
from columns L through J and rows 3 through 11 on E2M1011, including associated labor and
engineering and supervision costs.

**** Unit 2 Asset
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

*** See attached Drawings Index for identification of Drawings referenced
herein.An initialed set of Drawings is held at Plant Scherer in the office
of the Plant General Manager and is available to interested parties for the
purpose of inspecting the same to verify legal descriptions only.

****Definition on Page 28.

<PAGE>

<TABLE>
<CAPTION>
ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
- ---------- ------------------------ ------------------------------------------------------------------------------------------
<S> <C> <C>

Uniform System of Accounts 311 Structures and Improvements (Steam Production)

311-2303 Concrete Work This asset is the concrete base slab extending from column line H to O as shown on
Substructure E2M1011.

311-2304 Structural Steel This asset is the Turbine Room steel extending from column line H to column line O as
shown on E2M1013. See also E2M1023 and E1M1007 for more detail.

311-2305 Architectural Work This asset is the Turbine Room materials, including but not limited to platforms,
handrails, grating, painting, siding, roof vent, doors, stair enclosure, floor drains,
penthouse, ignitor air ducts, battery room, transfer and Motor Control Center (MCC) room,
switchgear room, enclosure panels, battery room Heating, Ventilating and Air Conditioning
("HVAC"), and associated labor and engineering and supervision costs.

311-2309 Concrete This asset is the Turbine Room concrete roof, operating floor, intermediate floor and
Work--Superstructure stair tower identified as concrete slabs on E2M1024.

311-2313 Lighting System This asset is the Turbine Room Lighting system, including but not limited to lights,
bulbs, wires, circuits, fixtures, on-off switches ("Lighting System") located throughout
the Turbine Room.

311-2314 Heating, Ventilating and This asset is the Turbine Room HVAC System, including, but not limited to compressors,
Air Conditioning System piping, pumps, motors, foundations, controls, instrumentation, electricity, heaters and
fans ("HVAC System") located throughout the Turbine Room.

311-2317 Fire Protection System This asset is the Turbine Room Fire Protection System, including but not limited to pumps,
piping, insulations, valves, spray water nozzles ("Fire Protection System") located
throughout the Turbine Room.

BOILER BUILDING (STEAM GENERATOR HOUSE)

311-2341 Subfoundation Work This asset is the Boiler Building below ground caissons as shown on E2M1011.

311-2342 Excavation Work This asset is all labor and engineering and supervision costs associated with the
preparation of ground for construction of Boiler Building.

311-2343 Concrete This asset is the "Concrete Base Slab" as identified on E2M1011.
work--Substructure
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 311 Structures and Improvements (Steam Production)

311-2344 Structural Steel This asset is the Boiler Building steel extending from column line A to column line H as
shown on E2M1013, and identified as "Unit 2" on E1M1007.It includes everything extending
from column line A to column line H as shown on E2M1023.

311-2345 Architectural Work This asset is the Boiler Building materials, including but not limited to platforms,
handrails, grating, painting, siding, roof vent, doors, stair enclosure, elevator
enclosure, trash shoot, fan room acoustical enclosure, and associated labor and
engineering and supervision costs.

311-2348 Coal Bunker This asset is the nine Coal storage silos identified as Coal Silos between column line
9-3/4 and 11 and between column lines 2 and 3-3/4 on E2M1025 and located in Boiler
Building.

311-2349 Concrete This asset is the Boiler Building concrete roof and floors.
Work--Superstructure

311-2353 Lighting System This asset is the Boiler Building Lighting System located throughout the Boiler Building.

311-2354 HVAC System This asset is the Boiler Building HVAC System located throughout the Boiler Building.

311-2355 Elevators and Manlifts These assets are the Boiler Building Elevators and Manlifts located at points F5 and C3 on
E2M1011.

311-2357 Fire Protection System This asset is the Boiler Building Fire Protection System located throughout the Boiler
Building

UNIT 2 CONTROL ROOM

311-2405 Architectural Work This asset is the Unit 2 Control Room materials, including but not limited to wall panels,
ceiling, floor, cable spread room identified as "Control Room" on E2M1013, and associated
labor and engineering and supervision costs.

311-2412 Plumbing System This asset is the Unit 2 Control Room Plumbing System, including all pipes and valves.

311-2413 Lighting System This asset is the Unit 2 Control Room Lighting System.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 311 Structures and Improvements (Steam Production)

311-2414 HVAC System This asset is the Unit 2 Control Room HVAC System.

311-2417 Fire Protection System This asset is the Unit 2 Control Room Fire Protection System.

SEWAGE TREATMENT

* 311-3301 Collection System These two assets together comprise the Unit 2 sewage treatment collection and
filtration system, including: the Sewage Treatment Structure ("Sewage Treatment
Building") shown on E1M1800 (SAC 175100), Powerhouse sanitary plumbing (SAC 445100) and
Crusher House sewage piping (SAC 445410), which are Unit 2 pipes located partially
inside the Unit 2 Site but which also extend outside the Unit 2 Site at the west side
* 311-3403 Filtration Facilities of the Turbine Building identified as point 3F on E1M1812 and connect to Global Common
Facility pipes which lead to the Sewage Treatment Building located at point D7 on
E1M1800; all that 6" Sanitary Line lying at point D/E 3/4 on E1M1811; the 24" Beam Pipe
at point E2 on E1M1811; and miscellaneous Powerhouse sewage treatment equipment (SAC
325100).

WASTE WATER TREATMENT

* 311-3401 Collection System These two assets together comprise the Unit 2 Wast Water Collection System, including but
not limited to the oil/water separators, circuits, instruments, controls and miscellaneous
waste water treatment equipment located throughout Unit 2.These two assets include
approximately one hundred and fifty drains located throughout Unit 2 which are shaped as
* 311-3403 Filtration Facilities either 1.5 foot squares covered with grating or 6 inch diameter open circles, and Unit 2
pipes located partially inside the Unit 2 Site but which extend outside the Unit 2 Site at
various points and connect to Global Common Facility pipes leading to the "Water Basin" as
identified on E1M1808.

SLUICE WATER RETURN

* 311-3505 Architectural Work These two assets together comprise the materials of the Ash sluice recycle return to Unit
2, including four pipes located at points D-3/4 through F-3/4 on E1M1813 and the 8 inch
minimum flow return pipe located on point D4 of E1M1813.

* 311-3506 Building Appurtenances See also E1M1007.The "Architectural Work" includes all associated labor and engineering
and supervision costs.

311-3523 Concrete This asset is the Ash Sluice Pump House Concrete Foundations and appurtenances.The Ash
Work--Substructure Sluice Pump House is identified as "Ash Sluice Pump House" Unit 2 on E1M1813 and is
located below the "Precipitators" on E1M1007.
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

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Uniform System of Accounts 312 Boiler Plant Equipment

311-3525 Architectural Work This asset is the materials for Ash Sluice Pump House Unit 2 and all associated labor and
engineering and supervision costs.

311-3526 Building Appurtenances These assets are the Ash Sluice Pump House Unit 2 HVAC, Crane Hoist and Circuits.

STEAM GENERATOR

The Unit 2 Steam Generator, sometimes referred to as the "Unit 2 Boiler", has a rated
steaming capacity of 5,789,914 lbs/hr at a maximum pressure of 2990 psig and temperature
of 1000 degrees Fahrenheit. The reheater flow is 5,312,595 lbs/hr at a maximum pressure of
700 psig and temperature of 1000 degrees Fahrenheit. There is 74,640 ft2 of waterwall
heating surface and 145,476 ft2 of economizer heating surface.The Unit 2 Boiler was
manufactured by Combustion-Engineering.

312-4802 Steam Generator Unit 2 This asset is the Unit 2 Boiler including:the waterwalls and steam drums located at points
C-E4; Economizer, located at point D/E 2; Superheater and Reheater located at point C-E3;
(all located on E2M1021) and insulation located along the border of the Unit 2 Boiler
Steam Plant.See E2M1013 for more detail.

312-4803 Air Heaters These assets are two Ljungstron rotary air preheaters, identified as "Air Heater A" and as
"Air Heater B" located on E2M1135.

312-4804 Roof Pressurizing System This asset is the Penthouse Pressurizing System including fans, motors, and ductwork
located on point C 3/4 of E2M1021.

312-4805 Seal Air System This asset is the Seal Air System, including fans, motors, circuits, and ductwork located
at point D5 of E2M1012.

312-4806 Boiler Duct System This asset is the Boiler Duct System and is comprised of the gas recirculation fans,
motors, ductwork, insulation, foundation, and accessories.It is identified as "Gas Recirc
Fans 2A and 2B" and "Gas Recirc Duct" on E2M1011 and includes everything located at
points 3C through 3H on E2M1135 except for "Precipitators" and "air heaters".

312-4807 Soot Blowers These assets comprise the Diamond Sootblower System including six sootblowers at various
points on E2M1019 each identified as "S.B." and related circuits and check-outs.
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

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Uniform System of Accounts 312 Boiler Plant Equipment

312-4808 Instrument and Control This asset is the instrument and Control System, including the Unit 2 Boiler control
System valves, scanners, thermocouples, and circuits probes.The valves are identified as "Relief
valves" at point L5 of E2M1016. This system is otherwise located throughout the Unit 2
boiler Building. See Unit Model for greater detail.

312-4809 Boiler Water Circulating This asset is the Boiler Water Circulating System including the pumps, downcomers, and
System lower ring header. The pumps are identified as "Boiler Circ. Water Pumps" on E2M1014.

COAL FIRING SYSTEM

312-4841 Boiler Burners These assets are eight Boiler Burners located on each of nine levels on the Unit 2 Steam
Generator.They are identified as squares located on corners of the Unit 2 Steam Generator
at points C3 through E3 on E2M1015 and points B4 through C4 on E2M1148.

312-4842 Pulverizers These assets are nine pulverizers:seven with 110 inch bowls and two with 84 inch bowls,
including the foundation and motors.They are identified as Mill on E2M1012 and as "Mills"
and "Pulverizer Mill Control Cabinet" on E2M1148.

312-4843 Coal Feeders These assets are the coal feeders and coal piping.They are identified as "Scale and
Feeder" on E2M1013 and as "Feeder" and pipes connected thereto on E2M1148.

312-4844 Primary Air System This asset is the Primary Air System, including foundations, fans, motors, ductwork,
insulation, and accessories.The system is located at points identified as "Air Duct" and
"Primary Air to Reheater" on E2M1011.The fans are also identified as circles at points F6,
G7 and D/E 6/7 on E2M1148.The ductwork is also identified as "Primary Air" and "Primary
Cold Air" on E2M1148.

312-4845 Pulverized Coal Piping This asset is all the coal piping extending from the Pulverizers (identified as "Mills" to
the Unit 2 Boiler (identified as the "Furnace") on E2M1148.These are transport lines and
are identified as Fuel Piping on E2M1013.

312-4846 Lifting System This asset is the Lifting System, including Pulverizer hoists and Primary Air fan hoists
located at points C2 and D2 on E2M1011.
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

LIGHTER OIL SYSTEM

312-4961 Ignitors These assets are the ignitor air fans and motors as identified on E2M1012.

312-4962 Fuel Supply Facilities These assets are the lighter oil piping and valves shown on E2M1136 and forming part of
the "Steam Generator" shown on E2M1015.

312-4963 Fuel Storage Facilities These assets are the Unit 2 connections to Lighter oil storage located at point H 5/6 on
E1M1813 and point G7 on E1M1846. The connections are located at points B/C7 to F7 on
E2M1136.

AUXILIARY STEAM DISTRIBUTION SYSTEM

312-5005 Steam Distribution This asset is the Steam Distribution System and is made up of all of the start-up steam
System piping running from the Start-up Boiler to Deaerator including the (i) "Auxiliary
Saturated Steampipe" and (ii) Auxiliary Superheated Steampipe located south of column
line 13 of the Boiler Building but excluding the two crossover valves located at column
line 13 of the Boiler Building. This system is shown on E2M1143.

BOILER BLOWDOWN SYSTEM

312-5021 Tanks These assets are the initial Boiler Blowdown Tanks. See Unit Model for detail.

312-5022 Piping These assets are the initial Boiler Blowdown Pipes. See Unit Model for detail.

BOILER DRAFT SYSTEM

The Boiler Draft System includes the Forced Draft Fans, induced Draft Fans, Precipitators
and all associated ductwork, insulation, and appurtenances. See E2M10206, E2M1135 and
E2M1148 for detail.
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

312-5041 Precipitators These assets are the "Precipitators" identified on E2M1135.

312-5043 Forced Draft Fan Outlet This asset is the duct identified as "Secondary Air" on E2M1148.
Duct

312-5045 Precipitator Inlet Duct This asset is the ductwork connecting the "Economizer Outlet" to "Precipitators"
on E2M1135.

312-5046 Precipitator Outlet Duct This asset is the duct connecting the "Precipitator" to "Air Heater A" and "Air Heater B"
on E2M1135.

312-5047 Induced Draft Fan Outlet This asset is the duct connecting the "ID Fans" to the "Stack" on E2M1135.
Duct

312-5048 Forced Draft Fans and These assets are the "FD Fan A" and "FD Fan B" identified on E2M1148.
Drives

312-5049 Induced Draft Fans and These assets are the "ID Fans A", "B", "C" and "D" identified on E2M1135.
Drives

312-5050 Precipitator Lighting This asset is the lighting located throughout the Precipitators as shown on E2M1135 and
E2M1007.

312-5051 Air Heater Outlet Ducts These assets are the ducts extending from Air Heater A and Air Heater B to ID fans A, B, C
and D on E2M1135.

COAL HANDLING SYSTEM

312-5244 Conveyor to Crusher These assets are Conveyor 2B, 2C identified on E2M1008; Conveyors 2D and 2El identified on
House E2M1023; Conveyor 2ER identified on E2M1017; excluding, however, coal unloading Conveyor
2A as identified on E2M1017.

312-5245 Conveyor to Power House

312-5246 Tripper Conveyor (Bunker
FIII)

312-5247 Crusher System This asset is the Crusher System, including:the crushers used to crush coal; motors; and
associated circuits; the system is located inside "Coal Crusher House Unit 2" identified
on E1M1007.

312-5248 Sampling System This asset is the Sampling System, including piping and valves located in Coal Crusher
House Unit 2.
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

8
<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

COAL CRUSHER HOUSE

312-5381 Subfoundation Work This asset is the Coal Crusher House Unit 2 concrete caissons and piling. See E1M1007.

312-5383 Concrete Work This asset is the Coal Crusher House Unit 2 concrete work and foundations.

312-5384 Structural Steel This asset is the Coal Crusher House Unit 2 steel.

312-5385 Architectural Work This asset is the Coal Crusher House Unit 2 materials, including siding, Lighting System,
HVAC System and associated labor and engineering and supervision costs.

312-5386 Building Appurtenances These assets are the Coal Crusher House Unit 2 appurtenances, including the circuits,
hoists, and elevators.

312-5446 Building Appurtenances These assets are the coal handling hoists.See E1M1007 for detail.

312-5601 Water Distribution This asset is the Coal Handling Fire Protection System located throughout the Coal
System Handling System: excluding, however, the connections.

WET ASH HANDLING SYSTEM

* 312-5641 Pyrite Removal System These assets are six systems which together comprise the Wet Ash Handling System,
including: pyrite hoppers; bottom ash hoppers; clinker grinders; ash sluice pumps; piping;
* 312-5642 Boiler Bottom Ash and valves.These assets include piping which ends outside the Unit 2 Site at column
line 13 at the east side of the Boiler Building, the west side of Ash Sluice Building,
* 312-5643 Removal System and which piping carries and under the Precipitators ash to the Ash Pond through
Ash--System Units 1, 3, and 4 and Units 3 and 4 Local Common Facilities. The Wet Ash Handling System
is shown on E2M1127, E2M1128 and E2M1155.

* 312-5644 Transport System

* 312-5645 Sluice Water System

* 312-5663 Transport System

AIR DRYER SYSTEM

312-5701 Air Dryer System These two assets are two systems which together comprise the Air Dryer System, including
air dryers, piping, valves and heat tracing. The dryers are identified as "Air Dryers and
Fillers" on E2M1011.
312-5703 Air Distribution System
</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

CONDENSATE MAKE-UP SYSTEM

* 312-5722 Water Treatment System These three assets are three systems which together comprise the Condensate Make-up System
of Unit 2 including piping and valves, both inside and outside of the Unit 2 Site. This
312-5723 Condensate Storage and piping includes the 16 inch pipe that connects the Condensate Storage Tank located at
Transfer System point D/E 5 on E1M1804 and continues through the Local Common Facilities and enters the
Boiler Building at point G/H 5 on E1M1813 and the 8 inch pipe that connects the Condensate
312-5725 Waste Treatment System Storage Tank to the Boiler Building at point D7 on E1M1813.The Condensate Make-up System
is shown on E2M1109.

SERVICE WATER SUPPLY SYSTEM

312-5741 Service Water Pumping These four assets, one structure and three systems, together comprise the Service Water
Structure System of Unit 2, including piping, valves, chlorination equipment, and sump pumps. Said
Services Water System is shown on E2M1125 and E2M1126.The Service Water System also
312-5742 Plant Service Water includes the "Connector" identified on E1M1813.
System

312-5746 Service Water
Chlorination System

312-5747 Plant Service Water
Return System

FILTERED WATER SUPPLY SYSTEM

* 312-5761 Filtered Water Supply These assets are three systems which together comprise the Filtered Water Supply System,
System including the Filtered Water Storage Roof Tank, piping, and valves; excluding, however,
the piping from the Water Treatment Building to the Filtered Water Storage Roof Tank
* 312-5762 Filtered Water Storage located on top of the Boiler Building at point H5 on E2M1025, and is partially outside of
System the Unit 2 Site. This system is shown on E2M1130, excluding, however, the Cross-over to
Unit 1 Filter Tank.
* 312-5763 Plant Filtered Water
System

MAIN STEAM SYSTEM

312-6401 Main Steam System These assets are four systems which together comprise the Main Steam System including main
steam piping, cold reheat piping, and hot reheat piping.The Main Steam System represented
312-3402 Hot Reheat System by Account Code Number 312-6401 is shown on E2M1101.The Hot Reheat System is shown on
E2M1102.The Coal Reheat System is shown on E2M1103.The Main Steam Bypass System includes,
312-6403 Coal Reheat System but is not limited to, "Ventilator Valve" and piping attached thereto as shown on E2M1101.

312-6405 Main Steam Bypass System

</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

EXTRACTION STEAM SYSTEM

These assets are six systems which together comprise the Extraction Steam System,
including: the extractionsteam piping to High Pressure Heaters, Low Pressure Heaters,
Sootblowers, Air Preheaters, and Deaerator; the piping, valves, and Turbine Water
Induction Control System, all as shown on E2M1107; one 10 inch pipe becoming one 12 inch
pipe connecting Heater 6A and Heater 6B as shown on E2M1107 to the intermediate Turbine;
and the Line extending from the Coal Reheat to Heaters 7A and 7B as shown on E2M1107.

312-6441 High Pressure Heater This asset is the High Pressure Heater Steam System, including the 10 inch pipe, the 12
Steam System inch pipe, and the "Line" shown on E2M1107 and which is part of the Extraction Steam
System.

312-6442 Low Pressure Heater This asset is the Low Pressure Heater Steam System and is part of the Extraction Steam
Steam System System.

312-6443 Soot Blower Steam System This asset is the Soot Blower Steam System and is part of the Extraction Steam System.

312-6444 Air Heater Steam System This asset is the Air Heater Steam System, including all the pipes and valves shown on
E2M1106.

312-6445 Deaerator Steam System This asset is the Deaerator Steam System, including two 18 inch lines which become one 24
inch line extending from the "Intermediate Turbine" to the "Deaerator" identified
on E2M1107.

312-6448 Turbine Water Induction This asset is the Turbine Water Induction Protection System, including but not limited to
Protection System the valves and drains located thereon; excluding, however, the piping.This System is shown
on E2M1115 through E2M1121.

AUXILIARY TURBINE STEAM AND EXHAUST SYSTEM

312-6521 Feedwater Pump Turbine This asset is the Feedwater Pump Turbine Steam and Exhaust System shown on E2M1104,
Steam and Exhaust System including the "Boiler Feed Pumps Turbine Exhausts" identified on E2M1011.

312-6524 Turbine Gland Seal Steam This asset is the Turbine Gland Seal Steam System, including all the piping identified as
System "Gland Seal Steam Supply" on E2M1101.

</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

VENT AND DRAIN SYSTEM

312-6561 Boiler Vent and Drain This asset is the Boiler Vent and Drain System shown on E2M1122 and E2M1123, including all
System the vent and drain piping and valves for Feedwater Heaters, Blowdown Tank, and air
Preheaters.

312-6562 High Pressure Heater This asset is the High Pressure Heater Vent and Drain System, including all the piping,
Vent and Drain System valves and instrumentation shown on E2M1111.

312-6563 Low Pressure Heater Vent This asset is the Low Pressure Heater Vent and Drain System, including all the piping,
and Drain System valves and instrumentation shown on E2M1112.

312-6565 Steam Vent and Drain This is the Steam Vent and Drain System, including the Air Preheater Vent and Drain Piping
System on E2M1106, "Boiler Feed Pump Turbine Draws" on E2M1104, and the 2 inch drains on E2M1101
and E2M1102.

312-6566 Condensate Vent and This asset is the Condensate Vent and Drain System, including the Boiler Blow-off Tank and
Drain System Boiler Drain Piping as shown on E2M1123.

CONDENSATE SYSTEM

312-6581 Condensate Piping System This asset is the Condensate System shown on E2M1108, including the Low Pressure Heaters,
Polishing Unit, Deaerator, Deaerator Storage Tank, condensate pumps, piping, and valves.

312-6582 Low Pressure Heaters These assets are the "Low Pressure Heaters" identified on E2M1108.

312-6583 Polishing Unit This asset is the "Condensate Polishing Unit" identified on E2M1108.

312-6584 Deaerator and Tank These assets are the Condensate System Deaerator and Deaerator Storage Tank identified as
the "Deaerator" and "Storage Tank" at point F5 on E2M1024.

312-6585 Condensate Pumps and These assets are all the pumps and drives shown on E2M1108.
Drives
</TABLE>

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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

12
<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

CONDENSATE AUXILIARY SYSTEM

The Condensate Auxiliary System includes chemical treatment, minimum flow piping,
superheater sprays, reheater sprays, and associated piping and valves shown on E2M1138.

312-6601 Chemical Feed System This asset is the Chemical Feed System, including feed pumps, chemical feed piping, and
supply piping. The chemical feed system is shown on E2M1138.

312-6602 Polishing Unit Waste This asset is the Polishing Unit Waste Treatment System which provides chemical waste and
Treatment System is shown on E2M1138.

312-6603 Condensate Overflow and These assets are 10 inch lines running from the "Condensate Pumps" to "Condensor Shell B"
Recirculation Lines shown on E2M1108.

312-6604 Spray Water System This asset is the Spray Water System and is comprised of the pipes and valves shown on
E2M1105.

FEEDWATER SYSTEM

312-6621 Feedwater Piping System This asset is the Feedwater Piping System, including boiler feedwater pumps, high pressure
heaters, boiler feedwater turbines, start-up/standby boiler feedwater pumps, piping, and
valves located at point B5 on E2M1024; excluding, however, the "Minimum Flow Lines." The
feedwater Piping System is shown on E2M1110.

312-6622 High Pressure Heaters These assets are part of the Feedwater Piping System and are located at point B5 on
E2M1024.

312-6625 Feedwater Pumps and These assets are the "BF Pumps," "Turbines" and "Motor" identified on E2M1110.
Drives
</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

FEEDWATER AUXILIARY SYSTEM

312-6641 Feedwater Minimum Flow These assets are the "Minimum Flow Lines" identified on E2M1110.
Lines

312-6644 Spraywater System These assets are the Superheater Desuperheat Sprays and are identified as "SHDe Sup
Spray" on E2M1110.

312-6660 Water Sampling and This asset is the Water Sampling and Analysis System, including circuits, piping, and
Analysis panels located at point G3 and identified as "Water Analysis" on

LUBE OIL SYSTEM

312-6701 Forced Draft Fan Turbine This asset is the Forced Draft Fan Turbine Oil System, including but not limited to "Heat
Oil System Exchanger" at points C3 and E3 on E2M1011.

312-6702 Feedwater Pump Turbine This asset is the Lube Oil System for Boiler Feedwater Turbines ("BFP"); including BFP
Oil System Turbine Oil Conditioners located at points O6 and D6 on E2M1001 and 2 BFP Oil Reservoirs
located between points A5 through H5 and A1 through H1, including all piping connected
thereto as shown on E2M1137.

NITROGEN SUPPLY SYSTEM

*312-6741 Nitrogen Supply System This asset is the Nitrogen Supply System, including all nitrogen supply piping to Unit 2;
excluding, however, the gray piping located in the "Hydrogen Trench" identified on E1M1807
and E1M1812 and which piping connects the Nitrogen Tanks to the Boiler Building; further
excluding the valves located at columns 3 1/2G, 4G, 6G, 6G 1/4, 8G, 9G, and 11G of the
Boiler Building.

CHEMICAL WASH SYSTEM

The Chemical Wash System includes the heat exchanger, piping, valves, controls, and
pumps. See E2M1144, E2M1145 and E2M1146.

312-6761 Piping System This asset is the Piping System, including all piping identified as "Temp Chemical Wash
Piping" or "Permanent Chemical Wash Piping" on E2M1144, E2M1145 and E2M1146.

312-6762 Heat Exchanger This asset is the Chemical Clearing Heat Exchanger identified on E2M1144, E2M1145, and
E2M1146.

312-6763 Pumps and Drives These assets are the pumps and drives as identified by Empty Circles located at points A7
and B7 on E2M1144, E2M1145, and E2M1146.
</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 312 Boiler Plant Equipment

CHEMICAL WASTE TREATMENT SYSTEM

312-6781 Collection System This asset is the Collection System and is comprised of the chemical wastewater discharge
pipes connecting the Chemical Cleaning Heat Exchanger located at point G5 on E2M1011 to
the Unit 2 Boiler Building at Column 11G.

312-6783 Filtration Facilities These assets are two filters located at points B6 and B5 of E2M1144 and labeled
"A1PAFM003" and "AHPAFM002" respectively, including the "Starter Mixer" at point C5
on E2M1011.

</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 314 Turbogenerator Units

TURBINE GENERATOR

The Turbine-Generator is a four flow, tandem-compound, 3600 RPM, condensing, single reheat
machine. Nominal output is 818,000 KW (NET). Generator railing is 990,000 KVA, 0.90 power
factor, and 0.50 short circuit ratio at a maximum hydrogen pressure of 75 psig.The machine
was manufactured by General Electric.

314-7521 Foundations These assets are the Turbine-Generator above-ground foundations lying on top of the
Turbine Caissons identified as Account Code Number 311-2301.

314-7522 Turbine This asset is a high pressure, intermediate pressure, and low pressure Turbine and is
located between points D/E6 and B/C6 on E2M1013.

314-7523 Generator This asset is a Generator, including the stator and rotor, and is located between points
D/E6 and E/F6 on E2M1013.

314-7524 Excitor This asset is an Alterex Excitor which provides a magnetic field on the Rotor and is
located at point F6 on E2M1013.

314-7525 Turning Gear and Motor This asset is the Turbine turning gear and motor located at point E6 on E2M1013.

314-7526 Electro-Hydraulic This asset is the Electro-Hydraulic Control System, including all the piping, valves,
Control System motor, tank and heat exchangers identified as EHC Unit at point B6 on E2M1011.

314-7527 Seal Oil System This asset is the Seal Oil System, including all the piping, valves, tanks and heat
exchangers, and is identified as HrD Seal Oil System at point F6/7 on E2M1011.

314-7528 Turbine Steam Piping This asset is the Turbine Steam Piping System including all the turbine valves, steam
System piping, seal steam pipes and valves located at point C6 on E2M1012.

314-7529 Turbine Drain System This asset is the Turbine Drain System including all the piping and valves shown on
E2M1115.
</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 314 Turbogenerator Units

314-7530 Generator Cooling and This asset is the Generator Cooling and Purge System, including all the piping, valves,
Purge System tank, and heat exchanger identified as the "Stator Winding Cooling Unit" at point E/F 6/7
on E2M1011.

CONDENSING SYSTEM

314-7701 Condensers These assets are two Condensers identified as such at point D/E 6/7 on E2M1011, including
all foundations, piping, and valves.

314-7702 Condenser Connections These assets are the Condenser inlet piping and outlet piping running between the two
Condensers identified under Account Code Number 314-7701.

314-7703 Vacuum System This asset is the Condenser Vacuum System including vacuum pumps, foundations, piping, and
valves, located at point C/6 on E2M1011 and also shown on E2M1114.

314-7704 Condenser Tube Cleaning This asset is the Amertap Condenser Tube Cleaning System, including piping, valves,
System strainers and tanks. This system also includes the "Amertop Strainers" located at point
C/D 4 on E2M1129.

COOLING WATER SYSTEM

*314-7741 Cooling Water These assets are the cooling water tunnels running underground between the Unit 2
Passageways Condenser and the Unit 2 Cooling Tower and identified as the Unit 2 "intake pipe" and
Unit 2 "discharge pipe" on E1M1812, and as the 120 inch tunnels on E2M1129.

314-7744 Cooling Tower Intake and These assets are the Cooling Tower inlet and outlet structures and identified as
Discharge Structures "By R-C" on E2M1129.

*314-7746 Cooling Pond Intake This asset is the connection to the Service Water System and includes a 16 inch pipe
Structure connecting the Cooling Tower inlet on E1M1804 to the Unit 2 Site at point G6 on E2M1129.

314-7747 Cooling Water This asset is the Cooling Water Chlorination System, including piping originating at the
Chlorination System Chlorine Building and connecting into the Cooling Tower Tunnel, which tunnel connects the
Unit 2 Condenser into the Unit 2 Cooling Tower as shown on E1M1008.This System is
identified as the "Chlorine Addition" on E2M1129.
</TABLE>
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* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 314 Turbogenerator Units

314-7749 Cooling Water Pumps and These assets are the Unit 2 cooling water pumps, motors, foundations, and valves
Drives identified as "Circ Water Pumps" at point E7 on E2M1011 and at point G4 on E2M1129.

314-7750 Storage Water Supply This asset is the Unit 2 "Cooling Tower" piping located inside the Cooling Tower located
System at point E/F 7 on E2M1129.

UNIT 2 COOLING TOWER

314-7761 Subfoundation Work This asset is the Unit 2 Cooling Tower below ground caissons and foundations and is
identified as "Cooling Towers" at point E/F 7 on E2M1129.

314-7762 Excavation Work This asset is all labor and engineering and supervision costs associated with the
preparation of the ground for the Unit 2 Cooling Tower. See Point E/F 7 on E2M1129.

314-7763 Concrete Work This asset is the Unit 2 Cooling Tower concrete and associated labor and engineering and
supervision costs located at Point E/F 7 on E2M1129.

314-7764 Structural Steel This asset is the Unit 2 Cooling Tower steel located at point E/F 7 on E2M1129.

314-7765 Architectural Work This asset is all the materials of the Unit 2 Cooling Tower including the supports, fill
material, deicing screens, stairs, canopy and enclosure, and associated labor and
engineering and supervision costs. See point E/F 7 on E2M1129.

*314-7766 Cooling Tower Equipment This asset is miscellaneous Unit 2 Cooling Tower equipment, including the Cooling Tower
blowdown, sumps, drain pump and risers located on Local Common Facilities Site and
connecting the Unit 2 Cooling Tower to Lake Juilette. See E2M1129.

LIFTING SYSTEM

314-7801 Turbine Floor Crane This asset is a crane located at point B7 on E2M1013.

LUBE OIL SYSTEM

314-7901 Turbine Generator Oil This asset is the Turbine Generator Oil System, including pumps, piping, and valves, and
System is identified as the "Turbine Oil Tank" at point B7 on E2M1012.
</TABLE>
- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 314 Turbogenerator Units

*314-7903 Oil Storage and Transfer These assets are the Unit 2 connections to lube oil storage facility identified as the
Facilities "Supply Header" and "Return Header" located in the Hydrogen Trench on E1M1812; excluding,
however, all the piping connecting the Lube Storage Area to the Boiler Building.

</TABLE>
- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

Uniform System of Accounts 315 Accessory Electric Equipment

RACEWAY SYSTEM

315-8021 Turbine Building Trunk This asset is the Main Duct connecting the Unit 2 Control Room and Turbine Room
Raceway instrumentation. See Unit Model for detail.

315-8022 Steam Generator Trunk This asset is the Main Duct connecting the Unit 2 Control Room and Boiler Building
Raceway instrumentation. See Unit Model for detail.

315-8024 Coal Handling Raceway This asset is the Main Duct connecting the Unit 2 Control Room and Coal Handling Area
System instrumentation. See Unit Model for detail.

315-8042 Turbine Building Cable This asset is the Cabletray and Conduit connecting the Unit 2 Control Room and Turbine
Tray and Conduit Room instrumentation. See Unit Model for detail.

315-8043 Steam Generating This asset is the Cabletray and Conduit connecting the Unit Control Room and Boiler
Buildings Building instrumentation. See Unit Model for detail.

315-8044 Control Room This asset is the Cable Tray and Conduit connecting instrumentation located inside the
Unit 2 Control Room. See Unit Model for detail.

*314-8045 All Other Buildings These assets are the Cable Tray and Conduit located in the "Duct Run" which connects the
Unit 2 Control Room to the Water Treatment Building as shown on E1M1808.

UNIT GROUND SYSTEM

315-8061 Site Ground This asset is part of the Unit 2 Ground System, which provides electrical grounding to all
of Unit 2.

315-8063 Generator Neutral Ground This asset is part of the Unit 2 Ground System, which protects the Unit 2 Generator.

GENERATOR BUS SYSTEM

315-8101 Generator Bus Cooling This asset is the Generator Bus Cooling Unit (Air Conditioner) identified as a rectangle
System with six circles located on point E/F 7 on E2M1012.

315-8102 Bus Equipment and These assets are the Generator bus and supports identified as "Generator Leads" at point
Supports E/F 7 on E2M1012.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

20
<PAGE>

<TABLE>
<CAPTION>
ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
- ---------- ------------------------ ------------------------------------------------------------------------------------------
<S> <C> <C>
UNIFORM SYSTEM OF ACCOUNTS 315 ACCESSORY ELECTRIC EQUIPMENT

CENTRALIZED PLANT CONTROL SYSTEM

* 315-8141 Metering and Relay These assets are the annunciators, meters, and relays.

* 315-8142 Main Switching Control This asset is the main switchyard console.
System

* 315-8143 Steam Generator Control This asset is the Burner Management System including the Furnace Supervisory Safety System
System (FSSS), which FSSS controls the meters, relays and controls of Steam Generator Unit 2;
excluding, however, the Load Management Control Center (LMCC).

* 315-8144 Soot Blow Control System This asset is the Soot Blower Control System, which is comprised of the Soot Blower
controls.

* 315-8145 Turbine Generator This asset is the Turbine Generator Control System, which is comprised of the Turbine
Control System controls.

* 315-8147 Coal Handling Control This asset is the Coal Handling System, including controls, consoles and circuits.
System

* 315-8148 Central Plant Control This asset is the Control Console and Digital Date System, including meters, relays and
Console controls.

* 315-8160 Computer System This asset is the Foxboro Computer located at point G/H 4 on E2M1013.

* 315-8180 Local Racks and Panels These assets are the local racks and controls located throughout Unit 2.

D.C. SYSTEM

315-8241 Distribution System This asset is the D.C. Distribution System, including the Station 125/250 V DC circuits
(located throughout Unit 2), batteries, and D.C. Inverter.

315-8243 Battery System This asset is the Battery System,
which is comprised of the batteries located in "Battery
Room" at point G/H 7 on E2M1011.

315-8244 D.C. Inverter This asset is the D.C. Inverter located in the Battery Room.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

* Located in Control Room as identified at point G5 on E2M1013.

<PAGE>

EMERGENCY GENERATOR SYSTEM

315-8321 Generator This asset is a 480 volt ("V") generator system shown on E1M1807, including the connection
parts such as wires, conduits, and cable tray which connect the 480 V generator to the
Unit 2 control panel, excluding, however, the 480 V generator identified as "Emergency
Generator Building Units 1 and 2" at point D 2/3 on E1M1007.

AC SYSTEM

315-8361 Distribution System This system is comprised of the Station 120-/208 V AC switchgear identified as "208V Misc.
Power Transformer" located at point G6 on E2M1011, including the MCC and circuits located
throughout the equipment and structures located on the Unit 2 Site.

315-8441 Distribution System This system is comprised of the Station 480 V switchgear identified as 480 Motor Control
Center at point G/H 7 on E2M1011, including the MCC and circuits located throughout the
equipment and structures located on the Unit 2 Site.

315-8444 Transformer System This system is comprised of the 5 480 V transformers located at point G 5/6 on E2M1011.

351-8481 Distribution System This system is comprised of the 277/430 V Lighting switchgear and circuits located
throughout the equipment and structures located on the Unit 2 Site.

315-8601 Distribution System This system is comprised of the Station 4160 V switchgear identified as "4160 Bus 2A" and
"4160 Bus 2B" at point G/H 7 on #2M1012, MCC, and circuits located throughout the
equipment and structures located on the Unit 2 Site.

315-8604 Transformer System This system is comprised of two 4160 V transformers which provide station service
("Station Service Transformers") and are shown on E2M1011.

315-8641 Distribution System This system is comprised of the Station 6900 V switchgear (identified as "6900 Bus 2B" and
"6900 Bus 2A" located at points G7 and G8 on E2M1012), MCC and circuits.

315-8644 Transformer System This system is comprised of all of the 6900 V transformers which provide station service
and are shown on E1M1880.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

* 315-8841 Distribution System This system is comprised of the connection to the 115kV system including one each of
three single phase overhead lines that connect the switchyard ("High Voltage Switchyard")
shown on E1M1001 to the 115 kV transmission tower located in the northern part of the
switchyard ("Low Voltage Switchyard") shown on E1M1009 and which connect to the Station
Service Transformers.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

INTRASITE COMMUNICATION SYSTEM

* 316-1521 Telephone System This asset is a telephone wire that connects the Unit 2 Control Room to the Private Branch
and Exchange located on the fourth floor of the service building. The wire itself runs
across Unit 1. See Unit Model for detail.

316-1522 Public Address System This asset is a Public Address System, including the speakers, wire, microphones located
throughout the structures on the Unit 2 Site.

COMPRESSED AIR SYSTEM

* 316-1541 Compressors and Drives These assets are the compressors, motors, foundations identified as points "2A," "2B,"
and "2C" and located at point D 4/5 on E2M1011.

316-1542 Air Distribution System This asset is the Air Distribution System, including the Air piping and valves located
throughout the structures on the Unit 2 Site.

316-1543 Air Storage and Drying These assets are the air storage tanks and dryers identified as three small circles
located next to the Compressors and Drives (See Account Code Number 316-1541, above).

PLANT SUPPORT EQUIPMENT

316-1560 Central Vacuum Cleaning This is the Central Vacuum Cleaning System, including but not limited to Vacuum Pump and
System Piping identified as the "Vacuum Cleaning Unit" located at point E/F 4 on E2M1011.

316-1583 Food Service Equipment This asset is all Kitchen Equipment located at point F/G 4 on E2M1013.

316-1584 Hospital and First Aid This asset is all Medical Equipment located inside the Unit 2 Control Room located at
Equipment point G/H 5 on E2M1013.

316-1586 Environmental Monitoring This asset is all environmental monitoring equipment located inside the Unit 2 Control
Equipment Room.

316-1588 Safety Equipment This asset is all safety equipment located inside the Unit 2 Control Room.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

316-1589 Internal Security This asset is all security equipment located inside the Unit 2 Control Room.
Equipment

316-1593 Plant Furnishings These assets are all office furnishings located inside the Unit 2 Control Room.

316-1596 Data Processing This asset is all data processing equipment located inside the Unit 2 Control Room.
Equipment

316-1620 Plant Welding System This asset is the Unit Welding System located throughout the structures on the Unit 2 Site
and including Welding Circuits and Welding Machines.

316-1640 Plant HVAC System This is the Plant HVAC System, including but not limited to "Air Handling Equipment"
located at point G/H 8 on E2M1011.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

25
<PAGE>

352-9051 Yard Lighting: Low This asset is the Low Voltage Switchyard Lighting (SAC 544400), including lamp posts,
Voltage Switch and bulbs, wire, conduit, and associated labor and engineering and supervision costs.
Lighting

352-9101 Water Piping System This asset is the Water Piping System, including the Low Voltage Switchyard Fire
Protection System which includes piping, sprinklers, and associated labor and engineering
and supervision costs.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

<PAGE>

353-9320 Duct System This asset is the Low Voltage Duct Run and Cable Trench. See Unit Model for detail.

353-9341 Site Ground This asset is the Low Voltage Switchyard Ground including a grid of wires tying underneath
the ground on the Unit 2 Site.

* 353-9342 Overhead Ground This asset includes two wires extending from a tower in the High Voltage Switchyard to the
500 kV transmission lower located in the Low Voltage Switchyard and continuing to the
Boiler Building.

TRANSFORMERS AND SWITCHES

353-9361 Foundations These assets are the low voltage switchyard foundations and the above Ground Concrete
supporting the Low Voltage Switchyard Equipment.

**353-9381 High Voltage Structures These assets are the switchyard steel, transmission towers, transition structures, and
(69,000 Volts and Above) supports for bus.

353-9401 Power Transformers These assets are the three Main power transformers located at point C 2/3 on E1M1010.

353-9402 Station Service These assets are the two Start-up Station Service Transformers located at point C/3 on
Transformers E1M1010.

**353-9440 Circuit Breakers and These assets are located in High Voltage Switchyard and connect to the 500 kV system.
Reclosers

**353-9502 Switch Apparatus These assets are the air break circuit switches (disconnect switches).

* 353-9520 Lightning Arrestors These assets are located in Low Voltage Switchyard and partially on the Unit 2 Site.

**353-9541 Current Transformers These assets are transformers for relay protection and metering of equipment.

**353-9543 Coupling Capacitor These assets are devices for surge protection and connect to the high voltage transmission
Potential Devices lines.

353-9581 Overhead Bus This asset is the station service 6900 V bus and the 4160 V bus as shown on E2M1012.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

** Located in the High Voltage Switchyard.

<PAGE>

**353-9601 Switchboard Rec. Cont. These assets are the Switchboard Circuits and Miscellaneous Equipment, including
and Carrier Equipment recorders, controllers, and carrier equipment for monitoring Unit 2 connections to the
High Voltage Switchyard.

**353-9621 Distribution Equipment This asset is the A.C. station service distribution system.

**353-9641 Storage Battery System These assets are the D.C. system storage batteries (for control of breakers).

**353-9720 Line Traps These assets are the switchyard line traps and tuners, used for noise suppression.

**** Unit 2 Asset Shall mean any of the assets listed on Schedule 6 to the Participation Agreement, which
Unit 2 Assets are identified in the Code of Accounts, represented by an Account Code
Number and incorporated in Unit 2, including, without limitation, all buildings or
building components, fixtures, appliances, parts, instruments, appurtenances, accessories,
equipment, concrete, steel, tanks, piping, valves, connections, pumps, lighting, fans,
motors, circuits, ductwork, transformers, wires, switches, and other property of whatever
nature.Reference is hereby made to the Uniform System of Accounts for the purpose of
identifying and specifying all Unit 2 Assets to be included in Unit 2; excluding, however,
those certain items specifically excluded on Schedule 6.For accounting and cost purposes,
certain Code of Account numbers for associated amortized labor and engineering and
supervision design costs have been listed and grouped with the Unit 2 Assets to which they
apply.All Unit 2 Assets are located within the boundaries of the Unit 2 Site, except where
specifically noted on Schedule 6.
</TABLE>

- ------------------------

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

** Located in the High Voltage Switchyard.

<PAGE>

**** Account Code Number Shall mean any of the seven digit numbers which represent any of the Unit 2 Assets, with
the first three digits representing the number in the Uniform System of Accounts, and the
last four digits representing the number in the Code of Accounts.

**** Uniform System of Shall mean Federal Energy Regulatory Commission ("FERC") Uniform System of Accounts
Accounts prescribed for Electric Borrowers of the Rural Electrification Administration published by
the U.S. Department of Agriculture and designated REA Bulletin 181-1 dated January 1,
1978.

**** Code of Accounts Shall mean the system of accounts used by Georgia Power Corporation, a Georgia Corporation
(GPC) and Oglethorpe Power Corporation (an ELECTRIC MEMBERSHIP GENERATION AND TRANSMISSION
CORPORATION).

**** SAC Shall mean any of the scheduled activity codes used to further specify assets represented
in the Code of Accounts.

**** Unit Model Shall mean that model of Unit 1, Unit 2, Unit 3 and Unit 4 located on the third floor of
the Service Building located on the Unit 2 site.

**** System Shall mean all those Unit 2 Assets which both separately and collectively constitute a
Unit 2 Asset, and which are so related so as to interact and function as a complex whole.
</TABLE>

29
<PAGE>
DRAWINGS
INDEX

The following list contains a description of various drawings ("Drawings")
prepared by Southern Services, Inc. for Georgia Power Company. Drawings numbered
E1M1000 through E1M1099 and E2M1000 through E2M1099 depict various plot plans of
the Units' mechanical division. Drawings numbered E1M1100 through E1M1199 are
diagrams of process piping and instruments. Drawings numbered E1M1800 through
E1M1899 depict below grade plans of the Units.

<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E1M1001 Plant Scherer Map of Site (Site Water Plan)................................... 12/14/84
E1M1007 Plant Scherer General Arrangement Plant Site Yard............................. 11/14/80
E1M1008 Plant Scherer General Arrangement Plant Site.................................. 5/24/82
E1M1009 Plant Scherer General Arrangement Powerhouse Yard............................. 5/10/82
E1M10010 Plant Scherer General Arrangement Units 1-4 Roof Plan......................... 5/5/82
E1M1804 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 4 of 45................................................................. 6/13/84
E1M1807 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 7 of 45................................................................. 4/22/82
E1M1808 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 8 of 45................................................................. 7/5/85
E1M1811 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 11 of 45................................................................ 6/27/84
</TABLE>

1
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E1M1812 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 12 of 45................................................................ 6/27/84
E1M1813 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 13 of 45................................................................ 7/10/85
E1M1846 Plant Scherer Units 1-4 Sections for Composites of Features Below Grade Near
Powerhouse.................................................................... 11/10/80
E1M1800 Plant Scherer Units 1-4 Composite of Features Below Grade Near Powerhouse Key
Plan.......................................................................... 6/22/78
E1M1880 Plant Scherer Units 1-4 Composite of Yard Features Above Grade Sheet 5 of 19.. 12/11/84
E2M1011 Plant Scherer Unit No. 2 General Arrangement Base Slab El. 468'-0"............ 9/18/80
E2M1012 Plant Scherer Unit No. 2 General Arrangement Mezzanine Floor El. 490'-0"...... 9/25/80
E2M1013 Plant Scherer Unit No. 2 Gen. Arrangem't Operating Fl El. 516-0 & Plat El.
537'-0"....................................................................... 11/3/82
E2M1014 Plant Scherer Unit No. 2 General Arrg't. Fl. El. 551'-0" & Plan of Plate "A-A"
El. 560'-9" "B-B" El. 569'-6"................................................. 9/18/80
E2M1015 Plant Scherer Unit No. 2 Gen Arrg't Plan View Pl. El. 578'-0" Plan of Plat
"CC" El. 586'-9" & "DD" El. 595'-6"........................................... 9/18/80
E2M1016 Plant Scherer Unit No. 2 General Arrangement Plan View Platform El.604'-0".... 9/19/80
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E2M1017 Plant Scherer Unit No. 2 Gen. Arrangem't Plan View Pl. El. 614'-0" & 608'-0" &
Plat. El. 613'-0"............................................................. 9/20/80
E2M1018 Plant Scherer Unit No. 2 General Arrg't Plan View (including
platform elevation)........................................................... 9/25/80
E2M1019 Plant Scherer Unit No. 2 General Arrangement Floor El. 653'-0" & Plan of Plat.
"F-F" El. 665'-0"............................................................. 9/19/80
E2M1020 Plant Scherer Unit No. 2 General Arrangement Plan Fl. El. 675'-0" & Platf. El.
658'-0"....................................................................... 9/19/80
E2M1021 Plant Scherer Unit No. 2 General Arrangement Drum Floor El. 695'-0"........... 9/30/80
E2M1022 Plant Scherer Unit No. 2 General Arrangement Roof Plan El. 744'-11"........... 10/1/80
E2M1023 Plant Scherer Unit No. 2 Gen Arrangement Cross Sec A A Looking North at
Colline 2..................................................................... 11/17/82
E2M1024 Plant Scherer Unit No. 2 Gen Arrangement Cross Sec B-B Looking North at
Colline 3..................................................................... 10/3/80
E2M1025 Plant Scherer Unit No. 2 General Arrangement Cross Section C-C Looking East at
Colline G..................................................................... 10/3/80
E2M1026 Plant Scherer Unit No. 2 Gen Arrg't Cross Section D-D Boiler House Looking
West.......................................................................... 10/3/80
E2M1032 Plant Scherer Unit No. 2 General Arrangement Platf. El. 643'-0"............... 10/1/80
E2M1033 Plant Scherer Unit No. 2 General Arrangement Mill Maintenance Area and Coal
Transfer Tower................................................................ 10/1/80
E2M1100 Plant Scherer--Unit No. 2 P&ID--Legend........................................ 7/31/80
E2M1101 Plant Scherer--Unit No. 2 P&ID--Main Steam.................................... 3/22/83
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E2M1102 Plant Scherer--Unit No. 2 P&ID -Hot Reheat.................................... 3/28/83
E2M1103 Plant Scherer--Unit No. 2 P&ID--Cold Reheat................................... 8/31/83
E2M1104 Plant Scherer--Unit No. 2 P&ID BFP Turbine Steam Supply Exhaust and Drains.... 8/25/82
E2M1105 Plant Scherer--Unit No. 2 P&ID Superheater & Reheater Desuperheater Spray
Water......................................................................... 9/23/82
E2M1106 Plant Scherer Unit No. 2 P&ID Steam for Air Preheaters........................ 11/26/84
E2M1107 Plant Scherer--Unit No. 2 P&ID Extraction Steam to H.P. and L.P. Heaters...... 10/21/82
E2M1108 Plant Scherer--Unit 2 P&ID Condensate System.................................. 2/4/83
E2M1109 Plant Scherer--Unit No. 2 P&ID Condensate Makeup & Fill....................... 2/4/83
E2M1110 Plant Scherer--Unit No. 2 P&ID Feedwater System............................... 10/13/83
E2M1111 Plant Scherer--Unit No. 2 P&ID H.P. Heater Drains & Controls.................. 2/22/85
E2M1112 Plant Scherer--Unit No. 2 P&ID Low Pressure Heater Drains & Controls.......... 5/17/83
E2M1113 Plant Scherer--Unit No. 1 P&ID Main Team Hot Reheat Cold Reheat & Turbine
Drains........................................................................ 10/5/82
E2M1114 Plant Scherer Unit No. 2 P&ID Condenser Vacuum Breaker & Hotwell Waterbox &
Vacuum Pump Vents & Drains.................................................... 8/18/82
E2M1115 Plant Scherer-Unit No. 2 P&ID Turbine Water Induction Protection for Hot &
Cold Reheat and No. 7 Heater.................................................. 3/23/83
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E2M1116 Plant Scherer Unit No. 2 P&ID--Turbine Water Induction Protection for No. 6
Heaters....................................................................... 10/25/82
E2M1117 Plant Scherer Unit No. 2 P&ID--Turbine Water Induction Protection for
Deaerator and Boiler Feed Pump Turbine........................................ 10/21/82
E2M1118 Plant Scherer--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 4
Heater........................................................................ 9/1/82
E2M1119 Plant Scherer--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 3
Heater........................................................................ 10/25/82
E2M1120 Plant Scherer--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 2
Heater........................................................................ 10/11/82
E2M1121 Plant Scherer--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 1
Heater........................................................................ 10/6/82
E2M1122 Plant Scherer--Unit No. 2 P&ID Boiler Blow-Off & Drains, Sheet 1 of 2......... 4/12/83
E2M1123 Plant Scherer--Unit No. 2 P&ID Boiler Blow-Off & Drains, Sheet 2 of 2......... 2/1/84
E2M1125 Plant Scherer--Unit No. 2 P&ID Service Water, Sheet 1 of 3.................... 5/6/83
E2M1126 Plant Scherer--Unit No. 2 P&ID Service Water, Sheet 2 of 3.................... 1/30/85
E2M1127 Plant Scherer--Unit No. 2 P&ID Sluice Water & Ash Handling, Sheet 1 of 9...... 2/4/85
E2M1128 Plant Scherer--Unit No. 2 P&ID Sluice Water & Ash Handling, Sheet 2 of 9...... 7/2/84
E2M1129 Plant Scherer--Unit No. 2 P&ID--Circulating Water............................. 11/19/84
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E2M1130 Plant Scherer--Unit No. 2 P&ID Filtered Water................................. 9/7/83
E2M1131 Plant Scherer--Unit No. 2 P&ID Service Air, Sheet 1 of 2...................... 6/6/83
E2M1132 Plant Scherer--Unit No. 2 P&ID Service Air, Sheet 2 of 2...................... 5/2/83
E2M1134 Plant Scherer--Unit No. 2 P&ID Power Block Heating Steam Supply and Drains.... 6/12/84
E2M1135 Plant Scherer--Unit No. 2 P&ID--Gas Flow...................................... 9/17/82
E2M1136 Plant Scherer Unit No. 2 P&ID Lighter Oil..................................... 3/30/84
E2M1137 Plant Scherer--Unit No. 2 P&ID Lube Oil....................................... 10/27/81
E2M1138 Plant Scherer--Unit No. 2 P&ID Chemical Feed.................................. 7/20/83
E2M1143 Plant Scherer--Unit No. 2 P&ID Auxiliary Steam Headers........................ 3/2/84
E2M1144 Plant Scherer--Unit No. 2 P&ID Chemical Wash Phase I--Heater
Shell--Extraction--Drain System............................................... 11/8/82
E2M1145 Plant Scherer--Unit No. 2 P&ID Chemical Wash Phase 2--Condensate and
Feedwater Piping.............................................................. 11/8/82
E2M1146 Plant Scherer--Unit No. 2 P&ID Chemical Wash Phase 3--Boiler and Economizer... 11/8/82
E2M1147 Plant Scherer--Unit No. 2 P&ID Gland Seal Steam to Boiler Feed Pump Turbine... 8/25/82
E2M1148 Plant Scherer--Unit No. 2 P&ID Air & Coal Flow................................ 2/2/84
E2M1149 Plant Scherer--Unit No. 2 P&ID Portable Water System.......................... 10/27/84
</TABLE>

6
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
- ------------ ------------------------------------------------------------------------------ --------------------
<S> <C> <C>
E2M1151 Plant Scherer--Unit No. 2 P&ID Inerting Steam to Mills........................ 10/21/82
E2M1152 Plant Scherer--Unit No. 2 P&ID Service Water, Sheet 3 of 3.................... 7/30/83
E2M1154 Plant Scherer--Unit No. 2 P&ID Reheater Moisture Protection................... 4/27/83
E2M1155 Plant Scherer--Unit No. 2 P&ID Ash Sluice Water at Pumps...................... 6/12/84
</TABLE>

7
<PAGE>
Schedule 2

UNIT 2 SITE

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land
District of Monroe County, Georgia, and being more particularly described as
follows:

BEGINNING at a point coincident with Coordinates N=38,988.00, E=19,137.00 and
running thence in an easterly direction to a point, which point is coincident
with Coordinates N=38,988.00, E=19,658.00; running thence in a southerly
direction to a point, which point is coincident with Coordinates N=38,937.00,
E=19,658.00; running thence in an easterly direction to a point, which point
is coincident with Coordinates N=38,937.00, E=19,803.00; running thence in a
northerly direction to a point, which point is coincident with Coordinates
N=38,950.50, E=19,803.00; running thence in an easterly direction to a point,
which point is coincident with Coordinates N=38,950.50, E=19,852.00; running
thence in a northerly direction to a point, which point is coincident with
Coordinates N=38,962.50, E=19,852.00; running thence in an easterly direction
to a point, which point is coincident with Coordinates N=38,962.50,
E=20,019.00; running thence counter-clockwise along the arc of a perfect
circle (said perfect circle having a radius of 44 feet and a centerpoint
which is coincident with Coordinates N=38,962.50, E=20,063.00) to a point,
which point is coincident with Coordinates N=38,962.50, E=20,107.00; running
thence in an easterly direction to a point, which point is coincident with
Coordinates N=38,962.50, E=20,305.00; running thence in a southerly direction
to a point, which point is coincident with Coordinates N=38,723.50,
E=20,305.00; running thence in a northeasterly direction to a point, which
point is coincident with Coordinates N=38,889.90, E=20,822.00; running thence
in an easterly direction to a point, which point is coincident with
Coordinates N=38,889.00, E=20,871.00; running thence in a southerly direction
to a point, which point is coincident with Coordinates N=38,819.00,
E=20,871.00; running thence in a westerly direction to a point, which point
is coincident with Coordinates N=38,819.00, E=20,862.00; running thence in a
southwesterly direction to a point, which point is coincident with
Coordinates N=38,732.00, E=20,562.00; running thence in a southwesterly
direction to a point, which point is coincident with Coordinates N=38,653.00,
E=20,305.00; running thence in a westerly direction to a point, which point
is coincident with Coordinates N=38,653.50, E=19,582.60; running thence in a
northerly direction to a point, which point is coincident with Coordinates
N=38,700.00, E=19,582.60; running thence in a westerly direction to a point,
which point is coincident with Coordinates N=38,700.00, E=19,137.00; running
thence in a northerly direction to the Point of Beginning.

ALSO, the Cooling Tower, Unit 2, Plant Scherer, more particularly described
as follows:

<PAGE>

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land
District of Monroe County, Georgia, and being that tract of land lying within
a perfect circle and having a radius of 198 feet, the centerpoint of said
perfect circle being coincident with Coordinates N=37,830.00, E=19,640.00.

The property hereinabove described is more particularly described on that
certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As
Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power
Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey
reference is hereby made for all purposes.

Coordinates set forth in the foregoing description are based upon the Georgia
Power Company Grid Coordinate System for Robert W. Scherer Plant: Georgia
Power Company Coordinate, N=400+00, is coincident with Georgia State Plane
Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company
Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West
Zone Grid Meridian, E=610,000.

<PAGE>

EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT

NONRECOURSE PROMISSORY LESSOR NOTE NO. 2, DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF JUNE 30, 2011

Issued at: New York, New York

Issue Date: December 17, 1997

A-1

<PAGE>

Capitalized terms used in this Series 1997 Refunding Lessor Note which are
not otherwise defined herein shall have the meanings ascribed thereto in the
Restated Indenture (as hereinafter defined).

A-2

<PAGE>

by such Noteholder, or in the absence of such designation, by mailing a check
for such amount payable in New York Clearing House funds to such Noteholder at
the last address of the Noteholder appearing on the Note Register, or by any
other method authorized by the Restated Indenture and specified in notice from
such Noteholder to Indenture Trustee, without any presentment or surrender of
this Series 1997 Refunding Lessor Note, except that, in the case of the final
payment in respect of this Series 1997 Refunding Lessor Note, this Series 1997
Refunding Lessor Note shall be surrendered to Indenture Trustee. All payments
due with respect to this Series 1997 Refunding Lessor Note shall be made (i) as
soon as practicable prior to the close of business on the date the amounts to be
distributed by Indenture Trustee are actually received by Indenture Trustee if
such amounts are received by 10:00 a.m., New York City Time, on a Business Day
or (ii) on the next succeeding Business Day if received after such time or if
received on any day other than a Business Day. Prior to due presentment for
registration of transfer of this Series 1997 Refunding Lessor Note, Owner
Trustee and Indenture Trustee may deem and treat the Person in whose name this
Series 1997 Refunding Lessor Note is registered on the Note Register (including
any pledgee designated pursuant to Section 2.8 of the Restated Indenture) as the
absolute owner and holder of this Series 1997 Refunding Lessor Note for the
purpose of receiving payment of all amounts payable with respect to this Series
1997 Refunding Lessor Note and for all other purposes, and neither Owner Trustee
nor Indenture Trustee shall be affected by any notice to the contrary (other
than from any such pledgee). All payments made on this Series 1997 Refunding
Lessor Note in accordance with the provisions of this paragraph shall be valid
and effective to satisfy and discharge the liability on this Series 1997
Refunding Lessor Note to the extent of the sums so paid and neither Indenture
Trustee nor Owner Trustee shall have any liability in respect of such payment.

A-3

<PAGE>

A-4

<PAGE>

This Series 1997 Refunding Lessor Note shall be governed by the laws of
the state of Georgia.

A-5

<PAGE>

IN WITNESS WHEREOF, Owner Trustee has caused this Series 1997 Refunding
Lessor Note to be duly executed as of the date hereof.

WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee

By:______________________________________
Name:____________________________________
Title:___________________________________

A-6

<PAGE>

NATIONSBANK, N.A., acting
through its agent, THE BANK OF NEW
YORK,
not in its individual capacity, but
solely as Owner Trustee

By:______________________________________
Name:____________________________________
Title:___________________________________

A-7

<PAGE>

SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE

Schedule of Principal Amortization

Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------- ----------------- ------------------ ---------------

A-S-I-1

<PAGE>

SCHEDULE 2
TO SERIES 1997 REFUNDING LESSOR NOTE

Period Premium Redemption Prices
- ------ -------------------------

A-S-II-1

<PAGE>

EXHIBIT B

This is one of the Notes referred to in the within-mentioned Restated
Indenture.

THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.
as Indenture Trustee

By:______________________________________
Name:____________________________________
Title:___________________________________

B-1

<PAGE>

EXPLANATORY STATEMENT TO
AMENDED AND RESTATED INDENTURE OF TRUST,
DEED TO SECURE DEBT AND SECURITY AGREEMENT NO. 2

Except as described below, the following agreements are substantially
similar in all material respects to Amended and Restated Indenture of Trust,
Deed to Secure Debt and Security Agreement No. 2, dated as of December 1,
1997, between Wilmington Trust Company and NationsBank, N.A., acting through
its agent, The Bank of New York, not in their individual capacities but
solely as Owner Trustees under the Trust Agreement No. 2, dated December 30,
1985, with DFO Partnership, as assignee of Ford Motor Credit Company, as the
Owner Participant, grantor, and The Bank of New York Trust Company of
Florida, N.A., grantee ("Lease Indenture No. 2"):

1. Amended and Restated Indenture of Trust, Deed to Secure Debt and
Security Agreement No. 1, dated as of December 1, 1997 between
Wilmington Trust Company and NationsBank, N.A., acting through its
agent, The Bank of New York, not in their individual capacities but
solely as Owner Trustees under the Trust Agreement No. 1, dated December
30, 1985, with IBM Credit Financing Corporation as the Owner Participant,
grantor, and The Bank of New York Trust Company of Florida, N.A.,
grantee ("Lease Indenture No. 1");

2. Amended and Restated Indenture of Trust, Deed to Secure Debt and
Security Agreement No. 3, dated as of December 17, 1997 between
Wilmington Trust Company and NationsBank, N.A., acting through its agent,
The Bank of New York, not in their individual capacities but solely as
Owner Trustees under the Trust Agreement No. 3, dated December 30, 1985,
with Chrysler Financial Corporation as the Owner Participant, grantor,
and The Bank of New York Trust Company of Florida, N.A., grantee ("Lease
Indenture No. 3"); and

3. Amended and Restated Indenture of Trust, Deed to Secure Debt and
Security Agreement No. 4, dated as of December 17, 1997 between
Wilmington Trust Company and NationsBank, N.A., acting through its
agent, The Bank of New York, not in their individual capacities but
solely as Owner Trustees under the Trust Agreement No. 4, dated December
30, 1985, with HEI Investment Corp. as the Owner Participant, grantor,
and The Bank of New York Trust Company of Florida, N.A., grantee ("Lease
Indenture No. 4").

The following sets forth the material differences between Lease
Indenture No. 2 and Lease Indenture No. 1, Lease Indenture No. 3 and Lease
Indenture No. 4:

1. The indebtedness evidenced by the Series 1997 Refunding Lessor Note
referred to in the Conveyance Clause for Lease Indenture No. 1, Lease
Indenture No. 3 and Lease Indenture No. 4 is $81,506,000.00,
$43,237,000.00 and $57,202,000.00, respectively.

<PAGE>

CROSS REFERENCE: LEASE AGREEMENT NO. 2
RECORDED IN VOLUME 205, PAGE 328, MONROE
COUNTY, GEORGIA, RECORDS, AND FIRST
SUPPLEMENT TO LEASE AGREEMENT NO. 2
RECORDED IN VOLUME 228, PAGE 111 OF THE
AFORESAID RECORDS.

SECOND SUPPLEMENT TO LEASE AGREEMENT NO. 2

This SECOND SUPPLEMENT TO LEASE AGREEMENT NO. 2 (this "Supplement") is
made and entered into as of December 17, 1997, between NATIONSBANK, N.A., a
national banking association and successor by merger to The Citizens and
Southern National Bank, acting through its agent, THE BANK OF NEW YORK, a state
banking corporation organized under the laws of the state of New York, not in
its individual capacity but solely as an Owner Trustee (together with its
successors and permitted assigns, the "Lessor") under the Trust Agreement No. 2,
dated December 30, 1985, among the Owner Participant and the Original Trustee
(each such term and all other capitalized terms used in this Supplement but not
defined have the meanings assigned to such terms in Section 1 of this
Supplement), and OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
CORPORATION), an electric membership corporation organized under the laws of the
state of Georgia and formerly known as Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) and together with its
successors and permitted assigns, the "Lessee."

W I T N E S S E T H :

WHEREAS, on December 30, 1985, the Original Trustee and the Co-Owner
Trustee leased the Undivided Interest to the Lessee pursuant to the terms of the
Lease;

WHEREAS, the Original Trustee and the Co-Owner Trustee assigned all of
their right, title and interest in and to the Undivided Interest and the Lease
to the Georgia Trustee, and the Georgia Trustee assumed the obligations of the
Original Trustee and the Co-Owner Trustee thereunder on October 7, 1986 with the
consent of the Lessee and the Indenture Trustee, all pursuant to and in
accordance with Trust Supplement No. 2;

WHEREAS, in connection with such assignment and assumption, the Lease was
amended pursuant to the First Lease Supplement;

WHEREAS, the Georgia Trustee is an Owner Trustee pursuant to the Trust
Supplement No. 2 and the Lessor is the successor to Georgia Trustee;

WHEREAS, the Lessee, the Owner Participant, the Original Trustee, the
Lessor, the Indenture Trustee, the Loan Participant, the Original Funding
Corporation, the Funding Corporation, the Original Collateral Trust Trustee and
the Collateral Trust Trustee have entered into the Second Supplemental
Participation Agreement in connection with the issuance by the Lessor of the
Series 1997 Refunding Lessor Note to the Funding Corporation to refinance all of
the principal outstanding under the Outstanding Note;

WHEREAS, the Series 1997 Refunding Lessor Note will be secured under the
Restated Indenture;

<PAGE>

WHEREAS, the Funding Corporation will issue the Facility Bonds to refund
the Outstanding Bonds, and the Series 1997 Refunding Lessor Note issued to such
corporation will secure the payment of the Facility Bonds under the terms of the
Collateral Trust Indenture; and

WHEREAS, the Lessor and the Lessee desire to amend the Lease in the manner
provided in this Second Lease Supplement in connection with (i) the issuance of
the Series 1997 Refunding Lessor Note to the Funding Corporation, and (ii) the
repayment of the Outstanding Note with the proceeds thereof;

NOW, THEREFORE, in consideration of the premises, the mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

SECTION 1. Definitions. Capitalized terms used in this Second Lease
Supplement, including the recitals, and not otherwise defined shall have the
meanings assigned to such terms in Appendix A to the Lease Agreement and
Appendix B to the First Lease Supplement unless the context or use clearly
indicates another or different meaning or intent, except for certain
modifications, amendments and additions to such definitions as set forth in
Appendix C to this Second Lease Supplement. Capitalized terms set forth in
Appendix C to this Second Lease Supplement shall have the respective meanings
assigned to such terms for all purposes hereof and under the Lease, as amended
hereby, and words importing the singular include the plural and vice versa.

SECTION 2. Supplemental Rent Payment. On the 1997 Refinancing Date, the
Lessee shall pay to the Lessor Supplemental Rent in the amount of Four Million
Six Hundred Five Thousand Eight Hundred Ten Dollars and Fifteen Cents
($4,605,810.15) in immediately available funds (the "1997 Supplemental Rent
Payment").

SECTION 3. Basic Rent. For purposes of determining the amount of Basic
Rent to be paid by Lessee to Lessor pursuant to Section 3.2 of the Lease, the
term "Schedule 1 to the Participation Agreement" shall mean the revised Schedule
1 to the Participation Agreement attached to the Second Supplemental
Participation Agreement.

SECTION 4. Amendment to Section 3.3. Section 3.3 of the Lease is hereby
amended by deleting such section in its entirety and substituting the following
in lieu thereof:

SECTION 3.3 Rent Differential. If, on any Rent Payment Date, any
amount of Additional Lessor Note Interest shall be due and payable under
the Series 1997 Refunding Lessor Note, the installment of Basic Rent on
such Rent Payment Date shall be increased by the amount of such Additional
Lessor Note Interest. The amount of additional Basic Rent payable under
this Section 3.3 shall be the "Rent Differential."

SECTION 5. Amendment to Section 10.2(b)(xii). Subsection 10.2(b)(xii)
of the Lease is hereby amended by deleting such subsection in its entirety and
substituting the following in lieu thereof:

2
<PAGE>

(xii) Coopers & Lybrand LLP or any other nationally recognized
accounting firm which shall become Lessee's regular outside auditors shall
confirm, to the reasonable satisfaction of Lessor, that the Cost of
Capital Improvements which are the subject of the Supplemental Financing,
when so financed, may be capitalized, rather than expensed, under the
Uniform System of Accounts and may be capitalized under section 263 of the
Code and the Regulations thereunder;

SECTION 6. Amendment to Article 14. Subsection (e) of Article 14 of the
Lease is hereby amended by deleting such subsection in its entirety and
substituting the following in lieu thereof:

(e) any "Event of Default" under Article VIII of the Oglethorpe
Indenture shall have occurred and be continuing and, as a result thereof,
any remedy permitted under such Article VIII shall have been exercised;

SECTION 7. Amendment to Section 18.1. Section 18.1 of the Lease is
hereby amended by deleting the words "REA" and "REA Mortgage" in such section
and substituting in lieu thereof the words "RUS" and "Oglethorpe Indenture,"
respectively.

SECTION 8. Effect. Except as expressly amended, supplemented and
modified hereby, the Lease and all terms and conditions thereof shall continue
in full force and effect, unmodified and unchanged. From and after the date of
delivery hereof, the Lease and all references thereto in any and all Operative
Documents shall mean and include the Lease as modified, amended and supplemented
hereby.

SECTION 9. Chattel Paper. The single executed original of this
Supplement marked "Original " and containing the receipt of Indenture Trustee
thereon shall be deemed to be the "Original " of this Supplement. To the extent
that this Supplement constitutes chattel paper, as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdictions, no
security interest in this Supplement may be created through the transfer or
possession of any counterpart other than the "Original."

3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have each caused this Supplement to
be duly executed and sealed as of the date first above written.

LESSOR: NATIONSBANK, N.A., acting through its
Signed, sealed and delivered agent, THE BANK OF NEW YORK, not
this 17 day of December, in its individual capacity but solely a
1997, in the presence of: Owner Trustee under the Trust Agreement
identified herein, Lessor

/s/ Mark Bron By: /s/ Stefan Victory
- -------------------------------- -------------------------------------
Unofficial Witness Name: Stefan Victory
Title: Agent

/s/ Cherie S. White Attest: /s/ Peggy McWhorter
- -------------------------------- ---------------------------------
Notary Public Name: Peggy McWhorter
Title: Agent

My Commission Expires: April 9, 2001 [SEAL]

<PAGE>

LESSEE: OGLETHORPE POWER
Signed, sealed and delivered CORPORATION (AN ELECTRIC
this 17 day of December, MEMBERSHIP CORPORATION),
1997, in the presence of: Lessee

/s/ Lynda L. Clark By: /s/ T.D. Kilgore
- -------------------------------- -------------------------------------
Unofficial Witness Name: T.D. Kilgore
Title: President and Chief
Executive Officer

/s/ Thomas J. Brendiar Attest: /s/ Patricia N. Nash
- -------------------------------- ---------------------------------
Notary Public Name: Patricia N. Nash
Title: Secretary

My Commission Expires: November 14, 2000 [SEAL]

<PAGE>

APPENDIX C

DEFINITIONS NO. 2

"Additional Lessor Note Interest" shall have the meaning set forth in the
Series 1997 Refunding Lessor Note.

"Bankruptcy Act" has the meaning set forth in Section 4.1(d) of the Restated
Indenture.

"Collateral Trust Trustee" means SunTrust Bank, Atlanta, not in its
individual capacity but solely as trustee under the Collateral Trust
Indenture.

"Existing Participation Agreement" means the Original Participation Agreement
as amended, modified and supplemented by the First Supplemental Participation
Agreement.

"First Lease Supplement" means the First Supplement to Lease Agreement No. 2,
dated as of October 15, 1986, between the Lessor and the Lessee.

"Funding Corporation" means OPC Scherer 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

<PAGE>

"Indemnitee" shall mean Bank, Original Trustee, Wade, Co-Owner Trustee,
Georgia Bank, Georgia Trustee, Owner Participant, Indenture Trustee (both in
its individual capacity and its capacity as Indenture Trustee under the
Restated Indenture), the Collateral Trust Trustee, the Original Collateral
Trust Trustee, each holder of a note from time to time outstanding and the
respective successors, assigns, agents, officers, directors or employees of
any thereof and Affiliates of any of the foregoing."

"1997 Refinancing Date" has the meaning assigned to such term in Section 2.03
of the Second Supplemental Participation Agreement.

"1997 Refinancing Documents" means the Second Supplemental Participation
Agreement, the Restated Indenture, the Series 1997 Refunding Lessor Note and
the Second Lease Supplement.

"1997 Supplemental Rent Payment" shall have the meaning set forth in Section
2 of the Second Lease Supplement.

"Offering Circular" means the Offering Circular, dated December 11, 1997, of
the Lessee relating to the Facility Bonds.

<PAGE>

"Original Collateral Trust Indenture" means the Collateral Trust Indenture,
dated as of October 15, 1986, among Lessee, Original Funding Corporation and
the Original Collateral Trust Trustee.

"Original Funding Corporation" means OPC Scherer Funding Corporation, a
Delaware corporation.

"Original Lease Indenture" means the Original Indenture, as supplemented by
the First Supplemental Indenture.

"Original Participation Agreement" means the Participation Agreement No. 2,
dated as of December 30, 1985, among Lessee, Owner Participant, Original
Trustee, and the Loan Participant.

"Outstanding Bonds" mean the Serial Facility Bonds due 1991, 1996 and 2011
issued by the Original Funding Corporation pursuant to, and Outstanding
under, the Indenture.

"Outstanding Bonds Redemption Date" means January 6, 1998.

"Outstanding Note" means the Note, dated October 15, 1986, issued to the
Original Funding Corporation pursuant to Section 2.4 of the Indenture.

"Participation Agreement" means the Original Participation Agreement as amended,
modified and supplemented by the First Supplemental Participation Agreement and
the Second

<PAGE>

Supplemental Participation Agreement, and as the same may be further amended,
modified or supplemented from time to time in accordance with the provisions
thereof.

"Premium Redemption Price" shall mean the redemption prices (each expressed
as a percentage principal amount) set forth in Schedule 2 to the Series 1997
Refunding Lessor Note.

"Purchase Agreement" means the Purchase Agreement, dated December 11, 1997,
among the Purchasers, Lessee and the Funding Corporation.

"Purchasers" shall mean Goldman, Sachs & Co. and the other Purchasers listed
on Schedule I to the Purchase Agreement.

"RUS" means the Rural Utilities Service, the successor to the REA.

"Second Lease Supplement" means the Second Supplement to Lease Agreement No.
2, dated as of the 1997 Refinancing Date, between the Lessee and the Owner
Trustee.

"Stipulated Interest Rate" shall mean the lesser of (i) two percent (2%) per
annum above the greater of (A) the published base rate of Citibank, N.A., in
New York, New York, in effect from time to time and (B) six and nine hundred
seventy-four thousandths percent (6.974%) per annum, and (ii) the highest
interest rate per annum permitted by Applicable Law.

<PAGE>

EXPLANATORY STATEMENT TO
SECOND SUPPLEMENT TO LEASE AGREEMENT NO. 2

Except as described below, the following agreements are substantially
similar in all material respects to Second Supplement to Lease Agreement No.
2, dated as of December 17, 1997, between NationsBank, N.A., acting through
its agent, The Bank of New York, as Owner Trustee under the Trust Agreement
No. 2, dated December 30, 1985, among DFO Partnership, as assignee of Ford
Motor Credit Company, as the Owner Participant, and the Original Trustee, as
Lessor, and Oglethorpe Power Corporation (An Electric Membership
Corporation), as Lessee ("Lease Agreement No. 2"):

1. Second Supplement to Lease Agreement No. 1, dated as of December 17,
1997, between NationsBank, N.A., acting through its agent, The Bank of
New York as Owner Trustee under the Trust Agreement No. 1, dated December
30, 1985, among IBM Credit Financing Corporation as the Owner
Participant, and the Original Trustee, as Lessor, and Oglethorpe Power
Corporation (An Electric Membership Corporation), as Lessee ("Lease
Agreement No. 1");

2. Second Supplement to Lease Agreement No. 3, dated as of December 17,
1997, between NationsBank, N.A., acting through its agent, The Bank of
New York, as Owner Trustee under the Trust Agreement No. 3, dated
December 30, 1985, among Chrysler Financial Corporation as the Owner
Participant, and the Original Trustee, as Lessor, and Oglethorpe Power
Corporation (An Electric Membership Corporation), as Lessee ("Lease
Agreement No. 3"); and

3. Second Supplement to Lease Agreement No. 4, dated as of December 17,
1997, between NationsBank, N.A., acting through its agent, The Bank of
New York, as Owner Trustee under the Trust Agreement No. 4, dated
December 30, 1985, among HEI Investment Corp. as the Owner Participant,
and the Original Trustee, as Lessor, and Oglethorpe Power Corporation (An
Electric Membership Corporation), as Lessee ("Lease Agreement No. 4").

The following sets forth the material differences between Lease Agreement
No. 2 and Lease Agreement No. 1, Lease Agreement No. 3 and Lease Agreement
No. 4:

1. The amount of the Supplemental Rent Payment set forth in Section 2 of
Lease Agreement No. 1, Lease Agreement No. 3 and Lease Agreement No. 4 is
$3,490,049.95, $4,633,243.03 and $6,111,638.60, respectively.

<PAGE>

[Sutherland, Asbill & Brennan LLP]
letterhead

January 14, 1998

Oglethorpe Power Corporation
Post Office Box 1349
2100 East Exchange Place
Tucker, Georgia 30085-1349

OPC Scherer 1997 Funding Corporation A
c/o J.H. Management Corporation
One International Plaza
Suite 520
Boston, Massachusetts 02110

Re: Oglethorpe Power Corporation --
Registration Statement File No. 333-42759

Dear Sirs:

Oglethorpe Power Corporation (An Electric Membership Corporation), a
Georgia electric membership corporation ("Oglethorpe"), has filed with the
Securities and Exchange Commission a Registration Statement on Form S-4,
Registration Statement File No. 333-42759 (such Registration Statement as
amended by Amendment No. 1 being referred to as the "Registration Statement"),
for the purpose of registering under the Securities Act of 1933, as amended,
Serial Facility Bonds Due June 30, 2011 (the "Facility Bonds") of OPC Scherer
1997 Funding Corporation A, a Delaware corporation (the "Company") described in
such Registration Statement.

On the basis of such investigation as we have deemed necessary, we are of
the opinion that:

When (i) the Registration Statement becomes effective, (ii) the Collateral
Trust Indenture, dated as of December 1, 1997, between the Company, Oglethorpe
and SunTrust Bank, Atlanta, as

<PAGE>

Oglethorpe Power Corporation
OPC Scherer 1997 Funding Corporation A
January 14, 1998
Page 2

Trustee, filed as Exhibit 4.1 to the Registration Statement (the "Collateral
Trust Indenture") has been duly qualified under the Trust Indenture Act of 1939,
as amended, and (iii) the Facility Bonds have been duly executed, authenticated
and issued as contemplated in the Registration Statement and in accordance with
the terms of the Collateral Trust Indenture and the Exchange and Registration
Rights Agreement filed as Exhibit 4.15 to the Registration Statement, and
delivered in exchange for the Company's outstanding Serial Facility Bonds Due
June 30, 2011 to the holders of such securities, the Facility Bonds will be
legally issued, fully paid and non-assessable securities of the Company and will
be binding obligations of the Company, except as may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization, receivership, fraudulent
conveyance and other similar laws relating to or affecting creditors' rights, by
other laws of general application affecting the rights and remedies of creditors
and by general equitable principles.

In rendering the opinion set forth above, we are not passing on any
matter which is not governed by the laws of the State of Georgia, the
Delaware General Corporation Law or the United States of America and our
opinion is limited to the facts and laws in existence on this date and at no
subsequent time.

We consent to the use of this letter as an exhibit to the Registration
Statement and to the reference to our firm in the section captioned "Legal
Opinions" included in the prospectus forming a part of the Registration
Statement.

Very truly yours,

SUTHERLAND, ASBILL & BRENNAN LLP

<PAGE>

SECOND SUPPLEMENTAL PARTICIPATION AGREEMENT NO. 2

This SECOND SUPPLEMENTAL PARTICIPATION AGREEMENT NO. 2 (this "Second
Supplemental Participation Agreement") is made and entered into as of
December 17, 1997, among OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
CORPORATION), an electric membership corporation organized under the laws of
the state of Georgia and formerly known as Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation), as Lessee (the
"Lessee"); DFO PARTNERSHIP, a New York general partnership and assignee of
Ford Motor Credit Corporation, as Owner Participant (in such capacity, the
"Owner Participant"); WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity except as specifically provided
in the Participation Agreement but solely as a trustee under the Trust
Agreement, and NATIONSBANK, N.A., a national banking association and
successor by merger to The Citizens and Southern National Bank, acting
through its agent, THE BANK OF NEW YORK, a state banking corporation
organized under the laws of the state of New York, not in its individual
capacity except as specifically provided in the Participation Agreement but
solely as a trustee under the Trust Agreement (each in such capacity, an
"Owner Trustee" and collectively, the "Owner Trustee"); THE BANK OF NEW YORK
TRUST COMPANY OF FLORIDA, N.A., a national banking association not in its
individual capacity but solely as trustee under the Restated Indenture (in
such capacity, the "Indenture Trustee"); COBANK, ACB, a bank organized under
the laws of the United States and formerly known as the National Bank For
Cooperatives, the successor by merger to Columbia Bank for Cooperatives (the
"Loan Participant"); OPC SCHERER FUNDING CORPORATION, a Delaware corporation
(the "Original Funding Corporation"); OPC SCHERER 1997 FUNDING CORPORATION A,
a Delaware corporation (the "Funding Corporation"); SUNTRUST BANK, ATLANTA, a
state banking corporation organized under the laws of the state of Georgia
and formerly known as the Trust Company Bank, not in its individual capacity
but solely as trustee under the Original Collateral Trust Indenture (in such
capacity, the "Original Collateral Trust Trustee"); and SUNTRUST BANK,
ATLANTA, a state banking corporation organized under the laws of the state of
Georgia, not in its individual capacity but solely as trustee under the
Collateral Trust Indenture (in such capacity, the "Collateral Trust
Trustee").

W I T N E S S E T H:

WHEREAS, on December 30, 1985, the Lessee, the Owner Participant, the
Original Trustee, the Original Indenture Trustee and the Loan Participant,
entered into the Original Participation Agreement;

WHEREAS, the Owner Trustee issued the Outstanding Note to the Original
Funding Corporation, on October 20, 1986, in connection with the refinancing
of the Owner Trustee's Undivided Interest in the Facility and the resulting
repayment of the Secured Note issued under the Indenture to the Loan
Participant representing a portion of the purchase price of the Owner
Trustee's Undivided Interest in the Facility;

<PAGE>

WHEREAS, Section 7.1 of the Existing Participation Agreement permits a
refinancing of the Outstanding Note by means of the issuance of one or more
Additional Notes under the Indenture having such terms and conditions as may
be agreed to by the Lessee and the Owner Participant;

WHEREAS, the Lessee and the Funding Corporation have entered into the
Purchase Agreement with the Purchasers, providing for the offering and sale
of the Facility Bonds, the proceeds of which are to be loaned by the Funding
Corporation to the Owner Trustee primarily for the purpose of prepaying the
Outstanding Note;

WHEREAS, the proceeds of the refinancing of the Outstanding Note,
together with certain additional funds provided by the Lessee, will be used
by the Original Funding Corporation to defease the Outstanding Bonds pursuant
to Section 12.01 of the Original Collateral Trust Indenture;

WHEREAS, in connection with the execution and delivery of this Second
Supplemental Participation Agreement and the prepayment of the Outstanding
Note, the Original Indenture Trustee is resigning as indenture trustee under
the Original Lease Indenture, and the Indenture Trustee is being appointed as
successor indenture trustee to the Original Indenture Trustee;

WHEREAS, simultaneously herewith, the Owner Trustee and the Indenture
Trustee are amending and restating the Indenture in the form of Exhibit A
hereto;

WHEREAS, the Facility Bonds are to be secured by, among other things, a
pledge and assignment by the Owner Trustee of the Series 1997 Refunding
Lessor Note to be issued by the Owner Trustee pursuant to the Indenture;

WHEREAS, the Owner Trustee and the Lessee also will execute and deliver
the Second Lease Supplement, substantially in the form of Exhibit B hereto;
and

WHEREAS, the parties hereto desire to amend the Existing Participation
Agreement as set forth herein so as to provide, among other things, for the
repayment of the Outstanding Note with the proceeds of the Series 1997
Refunding Lessor Note;

NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained and of other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree and consent as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Definitions. Capitalized terms used in this Second
Supplemental Participation Agreement, including the recitals, or the other
Operative Documents and not otherwise defined shall have the respective
meanings assigned to such terms in Appendix A to the Original Participation
Agreement or Appendix B to the First Supplemental Participation Agreement
unless the context or use clearly indicates another or different meaning or
intent, except for certain modifications, amendments and additions to such
definitions as set forth in Appendix C to this Second Supplemental
Participation Agreement. Capitalized terms set forth

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<PAGE>

on Appendix C to this Second Supplemental Participation Agreement shall have
the respective meanings assigned to such terms for all purposes hereof and
under the Participation Agreement and words importing the singular include
the plural and vice versa.

ARTICLE II
REFINANCING OF THE OUTSTANDING NOTE

SECTION 2.01. Agreements of the Funding Corporation. Subject to
the terms and conditions hereof, on the 1997 Refinancing Date, the Funding
Corporation shall make a loan to the Owner Trustee by paying to the Indenture
Trustee immediately available funds in the amount of $42,757,000.00.

SECTION 2.02. Issuance of Series 1997 Refunding Lessor Note by
Owner Trustee; Application of Proceeds.

(a) Subject to the terms and conditions hereof, on the 1997
Refinancing Date, upon receipt of the loan to be made by the Funding
Corporation in accordance with Section 2.01 hereof and the 1997
Supplemental Rent Payment, the Indenture Trustee, on behalf of the Owner
Trustee, shall:

(1) apply the proceeds of such loan and a portion of the
1997 Supplemental Rent Payment to the prepayment in full to the
Original Collateral Trust Trustee of the Outstanding Note including
all then outstanding principal and interest and the associated
prepayment premium; and

(2) apply the remainder of the 1997 Supplemental Rent
Payment to the payment in immediately available funds (i) to the
Purchasers of the Lessor's Share of the compensation to the Purcasers
referred to on the cover page of the Offering Circular; (ii) to the
recipients identified by the Owner Trustee of the Lessor's Share of
any other 1997 Refinancing Transaction Expenses; and (iii) to the
Original Collateral Trust Trustee of the Lessor's Refunding Share of
the amount which, together with the proceeds paid pursuant to clause
(i) will be sufficient to defease the Outstanding Bonds pursuant to
Section 12.01 of the Original Collateral Trust Indenture.

(b) The execution of this Second Supplemental Participation
Agreement constitutes notice to each of the parties hereto of Lessee's
request for a Refinancing of the Outstanding Note and the Owner Trustee's
intention to redeem the Outstanding Note in full on the 1997 Refinancing
Date, as well as a request by Lessee to cause the Owner Trustee to issue an
Additional Note pursuant to Section 8.1(c) of the Participation Agreement,
a request and authorization by and from Owner Trustee to Indenture Trustee
to issue the Series 1997 Refunding Lessor Note in the amounts set forth in
Section 2.01 hereof on the 1997 Refinancing Date, and a certification by
Owner Trustee that the terms thereof are not inconsistent with Section 2.12
of the Restated Indenture. The parties hereto agree that such notice,
request, authorization and certification shall be deemed to be in full
compliance with the requirements of Sections 7.1 and 8.1(c) of the Existing
Participation Agreement and Sections 2.10 and 2.12 of the Restated
Indenture.

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<PAGE>

(c) Owner Trustee, the Original Funding Corporation and the
Original Collateral Trust Trustee hereby consent to, and the Original
Funding Corporation and the Original Collateral Trust Trustee hereby
directs Indenture Trustee to agree to, the amendments of the Existing
Participation Agreement, the Lease and the Indenture, on the terms set
forth in this Second Supplemental Participation Agreement, the Second Lease
Supplement and the Restated Indenture, subject to the satisfaction and
performance of the conditions and covenants set forth in this Second
Supplemental Participation Agreement.

SECTION 2.03. Closing. The Closing of the transactions
contemplated by this Second Supplemental Participation Agreement shall take
place at the offices of Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue,
New York, New York 10103, at 10:00 A.M., New York City time, on December 17,
1997, or at such other place and time and on such other date as the Lessee
shall advise the other parties hereto is the closing date under the Purchase
Agreement at least two Business Days prior to such new date (the "1997
Refinancing Date").

SECTION 2.04. Resignation of Original Indenture Trustee;
Appointment of Successor Trustee. Simultaneously with the execution and
delivery of this Second Supplemental Participation Agreement and the
Refinancing of the Outstanding Note, the Original Indenture Trustee is
resigning as indenture trustee under the Original Lease Indenture. The Owner
Trustee, the Owner Participant and the Lessee hereby waive the requirement of
the Original Lease Indenture that the Original Indenture Trustee deliver
thirty (30) days' prior written notice of such resignation. Simultaneously
upon the Refinancing of the Outstanding Note, the Indenture Trustee is being
appointed as successor indenture trustee under the Original Lease Indenture,
the Owner Trustee, the Owner Participant and the Lessee hereby consent to
such appointment, and the Indenture Trustee hereby accepts such appointment.

SECTION 2.05. Restated Indenture; Second Lease Supplement.
Simultaneously herewith, the Owner Trustee and the Indenture Trustee shall
execute and deliver the Restated Indenture in the form of Exhibit A hereto
and the Lessee and the Owner Trustee shall execute and deliver the Second
Lease Supplement in the form of Exhibit B hereto.

SECTION 2.06. Supplemental Rent. On the 1997 Refinancing Date, the
Lessee shall make the 1997 Supplemental Rent Payment pursuant to Section 2 of
the Second Lease Supplement and the payments required by Section 2 of the
second supplement to the Other Leases.

ARTICLE III
CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Obligations of the Funding
Corporation. The obligations of the Funding Corporation to take the actions
specified in Section 2.01 with respect to the Owner Trustee on the 1997
Refinancing Date shall be subject to the performance by the Indenture Trustee
on behalf of the Owner Trustee of its obligations under Section 2.02 hereof
and to the following additional conditions precedent:

(a) The Purchasers shall have purchased the Facility Bonds
pursuant to, and in accordance with the terms of, the Purchase Agreement.

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<PAGE>

(b) There shall have been delivered to the Funding Corporation,
the Indenture Trustee and the Lessee copies of the following:

(1) an opinion, dated the date of the proposed authentication
and delivery on original issuance by the Indenture Trustee of the
Series 1997 Refunding Lessor Note, from Sutherland, Asbill & Brennan
LLP, counsel for the Lessee, substantially to the effect set forth
in Exhibit C-1 hereto;

(2) an opinion, dated the date of the proposed authentication
and delivery on original issuance by the Indenture Trustee of the
Series 1997 Refunding Lessor Note, from White & Case, special
counsel for the Owner Participant, or from the general counsel of
the Owner Participant or both, substantially to the effect set forth
in Exhibit C-2 hereto;

(3) an opinion, dated the date of the proposed authentication
and delivery on original issuance by the Indenture Trustee of the
Series 1997 Refunding Lessor Note, from Richards, Layton & Finger,
special counsel for the Original Trustee, substantially to the
effect set forth in Exhibit C-3(a) hereto; an opinion, dated the
date of the proposed authentication and delivery on original
issuance by the Indenture Trustee of the Series 1997 Refunding
Lessor Note, from Powell, Goldstein, Frazer & Murphy LLP, special
counsel for the Georgia Trustee, substantially to the effect set
forth in Exhibit C-3(b) hereto; an opinion, dated the date of the
proposed authentication and delivery on original issuance by
Indenture Trustee of the Series 1997 Refunding Lessor Note, from
Powell, Goldstein, Frazer & Murphy LLP, as special counsel to the
agent for the Georgia Trustee, substantially to the effect set forth
in Exhibit C-3(c) hereto;

(4) an opinion, dated the date of the proposed authentication
and delivery on original issuance by the Indenture Trustee of the
Series 1997 Refunding Lessor Note, from Powell, Goldstein, Frazer &
Murphy LLP, special counsel for the Indenture Trustee, substantially
to the effect set forth in Exhibit C-4 hereto;

(5) an opinion dated the date of the proposed authentication
and delivery on original issuance by the Indenture Trustee of the
Series 1997 Refunding Lessor Note, from Orrick, Herrington &
Sutcliffe LLP, special regulatory counsel, substantially to the
effect set forth in Exhibit C-5 hereto;

(6) an Officers' Certificate, dated the date of the proposed
authentication and delivery on original issuance by the Indenture
Trustee of the Series 1997 Refunding Lessor Note, of the Lessee to
the effect that (i) no Indenture Default or Indenture Event of
Default has occurred and is continuing under the Restated Indenture;
(ii) stating that the conditions contained in Section 2.12 of the
Restated Indenture have been satisfied; (iii) specifying the amount
of the costs and expenses relating to the issuance and sale of the
Series 1997 Refunding Lessor Note; and (iv) stating that payments of
Basic Rent, Stipulated Loss Value and Termination Value pursuant to
the Lease, together with all other

5
<PAGE>

amounts payable pursuant to the Lease, are calculated to be
sufficient to pay all of the principal, premium, if any, and
interest on the Series 1997 Refunding Lessor Note;

(7) an Officers' Certificate, dated the date of the proposed
authentication and delivery on original issuance by the Indenture
Trustee of the Series 1997 Refunding Lessor Note, of Owner Trustee
stating that, to the best of his or her knowledge, no Indenture
Default under clauses (b) through (e) of Section 4.1 of the Restated
Indenture or any Indenture Event of Default has occurred and is
continuing;

(8) a request and authorization to the Indenture Trustee on
behalf of the Owner Trustee to authenticate and deliver the Series
1997 Refunding Lessor Note in the principal amount of the loan made
to the Owner Trustee by the Funding Corporation pursuant to Section
2.01 hereof, upon payment to the Indenture Trustee, but for the
account of the Owner Trustee, or upon its direction, of the sum
specified in such request and authorization;

(9) the consent of the Lessee to the request and
authorization described in clause (8) above; and

(10) an Officers' Certificate, dated the date of the proposed
authentication and delivery on original issuance by the Indenture
Trustee of the Series 1997 Refunding Lessor Note, of Owner
Participant specifying the adjustments to be made pursuant to
Section 8.1 of the Existing Participation Agreement and attesting to
the accuracy thereof.

(c) The Series 1997 Refunding Lessor Note dated and bearing
interest from the date of the Facility Bonds, in the principal amount as
indicated in the request and authorization delivered to the Indenture Trustee
pursuant to paragraph (b)(8) above, which amount shall equal the amount of
the loan to be made by the Funding Corporation to the Owner Trustee on the
1997 Refinancing Date, shall have been duly executed, authenticated and
delivered to the Funding Corporation for assignment and redelivery to the
Collateral Trust Trustee, duly endorsed by the Funding Corporation or
accompanied by a written instrument of transfer in form satisfactory to the
Collateral Trust Trustee, duly executed on behalf of Funding Corporation and
the Series 1997 Refunding Lessor Note shall mature, bear interest and be
payable as provided in the Restated Indenture.

(d) The Outstanding Note held by Original Collateral Trust
Trustee, as assignee of the Original Funding Corporation, shall have been
paid and delivered to the Indenture Trustee for cancellation in accordance
with the Indenture, and the Original Funding Corporation shall have duly
executed and delivered to the Owner Trustee and the Indenture Trustee an
instrument, dated the 1997 Refinancing Date, acknowledging such payment.

(e) The Lessee, the Owner Trustee and the Owner Participant
shall have fulfilled all their respective covenants and agreements contained
in each Operative

6
<PAGE>

Document to which it or they are a party; and no default or event of default
shall have occurred and be continuing thereunder; and the Funding Corporation
and the Collateral Trust Trustee shall have received certificates from the
Lessee, the Owner Trustee and the Owner Participant to such effect and an
Officer's Certificate dated the date of the proposed authentication and
delivery on original issuance by the Indenture Trustee of the Series 1997
Refunding Lessor Note, of the Original Funding Corporation, accompanied by an
Opinion of Counsel pursuant to Section 12.01 of the Original Collateral
Trust Indenture, instructing the Original Collateral Trust Trustee to execute
the appropriate documents acknowledging satisfaction and discharge of the
Original Collateral Trust Indenture.

(f) The Original Funding Corporation and the Lessee shall have
received the Termination, Discharge and Satisfaction of Collateral Trust
Indenture and Collateral Assignment, dated as of the 1997 Refinancing Date,
made by the Original Collateral Trust Trustee with respect to the Original
Collateral Trust Indenture.

(g) No change shall have occurred on or after the date of
execution of this Second Supplemental Participation Agreement in Applicable
Laws that, in the opinion of the Funding Corporation or its counsel, would
make it illegal for the Funding Corporation to issue and sell the Facility
Bonds or make the loans contemplated hereby.

(h) No action, proceeding or investigation shall have been
instituted nor shall any action before any court or governmental authority or
agency be threatened, nor shall any order, judgment or decree have been
issued or proposed to be issued by any court or governmental authority or
agency as of the 1997 Refinancing Date to set aside, restrain, enjoin or
prevent the consummation of the transactions contemplated by the Purchase
Agreement, the Offering Circular, the Restated Indenture or this Second
Supplemental Participation Agreement.

(i) All approvals required to be taken, given or obtained, as
the case may be, by or from any federal, state or other governmental
authority or agency, or by or from any trustee or holder of any indebtedness
or obligations of the Lessee, the Owner Participant or the Owner Trustee,
that are necessary or, in the opinion of the Funding Corporation or its
special counsel, advisable in connection with the consummation of the
transactions contemplated hereby, shall have been duly taken, given or
obtained, as the case may be, shall be in full force and effect on the 1997
Refinancing Date, shall not be subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof may be obtained shall have
expired or no review thereof may be obtained or appeal therefrom taken, and
shall be adequate to authorize the consummation of the transactions
contemplated hereby and the performance by the Lessee, the Owner Participant
and the Owner Trustee of their respective obligations hereunder and under any
Operative Document to which it is a party.

(j) The following documents shall have been duly authorized,
executed and delivered by the parties thereto and such documents shall be in
full force and effect on the 1997 Refinancing Date without any event or
condition having occurred or existing that

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<PAGE>

constitutes, or with the giving of notice or lapse of time or both would
constitute, a default thereunder or breach thereof or would give any party
thereto the right to terminate any thereof, and an executed counterpart or a
copy, as applicable, of each of the following documents listed in clauses (1)
through (5) below shall have been delivered to the Funding Corporation and
the Collateral Trust Trustee:

(1) a copy of the Original Participation Agreement and each
of the documents referred to in Section 4.2(b) thereof;

(2) a copy of the First Supplemental Participation
Agreement and each of the documents referred to in Section 3.01(i)
thereof;

(3) an executed counterpart of this Second Supplemental
Participation Agreement;

(4) an executed counterpart of the Restated Indenture;

(5) an executed counterpart of the Second Lease Supplement;
and

(6) the Amendment No. 1 to the Tax Indemnification
Agreement.

(k) On the 1997 Refinancing Date, there shall be vested in the
Owner Trustee (i) good and marketable title to its Undivided Interest in the
Facility free and clear of all Liens other than Permitted Liens, and (ii) a
good, valid and enforceable leasehold interest in the Unit 2 Site Interest,
the Global Common Facilities Interest and the Local Common Facilities
Interest free and clear of all Liens other than Permitted Liens.

(l) All filings and recordings necessary or advisable, in the
opinion of the Funding Corporation or its counsel, to perfect for the benefit
of the Indenture Trustee and holder of the Series 1997 Refunding Lessor Note
issued by the Owner Trustee, the first mortgage lien on, and first security
title and first security interest in, all rights, properties and interests
included in the Indenture Estate as provided in the Restated Indenture, shall
have been duly made; and the Restated Indenture shall constitute a valid,
direct first mortgage lien of record on and a first security title and first
security interest in, the Indenture Estate subject to no Liens except
Permitted Liens (other than Lessor's Liens, Owner Participant's Liens and
Indenture Trustee's Liens).

(m) On the 1997 Refinancing Date:

(1) The Funding Corporation and Collateral Trust Trustee
shall have received an Officers' Certificate of the Owner Participant,
dated as of such 1997 Refinancing Date, stating that (A) the
representations and warranties of the Owner Participant contained in
Section 5.1 of the Original Participation Agreement are true and
accurate on and as of the 1997 Refinancing Date as though made on and
as of such date except to the extent that such representations and
warranties relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on
and as of such earlier date); (B) no Indenture Default or Indenture
Event of Default with respect to the Owner Participant or, to

8
<PAGE>

its actual knowledge, the Owner Trustee, that is not a Lease Default
under the Lease to which the Owner Trustee is a party has occurred and
is continuing;

(2) The Funding Corporation and the Collateral Trust
Trustee each shall have received an Officers' Certificate of the
Lessee, dated as of such 1997 Refinancing Date, stating that (A) the
representations and warranties of the Lessee contained in Section
5.5 of the Original Participation Agreement are true and accurate on
and as of the 1997 Refinancing Date as though made on and as of such
date except to the extent that such representations and warranties
relate solely to an earlier date (in which case such representations
and warranties shall have been true and accurate on and as of such
earlier date), except as specified in Section 7.02 hereof; (B) no
event or condition has occurred and is continuing, or would result
from the consummation of any transaction contemplated hereby, which
constitutes a Lease Default or a Lease Event of Default under the
Lease; and (C) each of the Operative Documents to which the Lessee
is a party remains in full force and effect with respect to it; and

(3) The Funding Corporation and the Collateral Trust
Trustee each shall have received a copy of an Officers' Certificate of the
Owner Trustee, dated as of such 1997 Refinancing Date, stating that each
Operative Document to which the Owner Trustee is a party or under which it
has rights or obligations remains in full force and effect with respect to it.

(n) The Funding Corporation and the Collateral Trust Trustee
each shall have received a copy of resolutions of the Board of Directors of
the Lessee, certified as of the 1997 Refinancing Date by the Secretary or
an Assistant Secretary thereof, duly authorizing the execution and delivery
by the Lessee of the Restated Indenture, and the execution, delivery and
performance by the Lessee of the Second Lease Supplement, this Second
Supplemental Participation Agreement and the Amendment No. 1 to the Tax
Indemnification Agreement, together with an incumbency certificate as to
the person or persons authorized to execute and deliver such documents on
its behalf.

(o) No Event of Loss shall have occurred under the Lease.

(p) All taxes, fees and other charges payable in connection with
the execution, delivery, recordation and filing of all the documents and
instruments referred to in this Second Supplemental Participation Agreement
and in connection with the issuance and sale of the Series 1997 Refunding
Lessor Note to be issued by the Owner Trustee on the 1997 Refinancing Date
shall have been paid in full.

(q) There shall not have occurred any material adverse change in
the consolidated assets, liabilities, operations or financial condition of
the Lessee from that set forth in the audited consolidated financial
statements of the Lessee as at December 31, 1996, and for the fiscal year
then ended other than the changes relating to the corporate restructuring
of the Lessee which occurred on March 11, 1997, including, without
limitation, the transfer of the transmission assets and system operating
assets of the

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<PAGE>

Lessee to Georgia Transmission Corporation (An Electric Membership
Corporation) and Georgia System Operations Corporation, respectively.

(r) The Funding Corporation shall have received a certificate
from the Lessee that all documents, agreements and opinions relating to the
issuance of the Series 1997 Refunding Lessor Note are satisfactory to it.

SECTION 3.02. Conditions Precedent to Obligations of the Owner
Trustee. The obligations of the Owner Trustee to issue and deliver the
Series 1997 Refunding Lessor Note to the Funding Corporation on the 1997
Refinancing Date in consideration of the loans to be made by the Funding
Corporation shall be subject to the performance by the Funding Corporation of
its obligations under Section 2.01 hereof and the performance by each of the
Lessee, the Owner Participant and the Loan Participant of its obligations
under Section 7.2 of the Original Participation Agreement.

SECTION 3.03. Conditions Precedent to Obligations of the Indenture
Trustee. The obligations of the Indenture Trustee to take the action
required by Section 2.02 hereof on the 1997 Refinancing Date shall be subject
to the fulfillment of the conditions set forth in Section 2.12 of the
Restated Indenture.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND AGREEMENTS

SECTION 4.01. Representations, Warranties and Agreements of the
Lessee. Except as specified in Section 7.02 hereof, the Lessee hereby
confirms for the benefit of the Owner Participant, the Funding Corporation,
the Collateral Trust Trustee, the Owner Trustee and their respective
affiliates, successors and permitted assigns the representations, warranties
and agreements of the Lessee contained in Section 5.5 of the Existing
Participation Agreement (except the representations and warranties contained
in Subsection 5.5(i) thereof) on and as of the date hereof as though made on
and as of the date hereof, except to the extent that such representations,
warranties and agreements relate solely to an earlier date (in which case
such representations and warranties are confirmed as being true and accurate
on and as of such earlier date and such agreements are confirmed as having
been performed on such earlier date).

Lessee hereby further represents and warrants that Lessee's financial
statements included in the Offering Circular present fairly in all material
respects the financial position of Lessee as of the dates thereof and the
results of operations and cash flows of Lessee for the periods covered
thereby, all in conformity with GAAP consistently applied (except as
disclosed in the notes thereto, and subject to normal year-end adjustments in
the case of the unaudited financial statements). Except as disclosed in the
Offering Circular, there has been no material adverse change in the assets,
liabilities, business or financial position of Lessee, and nothing has
occurred to the knowledge of Lessee which could materially and adversely
affect the ability of Lessee to perform its obligations under the Operative
Documents. As of its date, the Offering Circular did not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements contained therein not misleading under the circumstances
under which any such statement was made.

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<PAGE>

SECTION 4.02. Representations, Warranties and Agreements of the
Owner Participant. Except as specified in Section 7.01, the Owner
Participant hereby confirms for the benefit of the Lessee, the Funding
Corporation, the Collateral Trust Trustee, the Owner Trustee and their
respective affiliates, successors and permitted assigns the several
representations, warranties and agreements of the Owner Participant contained
in Section 5.1 of the Existing Participation Agreement on and as of the date
hereof as though made on and as of the date hereof, except to the extent that
such representations, warranties and agreements relate solely to an earlier
date (in which case such representations and warranties are confirmed as
being true and accurate on and as of such earlier date and such agreements
are confirmed as having been performed on such earlier date).

SECTION 4.03. Representations, Warranties and Agreements of the
Original Trustee and the Bank. The Original Trustee and the Bank hereby
confirm for the benefit of the Lessee, the Owner Participant, the Funding
Corporation, the Collateral Trust Trustee, Georgia Bank and Georgia Trustee
and their respective affiliates, successors and permitted assigns the
representations, warranties and agreements of the Owner Trustee and the Bank
contained in Section 5.2 of the Existing Participation Agreement on and as of
the date hereof as though made on and as of the date hereof, except to the
extent that such representations, warranties and agreements relate solely to
an earlier date (in which case such representations and warranties are
confirmed as being true and accurate on and as of such earlier date and such
agreements are confirmed as having been performed on such earlier date).

SECTION 4.04. Representations, Warranties and Agreements of the
Georgia Trustee and the Georgia Bank. (a) The Georgia Trustee and the
Georgia Bank hereby confirm for the benefit of each of the other parties
hereto and their respective affiliates, successors and permitted assigns the
representations, warranties and agreements of the Georgia Trustee and the
Georgia Bank contained in Sections 6.4 and 6.5 of Trust Supplement No. 2 on
and as of the date hereof as though made on and as of the date hereof,
except: (i) the representations and warranties set forth in Sections 6.4 (a),
(b) and (e) thereof; (ii) the covenants set forth in Section 6.5 (a) thereof;
and (iii) to the extent that such representations, warranties and agreements
relate solely to an earlier date (in which case such representations and
warranties are confirmed as being true and accurate on and as of such earlier
date and such agreements are confirmed as having been performed on such
earlier date).

(b) The Georgia Trustee and the Georgia Bank hereby further
represent and warrant that Georgia Bank is a banking association duly
organized, validly existing and in good standing under the laws of the United
States of America with its chief executive office in Charlotte, North
Carolina and its principal office in the State of Georgia in Atlanta,
Georgia, has the corporate power, authority and legal right to execute and
deliver Trust Supplement No. 2 and to perform its obligations under the Trust
Agreement, and (assuming the due authorization, execution and delivery of the
Original Trust Agreement and Trust Supplement No. 2 by Owner Participant and
Original Trustee and the due execution and delivery of Trust Supplement No. 2
by Co-Owner Trustee) Georgia Bank has the full power, authority and legal
right as Owner Trustee to execute and deliver Trust Supplement No. 2 and to
perform its obligations under the Trust Agreement and each other Operative
Document to which it is a party as Owner Trustee.

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<PAGE>

(c) The Georgia Trustee and the Georgia Bank hereby further represent
and warrant that the principal place of business and chief executive office of
Georgia Bank is located in Charlotte, Mecklenburg County, North Carolina and its
principal office in the State of Georgia is located in Atlanta, Georgia, and the
office where Georgia Trustee maintains the records concerning the trust
contemplated hereby is located in DeKalb County, Georgia or New York, New York.

(d) The Georgia Trustee and the Georgia Bank hereby further represent
and warrant that the execution and delivery of Trust Supplement No. 2 and the
performance of the Trust Agreement by Georgia Bank have been duly authorized by
all necessary corporate action of Georgia Bank and require no consent of any
shareholder or trustee or any holder of any indebtedness affecting Georgia Bank
or any of its properties, and (assuming the due authorization, execution and
delivery of the Original Trust Agreement and Trust Supplement No. 2 by Owner
Participant and Original Trustee and the due execution and delivery of Trust
Supplement No. 2 by Co-Owner Trustee) the execution, delivery and performance by
Georgia Trustee of each other Operative Document to which it is a party have
been duly authorized by Georgia Trustee and duly executed and delivered by an
officer or authorized agent of Georgia Bank authorized to execute and deliver
each such other Operative Document on behalf of Georgia Trustee and, assuming
due authorization, execution and delivery by the other parties hereto and
thereto (and in the case of the Notes, authentication thereof by Indenture
Trustee), Trust Supplement No. 2 will constitute a legal, valid and binding
obligation of Georgia Bank enforceable against Georgia Bank in accordance with
its terms, and Georgia Bank has no reason to believe that the other Operative
Documents to which Georgia Trustee is a party do not constitute valid and
binding obligations of Georgia Trustee enforceable against Georgia Trustee in
accordance with their respective terms.

(e) The Georgia Trustee and the Georgia Bank hereby covenant that
Georgia Bank will give sixty (60) days prior written notice to Lessee, Owner
Participant, Original Trustee and Indenture Trustee if Georgia Bank's principal
place of business in Georgia ceases to be in Atlanta, Fulton County, Georgia, or
chief executive office shall cease to be located in Charlotte, North Carolina.

SECTION 4.05. Representations, Warranties and Agreements of the
Indenture Trustee. The Indenture Trustee hereby confirms for the benefit of the
Lessee, the Owner Participant, the Funding Corporation, the Collateral Trust
Trustee, the Owner Trustee and their respective affiliates, successors and
assigns the representations, warranties and agreements of such Indenture Trustee
contained in Section 5.4 of the Existing Participation Agreement on and as of
the date hereof as though made on and as of the date hereof, except to the
extent that such representations, warranties and agreements relate solely to an
earlier date (in which case such representations and warranties are confirmed as
being true and accurate on and as of such earlier date and such agreements are
confirmed as having been performed on such earlier date).

SECTION 4.06. Representation, Warranty and Agreement of the Funding
Corporation. The Funding Corporation hereby represents and warrants to each of
the other parties hereto that it is acquiring the Series 1997 Refunding Lessor
Note to be acquired by it, for its own account for investment and not with a
view to, or for sale in connection with, any distribution. The Funding
Corporation hereby agrees with each of the other parties hereto that,

12
<PAGE>

during such time as the Series 1997 Refunding Lessor Note is outstanding, it
will not engage in any business or activity other than in connection with or
relating to, the issuance of Facility Bonds pursuant to the Collateral Trust
Indenture or amend or engage in any activity or take any action not permitted by
Articles THIRD or SIXTH of its Certificate of Incorporation, as in effect on the
date of execution and delivery hereof, without, in each case, the consent of the
other parties hereto (other than the Loan Participant, the Original Funding
Corporation and the Original Collateral Trust Trustee).

SECTION 4.07. No-Petition Agreements. Each of the Lessee, the Owner
Participant, the Owner Trustee, the Indenture Trustee and Collateral Trust
Trustee hereby severally agrees that it will not file a petition, or join in the
filing of a petition, seeking reorganization, arrangement, adjustment or
composition of or in respect of the Funding Corporation under the Federal
Bankruptcy Code or any other applicable Federal or State law or the law of the
District of Columbia.

SECTION 4.08. Certificates Required in Connection with Mandatory
Redemption of Facility Bonds. The Lessee hereby agrees that, in connection with
the prepayment of Series 1997 Refunding Lessor Note under one of the
circumstances described in Section 6.01(b) of the Collateral Trust Indenture, it
will give to the Collateral Trust Trustee the certificate required by such
section.

SECTION 4.09. Preparation of Tax Returns. The Lessee hereby agrees
to prepare or cause to be prepared for the benefit of the Funding Corporation
all federal, state and local tax returns and elections pertaining to or
affecting tax liability of the Funding Corporation and the Funding Corporation
agrees to cooperate with the Lessee or its representative in the preparation of
such returns and elections.

ARTICLE V
INDEMNIFICATION

SECTION 5.01. Indemnification. The Lessee hereby confirms, for the
benefit of Funding Corporation and its Affiliates, its agreements contained in
Article 6 of the Participation Agreement, except that the exclusion from the
indemnity provided in Section 6.2(b) of the Participation Agreement which is
contained in Section 6.2(c)(i) and (ii) thereof shall not apply to the Funding
Corporation and its Affiliates if the nonpayment of such Tax would result in the
creation of a Lien on the Indenture Estate; provided, however, that such
exclusion shall apply to the Funding Corporation if such Tax was directly
attributable to actions by it which are in violation of its agreement contained
in Section 4.06 hereof, or if it (i) fails to file any income tax return
required to be filed by it on a timely basis, (ii) files any tax return on a
basis different from that prepared or recommended by the Lessee in accordance
with Section 4.09 hereof, (iii) fails to file any election pertaining to or
affecting its tax liability in a manner recommended by the Lessee in accordance
with Section 4.09 hereof or (iv) files any such election on a basis different
than that prepared or recommended by the Lessee in accordance with Section 4.09
hereof.

13
<PAGE>

ARTICLE VI
EXPENSES

SECTION 6.01. Expenses.

(a) The Owner Trustee hereby agrees that, if the Closing
contemplated hereby is consummated, it will pay or cause to be paid the
Lessor's Share of the 1997 Refinancing Transaction Expenses.

(b) The Lessee hereby agrees to pay or cause to be paid (i) the
fees and disbursements of its counsel in connection with the transactions
contemplated hereby, (ii) all fees and expenses of the Original Collateral
Trust Trustee or the Collateral Trust Trustee under the Original Collateral
Trust Indenture or Collateral Trust Indenture, respectively, not included
within 1997 Refinancing Transaction Expenses, and (iii) all fees and
expenses of J.H. Management Corporation in connection with its
administration of the Funding Corporation.

ARTICLE VII
AMENDMENTS TO EXISTING PARTICIPATION AGREEMENT

SECTION 7.01. Amendments to Section 5.1.

(a) Subsection 5.1(a) of the Existing Participation Agreement is
hereby amended by deleting such subsection in its entirety and substituting
the following in lieu thereof:

"(a) Owner Participant is a partnership existing under the
laws of the state of New York and has the power and
authority and legal right to execute, deliver and perform
this Agreement and each other Operative Document to which it
is a party."

(b) Subsection 5.1(b) of the Existing Participation Agreement is
hereby amended by deleting the first sentence of such section in its
entirety and substituting the following sentence in lieu thereof:

"The execution, delivery and performance by Owner
Participant of this Agreement and each other Operative
Document to which it is a party have been duly authorized by
all necessary action on the part of Owner Participant and do
not require the consent or approval of any partner or
trustee or holder of any indebtedness or other obligation of
Owner Participant."

(c) Subsection 5.1(c) of the Existing Participation Agreement is
hereby amended by deleting the phrases "certificate of incorporation or
by-laws" and "the jurisdiction in which it is incorporated" in the first
sentence of such subsection and substituting in lieu thereof the phrases
"partnership agreement" and "New York," respectively.

14
<PAGE>

SECTION 7.02. Amendments to Section 5.5.

(a) Subsection 5.5(a) of the Existing Participation Agreement is
hereby amended by deleting the last sentence of such subsection and
substituting the following sentence in lieu thereof:

"Lessee has three subsidiaries: (1) Black Diamond Energy,
Inc., a wholly-owned subsidiary of Lessee which owns and
leases to Lessee railroad cars for transporting coal; (2)
Rocky Mountain Leasing Corporation, a wholly-owned
subsidiary of Lessee formed in connection with a leveraged
lease financing transaction relating to Oglethorpe's Rocky
Mountain Pumped Storage Hydroelectric Plant; and (3)
EnerVision, Inc., Tailored Energy Solutions, a wholly owned
subsidiary of Lessee to which it may transfer its energy
marketing services business."

(b) Subsection 5.5(b) of the Existing Participation Agreement is
hereby amended by deleting such subsection in its entirety and substituting
the following in lieu thereof:

(b) Authorization. The execution, delivery and
performance by Lessee of this Agreement and each other
Operative Documents to which it is a party has been duly
authorized by all necessary corporate action on the part of
Lessee and do not require the consent or approval of any
member of Lessee or any trustee or holder of any
indebtedness or other obligation of Lessee or of the
Co-Owners, except for approvals of RUS in connection with
any Refinancing, approvals listed on Schedule 4 and the
consents of the Other Co-Owners contained in the Co-Owners'
Consent, which have been duly obtained with true copies
thereof delivered to the Participants.

(c) Subsection 5.5(g) of the Existing Participation Agreement is
hereby amended by deleting the third sentence of such section in its
entirety and substituting the following sentence in lieu thereof:

The Unit 2 Site and the Local Common Facilities Site are
owned in fee simple by Lessee as tenant-in-common with GPC,
Dalton and MEAG, in the respective percentages set forth in
the Ownership Agreement, and Lessee, GPC, Dalton and MEAG,
as tenants-in-common in the respective percentages set forth
in the Ownership Agreement, have good and marketable and
indefeasible title to the Local Common Facilities (other
than the Local Common Facilities Site), in each case free
and clear of all Liens (other than Permitted Liens).

15
<PAGE>

(d) Subsection 5.5(o) of the Existing Participation Agreement is
hereby amended by deleting the term "REA Mortgage" therein and substituting
the term "Oglethorpe Indenture" in lieu thereof.

(e) Subsection 5.5(r)(i) of the Existing Participation Agreement
is hereby amended by deleting clause (y) of such subsection in its entirety
and substituting the following in lieu thereof:

(y) a balance sheet of Lessee as at the end of such fiscal
year and the related statement of revenue and expenses,
statement of patronage capital and statements of cash flows
for the year then ended, together with the report with
respect thereto of Coopers & Lybrand L.L.P., or other
independent public accountants of recognized national
standing, and

(f) Subsection 5.5(r)(iv) of the Existing Participation
Agreement is hereby amended by deleting the phrase "an event of default
under Section 1 of Article III of the REA Mortgage" therein and
substituting the phrase "an Event of Default under Section 8.1 of the
Oglethorpe Indenture."

(g) Subsection 5.5(u) of the Existing Participation Agreement is
hereby amended by deleting such subsection in its entirety and substituting
the following in lieu thereof:

"(u) Rate Design. Lessee will observe and perform its
covenants contained in Section 13.14 of the Oglethorpe
Indenture as the same may be in effect from time to time."

SECTION 7.03. Amendment to Section 7.1. Section 7.1 of the Existing
Participation Agreement is hereby amended by adding the following immediately
after the first sentence thereof: "Solely in connection with a defeasance of the
Facility Bonds pursuant to Article 12 of the Collateral Trust Indenture,
proceeds of any Refinancing shall be used, after application of such proceeds to
the purposes described in the preceding sentence, to effect such defeasance in
accordance with said Article 12. Notwithstanding the foregoing, no Refinancing
may be requested which would not be permitted by the terms of the Note which is
to be Refinanced."

SECTION 7.04. Amendment to Schedule 1. Schedule 1 to the Existing
Participation Agreement is hereby deleted in its entirety and replaced by
Schedule 1 to this Second Supplemental Participation Agreement. The Lessee, the
Owner Trustee and the Owner Participant agree that, to the extent that further
adjustments are required in the Schedules of Basic Rent, Stipulated Loss Values
and Termination Values to bring such Schedules into compliance with the
provisions of Article 8 of the Participation Agreement, such adjustments shall
be made effective on or prior to the 1997 Refinancing Date. The Lessee
represents and warrants that the adjustments to Basic Rent, Stipulated Loss
Value and Termination Value, as reflected in Schedule 1 to this Second
Supplemental Participation Agreement, as such schedules may be further adjusted
on or prior to the 1997 Refinancing Date, are such that the amounts of

16
<PAGE>

Basic Rent, Stipulated Loss Value and Termination Value, as so adjusted, payable
on any date, together with all other amounts required to be paid on any such
date under the Lease, shall be sufficient to pay in full all amounts of
principal of, and premium, if any, and interest on the Series 1997 Refunding
Lessor Note due and payable on such date.

SECTION 7.05. Amendment to Schedule 9. Schedule 9 to the Existing
Participation Agreement is hereby deleted in its entirety and replaced by
Schedule 9 hereto, with such additions, deletions or modifications as Lessee may
provide by an Officers' Certificate to the other parties hereto on or before the
1997 Refinancing Date.

SECTION 7.06. Rights of Loan Participant, Original Funding
Corporation and the Original Collateral Trust Trustee. Except with respect to
rights to indemnification under the Existing Participation Agreement, the rights
and obligations of the Loan Participant, the Original Funding Corporation and
the Original Collateral Trust Trustee under the Existing Participation Agreement
shall terminate on the 1997 Refinancing Date.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Certain Actions Under Collateral Trust Indenture. The
Owner Participant hereby directs the Owner Trustee, upon the request of the
Lessee, and the Lessee hereby so requests the Owner Trustee, to direct the
Original Collateral Trust Trustee to give the notice required by Section 6.05 of
the Original Collateral Trust Indenture and to redeem the Outstanding Bonds on
the Outstanding Bonds Redemption Date in accordance with the terms and
provisions of Article Six of the Original Collateral Trust Indenture. The
Original Funding Corporation hereby directs the Original Collateral Trust
Trustee to apply the amount received by it under Sections 2.02(a)(1) and
2.02(a)(2)(iii) to defease the Outstanding Bonds in accordance with Section
12.01 of the Original Collateral Trust Indenture.

SECTION 8.02. Appointment of the Lessee as Agent. The Owner Trustee
hereby appoints the Lessee as its agent for purposes of giving one or more
Lessor Requests (as defined in the Collateral Trust Indenture) pursuant to the
Collateral Trust Indenture. Such appointment may be revoked by the Owner
Trustee at any time after a Lease Default or a Lease Event of Default has
occurred and is continuing.

SECTION 8.03. Notices. Any notice, consent, demand, request or other
communication required or permitted under the terms and provisions of the
Participation Agreement to be given to any party thereto shall be in writing and
shall become effective when delivered by hand or received by telex or telecopier
or registered first class mail, postage prepaid, addressed to (i) any such party
which was a party to the Original Participation Agreement or the First
Supplemental Participation Agreement at its address set forth in the Original
Participation Agreement or the First Supplemental Participation Agreement, as
appropriate, (ii) the Funding Corporation in care of J.H. Management
Corporation, One International Place, Suite 520, Boston, Massachusetts 02110,
Attention: President, and (iii) the Collateral Trust Trustee at 58 Edgewood
Avenue, Room 400A, Atlanta, Georgia 30303, Attention: Corporate Trust Department
or at such other address as any of the foregoing Persons shall from time to time
designate in writing to the other parties hereto.

17
<PAGE>

SECTION 8.04. Direction to Owner Trustee. The Owner Participant
hereby consents to, and authorizes and directs the Owner Trustee to execute and
deliver, the Restated Indenture, Second Lease Supplement, this Second
Supplemental Participation Agreement, and any certificates or other instruments
required in connection herewith or therewith, and to take all other action
contemplated hereby and thereby pursuant to the Trust Agreement.

SECTION 8.05. Amendment. Each party hereto hereby consents to the
amendments to the Operative Documents and the transactions contemplated by this
Second Supplemental Participation Agreement.

SECTION 8.06. Successors and Assigns. This Second Supplemental
Participation Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns, and all Noteholders.

SECTION 8.07. Counterpart Execution. This Second Supplemental
Participation Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

SECTION 8.08. Effect of Amendment. Except as expressly amended,
supplemented and modified by this Second Supplemental Participation Agreement,
the Original Participation Agreement as amended, modified and supplemented by
the First Supplemental Participation Agreement and all terms and conditions
thereof shall continue in full force and effect, unmodified and unchanged. From
and after the date of delivery of this Second Supplemental Participation
Agreement, the Original Participation Agreement as amended, modified and
supplemented by the First Supplemental Participation Agreement and all
references thereto in any and all Operative Documents shall mean and include the
Original Participation Agreement and the First Supplemental Participation
Agreement as modified, amended and supplemented by this Second Supplemental
Participation Agreement.

SECTION 8.09. Headings. The headings of the sections and paragraphs
of this Second Supplemental Participation Agreement have been inserted for
convenience of reference only and shall in no way restrict or otherwise modify
any of the terms or provisions hereof.

(Remainder of Page Intentionally Left Blank)

18
<PAGE>

IN WITNESS WHEREOF, the parties hereto have each caused this Second
Supplemental Participation Agreement to be duly executed on and as of the date
first above written.
OGLETHORPE POWER CORPORATION (AN
ELECTRIC MEMBERSHIP CORPORATION),
Lessee

By: /s/ T.D. Kilgore
-----------------------------
Name: T.D. Kilgore
Title: President and Chief
Executive Officer

DFO PARTNERSHIP,
Owner Participant

By: Security Pacific Leasing
Corporation
-----------------------------
its General Partner

By: /s/ Steven M. Jacobs
------------------------
Name: Steven M. Jacobs
Title: Vice President

WILMINGTON TRUST COMPANY, not in
its individual capacity except to
the extent expressly set forth
herein but as Original Trustee
under a Trust Agreement with the
Owner Participant

By: /s/ Joseph B. Feil
-----------------------------
Name: Joseph B. Feil
Title: Financial Services
Officer

OPC SCHERER FUNDING
CORPORATION, Original Funding
Corporation

By: /s/ M.A. Ferrucci
-----------------------------
Name: M.A. Ferrucci
Title: President
<PAGE>

NATIONSBANK, N.A., acting through
its agent, THE BANK OF NEW YORK,
not in its individual capacity
except to the extent expressly set
forth herein but as Owner Trustee
under a Trust Agreement with the
Owner Participant

By: /s/ Stefan Victory
-----------------------------
Name: Stefan Victory
Title: Agent

THE BANK OF NEW YORK TRUST COMPANY
OF FLORIDA, N.A., not in its
individual capacity but solely as
Indenture Trustee under the
Restated Indenture

By: /s/ Howard L. Shellkopf
-----------------------------
Name: Howard L. Shellkopf
Title: Agent
<PAGE>

COBANK, ACB, Loan Participant

By: /s/ Horrace Harrod
-----------------------------
Name: Horrace Harrod
Title: Vice President

OPC SCHERER 1997 FUNDING
CORPORATION A, the Funding
Corporation

By: /s/ Dolores A. Bitar
-----------------------------
Name: Dolores A. Bitar
Title: Vice President

SUNTRUST BANK, ATLANTA, not in its
individual capacity but solely as
Original Collateral Trust Trustee
under the Original Collateral Trust
Indenture

By: /s/ Philip D. DeMouey
-----------------------------
Name: Philip D. DeMouey
Title: Assistant Vice President

SUNTRUST BANK, ATLANTA, not in its
individual capacity but solely as
Collateral Trust Trustee under the
Collateral Trust Indenture

By: /s/ Philip D. DeMouey
-----------------------------
Name: Philip D. DeMouey
Title: Assistant Vice President

<PAGE>

APPENDIX C

DEFINITIONS NO. 2

"Additional Lessor Note Interest" shall have the meaning set forth in the
Series 1997 Refunding Lessor Note.

"Bankruptcy Act" has the meaning set forth in Section 4.1(d) of the Restated
Indenture.

"Collateral Trust Trustee" means SunTrust Bank, Atlanta, not in its
individual capacity but solely as trustee under the Collateral Trust
Indenture.

"Existing Participation Agreement" means the Original Participation Agreement
as amended, modified and supplemented by the First Supplemental Participation
Agreement.

"First Lease Supplement" means the First Supplement to Lease Agreement No. 2,
dated as of October 15, 1986, between the Lessor and the Lessee.

"Funding Corporation" means OPC Scherer 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

<PAGE>

"Indemnitee" shall mean Bank, Original Trustee, Wade, Co-Owner Trustee,
Georgia Bank, Georgia Trustee, Owner Participant, Indenture Trustee (both in
its individual capacity and its capacity as Indenture Trustee under the
Restated Indenture), the Collateral Trust Trustee, the Original Collateral
Trust Trustee, each holder of a note from time to time outstanding and the
respective successors, assigns, agents, officers, directors or employees of
any thereof and Affiliates of any of the foregoing."

"1997 Refinancing Date" has the meaning assigned to such term in Section 2.03
of the Second Supplemental Participation Agreement.

"1997 Refinancing Documents" means the Second Supplemental Participation
Agreement, the Restated Indenture, the Series 1997 Refunding Lessor Note and
the Second Lease Supplement.

"1997 Supplemental Rent Payment" shall have the meaning set forth in Section
2 of the Second Lease Supplement.

"Offering Circular" means the Offering Circular, dated December 11, 1997, of
the Lessee relating to the Facility Bonds.

<PAGE>

"Original Collateral Trust Indenture" means the Collateral Trust Indenture,
dated as of October 15, 1986, among Lessee, Original Funding Corporation and
the Original Collateral Trust Trustee.

"Original Funding Corporation" means OPC Scherer Funding Corporation, a
Delaware corporation.

"Original Lease Indenture" means the Original Indenture, as supplemented by
the First Supplemental Indenture.

"Original Participation Agreement" means the Participation Agreement No. 2,
dated as of December 30, 1985, among Lessee, Owner Participant, Original
Trustee, and the Loan Participant.

"Outstanding Bonds" mean the Serial Facility Bonds due 1991, 1996 and 2011
issued by the Original Funding Corporation pursuant to, and Outstanding
under, the Indenture.

"Outstanding Bonds Redemption Date" means January 6, 1998.

"Outstanding Note" means the Note, dated October 15, 1986, issued to the
Original Funding Corporation pursuant to Section 2.4 of the Indenture.

"Participation Agreement" means the Original Participation Agreement as amended,
modified and supplemented by the First Supplemental Participation Agreement and
the Second

<PAGE>

Supplemental Participation Agreement, and as the same may be further amended,
modified or supplemented from time to time in accordance with the provisions
thereof.

"Premium Redemption Price" shall mean the redemption prices (each expressed
as a percentage principal amount) set forth in Schedule 2 to the Series 1997
Refunding Lessor Note.

"Purchase Agreement" means the Purchase Agreement, dated December 11, 1997,
among the Purchasers, Lessee and the Funding Corporation.

"Purchasers" shall mean Goldman, Sachs & Co. and the other Purchasers listed
on Schedule I to the Purchase Agreement.

"RUS" means the Rural Utilities Service, the successor to the REA.

"Second Lease Supplement" means the Second Supplement to Lease Agreement No.
2, dated as of the 1997 Refinancing Date, between the Lessee and the Owner
Trustee.

"Stipulated Interest Rate" shall mean the lesser of (i) two percent (2%) per
annum above the greater of (A) the published base rate of Citibank, N.A., in
New York, New York, in effect from time to time and (B) six and nine hundred
seventy-four thousandths percent (6.974%) per annum, and (ii) the highest
interest rate per annum permitted by Applicable Law.

4
<PAGE>

REVISED SCHEDULE 1
to
Participation Agreement No. 2

OWNER PARTICIPANT INFORMATION

A. Owner Participant: DFO Partnership

(1) All payments to Owner Participant should be made by wire
transfer of immediately available funds to:

Bank of America, NT&SA
San Francisco Regional Commercial Banking
Office 1499
ABA# 121000358
345 Montgomery Street
San Francisco, CA 94104
Account#: 14995-50439
Account of: Security Pacific Leasing
Corporation
Reference: (Identify purpose of wire)

with sufficient information to identify the source and
application of such funds.

(2) All notices and written confirmation of such wire transfers
should be sent to:

BankAmerica Leasing & Capital Group
555 California Street
4th Floor
San Francisco, CA 94104

Attention: Managed Investment Group 11244

B-1. Amount invested pursuant to Article 3 of the Original Participation
Agreement on the Closing Date:

Owner Participant $30,028,962
Loan Participant $50,640,000

B-2. Adjustments of amount invested pursuant to transactions under the
Supplemental Participation Agreement:

<PAGE>

Repayment of
Owner Participant's Investment $428.16

Repayment of
Loan Participant's Investment
- Principal $50,640,000.00
- Interest $ 1,080,771.06
Loan by Company $53,204,000.00

B-3. Adjustment of amount invested pursuant to transactions under the
Second Supplemental Participation Agreement:

Repayment of
Loan Participant's Investment
- Principal $42,757,000
- Interest $ 1,923,946.21
Loan by Company $42,757,000

C. Undivided Interest Percentage: 12.1518987

D. Facility Cost: $80,000,000.00

E. Transaction Expenses:

(i) On Closing Date $ 668,962.00

(ii) On Refinancing Date under
Supplemental Participation
Agreement $ 1,482,800.78

Lessors' Cost $82,151,762.78

E-1 Transaction Expense pursuant to
Second Supplemental Participation
Agreement $ 571,449.68

<PAGE>

F. Installments of Basic Rent

Rent Payment Percentage of
Dates Facility Cost
------------- -----------------

17-Dec-97 0.0000000
30-Jun-98 4.3658201
31-Dec-98 4.0798349
30-Jun-99 2.6163473
31-Dec-99 5.5275067
30-Jun-00 2.5523975
31-Dec-00 5.5915031
30-Jun-01 2.4800497
31-Dec-01 5.6688648
30-Jun-02 1.5052150
31-Dec-02 6.6394238
30-Jun-03 1.2999972
31-Dec-03 6.8445755
30-Jun-04 1.1066866
31-Dec-04 7.0379611
30-Jun-05 0.8998639
31-Dec-05 7.2448639
30-Jun-06 0.6786138
31-Dec-06 7.4243374
30-Jun-07 7.9771656
31-Dec-07 0.1808550
30-Jun-08 5.3632138
31-Dec-08 2.8100806
30-Jun-09 0.0000000
31-Dec-09 8.1434987
30-Jun-10 0.0000000
31-Dec-10 8.1434987
30-Jun-11 0.0000000
31-Dec-11 8.1434987
30-Jun-12 0.0000000
31-Dec-12 8.1208779
30-Jun-13 4.0717494

<PAGE>

G. Stipulated Loss Values

Rent Payment Percentage of
Dates Facility Costs
------------- -----------------

17-Dec-97 89.9813481
30-Jun-98 87.9512853
31-Dec-98 85.9738855
30-Jun 99 85.4147637
31-Dec-99 81.9613187
30-Jun-00 81.3886769
31-Dec-00 77.7951074
30-Jun-01 77.2151326
31-Dec-01 73.4664243
30-Jun-02 73.7792329
31-Dec-02 69.0520823
30-Jun-03 69.5724737
31-Dec-03 64.6594088
30-Jun-04 65.3952198
31-Dec-04 60.3278181
30-Jun-05 61.3129618
31-Dec-05 56.1002427
30-Jun-06 57.3728865
31-Dec-06 52.0683984
30-Jun-07 46.1383405
31-Dec-07 47.9387742
30-Jun-08 44.7465762
31-Dec-08 44.1501806
30-Jun-09 46.3544657
31-Dec-09 40.6529835
30 Jun-10 42.6717877
31-Dec-10 36.7751547
30-Jun-11 38.5886358
31-Dec-11 32.4759790
30-Jun-12 34.0621797
31-Dec-12 27.7330221
30-Jun-13 25.0000000

<PAGE>

H. Termination Values:

Rent Payment Percentage of
Dates Facility Costs
------------ --------------

17-Dec-97 88.7435745
30-Jun-98 86.6524115
31-Dec-98 84.6153206
30-Jun-99 83.9937645
31-Dec-99 80.4750160
30-Jun-00 79.8340696
31-Dec-00 76.1690565
30-Jun-01 75.5143548
31-Dec-01 71.6874855
30-Jun-02 71.9185412
31-Dec-02 67.1058804
30-Jun-03 67.5368321
31-Dec-03 62.5302172
30-Jun-04 63.1681789
31-Dec-04 57.9984313
30-Jun-05 58.8765255
31-Dec-05 53.5518375
30-Jun-06 54.7073667
31-Dec-06 49.2803818
30-Jun-07 43.2221977
31-Dec-07 44.8886170
30-Jun-08 41.5562459
31-Dec-08 40.8132353
30-Jun-09 42.8641676
31-Dec-09 37.0022851
30-Jun-10 38.8533176
31-Dec-10 32.7812028
30-Jun-11 34.4111376
31-Dec-11 28.1064996
30-Jun-12 29.4918962
31-Dec-12 22.9527065
30-Jun-13 20.0000000

<PAGE>

I. Conditions Precedent to Obligations of Lessee under Original
Participation Agreement:

None.

J. Conditions Precedent to Obligations of Participants under
Original Participation Agreement:

Each Participant, Owner Trustee and Indenture Trustee received an
opinion, dated the Closing Date, from Van Ness, Feldman, Sutcliffe,
Curtis & Levenberg, P.C., special regulatory counsel for Lessee,
substantially in the form of Exhibit A attached to Schedule I to the
Original Participation Agreement.

K. Regulation:

Based on the provisions of the Holding Company Act, the Federal
Power Act and PURPA in effect on the Closing Date, and without
regard to (x) any other activities or transactions which Owner
Trustee, Indenture Trustee or either of the Participants, or any
Affiliate of any thereof, is engaged in or is a party to or (y) any
activities or transactions which any Other Owner Participant or any
Affiliate thereof is engaged in or is a party to, including, without
limitation, the transactions contemplated by the Other Participation
Agreements (and assuming that none of Owner Participant, Owner
Trustee, Indenture Trustee and Loan Participant or any Affiliate of
any of them is subject to regulation as an "electric utility" or a
"public utility" or a "public utility holding company" under any
Applicable Law immediately prior to the Closing on the Closing
Date), neither Owner Trustee, Indenture Trustee nor any Participant
will be, prior to the Lessor Possession Date, by reason of any of
the transactions contemplated by the Participation Agreement or any
other Operative Document to which any of them is a party, subject to
regulation as a Public Utility, a Holding Company, or a Subsidiary
Company (other than the requirement that Owner Trustee file with the
Securities and Exchange Commission a certificate on Form U-7D).

L. Exception to Section 5.1(k):

No Exception.

<PAGE>

M. Miscellaneous Provisions:

Owner Participant represented and warranted on the Closing Date that
the making of its investment pursuant to Article 3 of the Original
Participation Agreement and the entering into by it of the Operative
Documents to which it is a party were in the ordinary course of its
business.

N. Tax Assumptions:

Cost of the 5-Year Property $39,691,749
Cost of the Special 5-Year
Property $40,308,251

Lessee's Adjusted Basis in
the Undivided Interest $40,308,251

Lessee's Unadjusted Basis
in the Undivided Interest $62,172,110

O. Rent Adjustment

The amounts payable as Basic Rent, Stipulated Loss Value and
Termination Value shall be appropriately adjusted and the debt shall be
releveraged and reoptimized in accordance with, and at the times required by,
Section 3.1 (e) of the Tax Indemnification Agreement, subject to the
conditions set forth in Article 8 of the Participation Agreement.

<PAGE>

Revised Schedule 9
to
Original Participation Agreement No. 2
as heretofore supplemented and amended and
as supplemented and amended by the
Second Supplemental Participation Agreement No. 2

FILINGS AND RECORDINGS

The following filings and recordings are or were necessary (or advisable
as a precautionary matter) in connection with the contemplated transactions.
All documents are assumed to be fully and properly completed, executed and
attested. It is further assumed that neither Owner Participant, Funding
Corporation nor Original Trustee is a resident of or domiciled in the State
of Georgia and that none of the foregoing has a place of business in the
State of Georgia. It is assumed that Original Trustee's principal place of
business and its principal place of execution of the trust created by the
Trust Agreement are in the State of Delaware. It is further assumed that
before the succession by merger of the Georgia Trustee, the Georgia Trustee's
principal place of business was in Fulton County, Georgia and its registered
office was in Chatham County, Georgia. It is further assumed that after the
succession by merger of the Georgia Trustee, the Georgia Trustee's chief
executive office is in Mecklenburg County, North Carolina, its principal
place of business in Georgia is in Fulton County, Georgia, and the principal
place of execution by the Georgia Trustee of the trust created by the Trust
Agreement is in Fulton County, Georgia. It is further assumed that each of
Original Funding Corporation and Funding Corporation is a resident of,
domiciled in, and has its principal place of business in the State of
Delaware. It is further assumed that the principal place of business of
Lessee is in DeKalb County, Georgia. Finally, Unit 2 is located in Monroe
County, Georgia.

A. The following filings and recordings were made on or about December
30, 1985, with and by the Clerk of the Superior Court of Monroe County,
Georgia, and were filed and recorded in the following order, accompanied by
all real estate transfer taxes, intangible recording taxes and recording
and/or filing fees required by Applicable Law:

1. Amendment to Ownership Agreement;

2. Amendment to Operating Agreement;

3. Co-Owners' Consent;

4. Consent and Agreement of Mortgagees;

<PAGE>

5. REA Partial Release;

6. Deed and Bill of Sale, together with Transfer Tax Declaration Form;

7. Supporting Assets Lease;

8. Assignment;

9. Lease;

10. Supporting Assets Sublease; and

11. Indenture, cross-indexed as a fixture filing and as a financing
statement in the personal property records.

B. The following filings and recordings were made on or about October
8, 1986, with and by the Clerk of the Superior Court of Monroe County,
Georgia accompanied by all real estate transfer taxes, intangible recording
taxes and recording and/or filing fees required by Applicable Law:

1. Trust Agreement;

2. Trust Supplement No. 1;

3. Trust Supplement No. 2 (filed on October 15, 1986); and

4. Trustee's Assignment and Assumption, dated as of October 8, 1986,
between Original Trustee and Georgia Trustee;

C. The following filings and recordings were made on or about October
20, 1986, with and by the Clerk of the Superior Court of Monroe County,
Georgia accompanied by all real estate transfer taxes, intangible recording
taxes and recording and/or filing fees required by Applicable Law:

1. Lease Supplement No. 1; and

2. First Supplemental Indenture, cross-indexed as a fixture filing and as
a financing statement in the personal property records.

D. The following filings and recordings will be made with and by the
Clerk of the Superior Court of Monroe County, Georgia accompanied by all real
estate transfer taxes, intangible recording taxes and recording and/or filing
fees required by Applicable Law:

-2-

<PAGE>

1. Assignment of Indenture Estate No. 2, dated as of December 17, 1997,
from the Original Indenture Trustee to the Indenture Trustee;

2. Second Lease Supplement; and

3. Restated Indenture.

E. Filings of the following UCC Financing Statements, properly
describing the property (including fixtures, if any) (i) described in the
Lease (as to financing statements referenced in clause (2) of this paragraph
E), and (ii) described in the Indenture (as to financing statements
referenced in clause (1) of this paragraph E), together with recording and/or
filing fees required by Applicable Law, have been made as follows:

1. Financing Statements naming Owner Trustee as debtor and Indenture
Trustee as secured party, filed in Monroe County, Georgia and with the
office of the Secretary of State of the State of Delaware on
December 30, 1985; and

2. Precautionary Financing Statements naming Lessee as debtor, Owner
Trustee as secured party and Indenture Trustee as assignee of secured
party, filed in DeKalb County, Georgia and with the office of the
Secretary of State of the State of Delaware on December 30, 1985, and
in Monroe County, Georgia on April 30, 1986.

F. Filings of the following UCC Financing Statements, properly
describing the property (including fixtures, if any) described in the
Indenture together with recording and/or filing fees required by Applicable
Law, have been made as follows:

1. Amendments to the Financing Statements described in clause (1) of
paragraph E hereof to reflect the substitution of Georgia Trustee for
Co-Owner Trustee, filed in Monroe County, Georgia on October 8, 1986
and with the Office of the Secretary of State of the State of Delaware
on October 16, 1986;

2. Financing Statements naming Owner Trustee as debtor and Indenture
Trustee as secured party, filed in Fulton County, Georgia on October
8, 1986 and Chatham County, Georgia on October 10, 1986; and

3. Amendments to Financing Statements described in clause (1) of
paragraph E hereof (as amended by the amendments described in clause
(1) of paragraph F) and in clause (2) of paragraph F to reflect the
terms of the First Supplemental Indenture, filed in Monroe County,
Georgia, Chatham County, Georgia, Fulton County, Georgia, and the
Office of the Secretary of State of the State of Delaware on October
20, 1986.

-3-

<PAGE>

H. Filings of UCC Continuation Statements, together with recording
and/or filing fees required by Applicable Law, have been made as follows:

1. Continuation Statements with respect to the Financing Statements
described in clause (1) of paragraph E, filed in Monroe County,
Georgia on December 26, 1990 and July 31, 1995 and with the office of
the Secretary of State of Delaware on December 24, 1990 and August 1,
1995;

2. Continuation Statements with respect to the Financing Statements
described in clause (2) of paragraph E, filed in DeKalb County,
Georgia on December 21, 1990 and August 1, 1995, with the Office of
the Secretary of State of the State of Delaware on December 24, 1990
and August 1, 1995, and in Monroe County, Georgia on December 26, 1990
and November 4, 1995; and

3. Continuation Statements with respect to the Financing Statements
described in clause (2) of paragraph G, filed in Fulton County,
Georgia on September 18, 1991 and September 19, 1996 and Chatham
County, Georgia on October 10, 1991 and September 3, 1996.

I. Filings of the following UCC Financing Statements, properly
describing the property (including fixtures, if any) (i) described in the
Lease (as to Financing Statements referenced in clauses (5) and (6) of this
paragraph I), and (ii) described in the Indenture (as to Financing Statements
referenced in clauses (1), (2), (3) and (4) of this paragraph I), together
with recording and/or filing fees required by Applicable Law will be made as
follows:

1. Amendments to Financing Statements described in clause (1) of
paragraph E hereof (as amended by the amendments described in clauses
(1) and (3) of paragraphs F) to reflect the substitution of the
Indenture Trustee to be filed in Monroe County, Georgia and the Office
of the Secretary of State of the State of Delaware;

2. Amendments to Financing Statements described in clause (1) of
paragraph E hereof (as amended by the amendments described in clauses
(1) and (3) of paragraphs F) to reflect the terms of the Restated
Indenture to be filed in Monroe County, Georgia and the Office of the
Secretary of State of the State of Delaware;

3. Financing Statements naming Owner Trustee as debtor and Indenture
Trustee as secured party to be filed in Monroe County, Georgia,
Mecklenburg County, North Carolina and the Offices of the Secretaries
of State of the States of Delaware and North Carolina;

-4-

<PAGE>

4. Notice Filings for UCC real estate related collateral naming Owner
Trustee as debtor and Indenture Trustee as secured party to be filed
in the real estate records of Monroe County, Georgia;

5. Amendments to Financing Statements described in clause (2) of
paragraph E to reflect the substitution of the Indenture Trustee to be
filed in DeKalb County, Georgia, Monroe County, Georgia, and the
Office of the Secretary of State of the State of Delaware; and

6. Amendments to Financing Statements described in clause (2) of
paragraph E to reflect the terms of the Second Lease Supplement to be
filed in DeKalb County, Georgia, Monroe County, Georgia, and the
Office of the Secretary of State of the State of Delaware.

-5-

<PAGE>

CROSS REFERENCE: INDENTURE OF TRUST, DEED TO
SECURE DEBT AND SECURITY AGREEMENT NO.2
RECORDED IN VOLUME 208, PAGE 331, MONROE
COUNTY, GEORGIA, RECORDS, AND FIRST
SUPPLEMENTAL INDENTURE OF TRUST, DEED TO
SECURE DEBT AND SECURITY AGREEMENT NO. 2
RECORDED IN VOLUME 228, PAGE 153 OF THE
AFORESAID RECORDS.
- -------------------------------------------------------------------------------

AMENDED AND RESTATED
INDENTURE OF TRUST, DEED TO SECURE
DEBT AND SECURITY AGREEMENT NO. 2

Dated as of December 1, 1997

between

and

THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.,
as successor to Wachovia Bank of Georgia, National Association,
successor by merger to The First National Bank of Atlanta,
as Indenture Trustee

---------------------------------------------------------------

Undivided Interest in Plant Robert W. Scherer
Unit No. 2 818 MW (nameplate capacity)
Coal-Fired Electric Generating Unit
Located in Monroe County, Georgia

---------------------------------------------------------------

- -------------------------------------------------------------------------------

<PAGE>

This AMENDED AND RESTATED INDENTURE OF TRUST, DEED TO SECURE DEBT AND
SECURITY AGREEMENT NO. 2 (this "Indenture"), dated as of December 1, 1997,
between WILMINGTON TRUST COMPANY, a Delaware banking corporation, and
NATIONSBANK, N.A., a national banking association and successor by merger to
The Citizens and Southern National Bank, acting through its agent THE BANK OF
NEW YORK, a state banking corporation organized under the laws of the State
of New York, not in their individual capacities but solely as Owner Trustees
(collectively in such capacity, "Owner Trustee") under the Trust Agreement
No. 2, dated December 30, 1985, with DFO Partnership, as assignee of Ford
Motor Credit Company (the "Owner Participant"), grantor, and THE BANK OF NEW
YORK TRUST COMPANY OF FLORIDA, N.A., a national banking association
("Indenture Trustee"), as successor indenture trustee to Wachovia Bank of
Georgia, National Association, successor by merger to The First National Bank
of Atlanta ("Original Indenture Trustee"), grantee.

RECITALS:

A. Owner Participant and Owner Trustee entered into the Trust
Agreement (capitalized terms used herein being defined as provided in Article
1) on December 30, 1985, as amended by amendments thereto, whereby, among
other things, Owner Trustee declared a certain trust for the use and benefit
of Owner Participant, and Owner Trustee was authorized and directed to
execute and deliver this Indenture, which amends and restates the Trust
Agreement, as so previously amended;

B. In connection with the entering into the Trust Agreement, Owner
Trustee entered into the Original Participation Agreement;

C. Owner Trustee, acting on behalf of the Owner Participant, pursuant
to the Trust Agreement and the Original Participation Agreement, purchased
the Undivided Interest from Lessee and concurrently therewith leased such
Undivided Interest to Lessee pursuant to the Lease;

D. In accordance with the Original Indenture, on December 30, 1985,
the Owner Trustee executed and delivered the Secured Note, the proceeds of
which were used by the Owner Trustee to finance a portion of the purchase of
the Undivided Interest, and pursuant to which Original Indenture Owner
Trustee granted to Original Indenture Trustee the security, titles and
interests therein provided and which Original Indenture was regarded as (i) a
deed to secure debt, (ii) a security agreement, and (iii) a financing
statement for such security agreement under the Uniform Commercial Code;

F. The Original Indenture Trustee has resigned as indenture trustee
under the Original Lease Indenture, and the Indenture Trustee is being
appointed as successor indenture trustee under this Indenture;

<PAGE>

G. Owner Trustee and Indenture Trustee desire to amend and restate the
Original Indenture, as amended by the First Supplemental Indenture, to, among
other things, provide for (a) the issuance by Owner Trustee of the Series
1997 Refunding Lessor Note, (b) the issuance by Owner Trustee of Additional
Notes and (c) the conveyance and assignment by Owner Trustee, with and to
Indenture Trustee, as part of the Indenture Estate, of the Undivided
Interest, the Lease, the Deed and Bill of Sale, the Supporting Assets Lease,
the Supporting Assets Sublease, the Operating Agreement, the Ownership
Agreement, the Assignment, the REA Consent and the Co-Owners' Consent, the
Participation Agreement and payments and other amounts received hereunder or
thereunder in accordance hereof (excluding Excepted Payments and except as
otherwise provided herein or therein) as security for inter alia, Owner
Trustee's obligations to and for the benefit of the Noteholders and for the
benefit and security of such Noteholders; and

H. In order to secure Owner Trustee's obligations, Owner Trustee
desires to grant to Indenture Trustee the security, titles and interests
herein provided and the parties hereto desire that this Indenture be regarded
as (i) a deed to secure debt and (ii) a security agreement.

CONVEYANCE CLAUSE:

NOW THEREFORE, FOR TEN DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged
by Owner Trustee, and in order to secure the indebtedness and other
obligations, agreements, and covenants of Owner Trustee set forth hereinafter
and in the Notes, the Operative Documents and the other documents,
certificates and agreements delivered in connection therewith, this Indenture
does hereby amend and restate the Trust Agreement, as previously amended, and
Owner Trustee does hereby irrevocably grant, bargain, sell, transfer, assign
and convey unto Indenture Trustee, and the successors and assigns of
Indenture Trustee, all of Owner Trustee's rights, title and interests in and
to the following described property and interests and estates in property,
land, easements, rights, improvements, personal property, fixtures, equipment
and appurtenances whether now held or hereafter acquired (which collectively,
including all property hereafter specifically subjected to the security,
titles and interests created by this Indenture by any supplement hereto, are
included within, and are hereafter referred to as, the "Indenture Estate"):

(1) the Undivided Interest, as more particularly described in
Schedule 1, located on or attached to those certain tracts or parcels of land
lying and being in Monroe County, Georgia (herein referred to collectively as
the "Unit 2 Site," as more particularly described in Schedule 2), including
all fixtures, Capital Improvements and replacement Components or proceeds
from a permitted sale of any of the foregoing, and the Unit 2 Intangibles;

(2) the leasehold estate or estates granted by the Supporting
Assets Lease, recorded in Deed Book 203, Page 194, Records of the Clerk of
the Superior Court of Monroe County, Georgia;

(3) all rights, title and interests of Owner Trustee in, to and
under the Lease, the Deed and Bill of Sale, the Supporting Assets Lease, the
Supporting Assets Sublease, the

<PAGE>

Operating Agreement, the Ownership Agreement, the Assignment, the REA
Consent, the Participation Agreement and any similar participation agreements
relating to Additional Notes and the Co-Owners' Consent (collectively, the
"Assigned Documents"), including, without limitation, (a) all amounts of
Rent, insurance proceeds and condemnation, requisition and other awards and
payments of any kind for or with respect to any part of the Indenture Estate
as contemplated in the Assigned Documents and (b) all rights of Owner Trustee
to exercise any election or option or to make any decision or determination
or to give or receive any notice, consent, waiver or approval or to take any
other action under or in respect of any Assigned Document, as well as all the
rights, powers and remedies on the part of Owner Trustee, whether arising
under any Assigned Document or by statute or at law or equity or otherwise,
arising out of any Lease Default or Lease Event of Default (except to the
extent provided in Section 5.6 hereof);

(4) all rents (including Rent), issues, profits, royalties,
products, revenues and other benefits of the Indenture Estate from time to
time accruing and all property from time to time subjected or required to be
subjected to the Lien of this Indenture and all the estate, right, title,
interest, property, possession, claim and demand whatsoever at law as well as
in equity of Owner Trustee in and to the same (the "Revenues");

(5) all moneys and securities deposited or required to be
deposited with Indenture Trustee pursuant to any term of this Indenture or
any other Assigned Document and held or required to be held by Indenture
Trustee hereunder;

(6) all rights, title and interests of Owner Trustee in and to any
right to restitution from Lessee in respect of any determination of
invalidity of any Assigned Document;

(7) all other property, rights and privileges of every kind and
description, real, personal and mixed, tangible and intangible and interests
therein now held or hereafter acquired by Owner Trustee pursuant to any term
of any Assigned Document, whether located on the Unit 2 Site, or elsewhere
and whether or not subjected to the Lien of this Indenture by a supplement
hereto; and

(8) all proceeds of the foregoing;

BUT EXCLUDING from the Indenture Estate all Excepted Payments and
SUBJECT TO the rights of Owner Trustee hereunder, including, without
limitation, Sections 4.3 and 5.6 hereof.

TO HAVE AND TO HOLD the Indenture Estate and all parts, rights, members
and appurtenances thereof, to the use, benefit and on behalf of Indenture
Trustee and the successors and assigns of Indenture Trustee forever, and in
fee simple as to all parts thereof constituting real property.

This Indenture is intended to constitute a security agreement as
required under the Uniform Commercial Code of the State of Georgia and is
further intended to operate and be construed as a deed passing title to the
Indenture Estate to Indenture Trustee under those provisions of the Laws of
the State of Georgia relating to deeds to secure debt, and not as a mortgage
(including, without limitation, Chapter 44-14 of the Official Code of Georgia

<PAGE>

Annotated (1982)). This Indenture is given to secure the payment of the
following described indebtedness (hereinafter collectively referred to as the
"Secured Indebtedness"):

(a) The indebtedness evidenced by the Series 1997 Refunding
Lessor Note which is in the aggregate principal amount of FORTY-TWO MILLION
SEVEN HUNDRED FIFTY-SEVEN THOUSAND AND NO/100 DOLLARS ($42,757,000)
together with interest thereon at the rate therein provided and together
with any and all renewals, modifications, consolidations and extensions of
the indebtedness evidenced by the Series 1997 Refunding Lessor Note,
principal of the Series 1997 Refunding Lessor Note being due and payable in
a series of installments as provided in the Series 1997 Refunding Lessor
Note with the final payment date being June 30, 2011;

(b) Any and all additional advances made by Indenture
Trustee to protect or preserve the Indenture Estate or the security
interests, titles and other interests created hereby on the Indenture
Estate or for taxes, assessments or insurance premiums as hereinafter
provided or for performance of any of Owner Trustee's obligations hereunder
or for any other purpose provided herein, including, without limitation,
advances made pursuant to Section 4.12 hereof (whether or not Owner Trustee
remains the owner of the Indenture Estate at the time of such advances);

(c) Any and all expenses incident to the collection of the
Secured Indebtedness and the foreclosure hereof by action in any court or
by exercise of the power of sale herein contained;

(d) Any and all other indebtedness now owing or which may
hereafter be owing by Owner Trustee to Indenture Trustee, whether evidenced
by Additional Notes pursuant to Section 2.12 hereof or otherwise, however
and whenever incurred or evidenced, whether direct or indirect, absolute or
contingent, due or to become due, together with any and all renewal or
renewals and extension or extensions of said other indebtedness; and

(e) Any and all Additional Notes.

PROVIDED HOWEVER, that if the principal, interest and any other amounts
to become due in respect of all the Notes and all other amounts due the
holders of the Notes at the time and in the manner required hereby and by the
Notes, the Lease and the Participation Agreement (but not including Excepted
Payments) shall have been paid and Owner Participant, Owner Trustee and
Lessee shall have performed and complied with all the covenants, agreements,
terms and provisions to be performed or complied with by them hereunder or
thereunder, then this Indenture shall be surrendered and cancelled and upon
such surrender and cancellation the rights hereby and thereby granted and
assigned shall terminate and cease.

Indenture Trustee, for itself and its successors and assigns, hereby
agrees that it shall hold the Indenture Estate, in trust for the benefit and
security of (i) the holders from time to time of Notes from time to time
outstanding, without any priority of any one Note over any other except as
herein otherwise expressly provided and (ii) Indenture Trustee, and for the
uses and purposes and subject to the terms and provisions set forth in this
Indenture (it being understood that

<PAGE>

Indenture Trustee shall have no obligation or liability under any Assigned
Document by reason of or arising out of the assignment thereof pursuant to
this Indenture, nor be required or obligated in any manner, except as herein
expressly provided, to perform or fulfill any obligation of Owner Trustee
under or pursuant to any such Assigned Document or, except as herein
expressly provided, to make any payment, or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to present or file
any claim, or to take any action to collect or enforce the payment of any
amounts which may have been assigned to it or to which it may be entitled at
any time or times).

Accordingly, Owner Trustee, for itself and its successors and assigns,
agrees that all Notes are to be issued and delivered and that all property
subject or to become subject hereto, is to be held subject to the further
covenants, conditions, uses and trusts hereinafter set forth, and Owner
Trustee, for itself and its successors and assigns, hereby covenants and
agrees with Indenture Trustee, for the benefit and security of the holders
from time to time of the Notes from time to time outstanding and to protect
the security of this Indenture, and Indenture Trustee agrees to accept the
trusts and duties hereinafter set forth, as follows:

ARTICLE 1
DEFINITIONS

Unless the context shall otherwise require, the capitalized terms used
herein shall have the respective meanings assigned thereto in Appendix A,
Appendix B, or Appendix C hereto for all purposes hereof (such definitions to
be equally applicable to both the singular and plural forms of the terms
used). Definitions contained in Appendix C that are also contained in
Appendix A or Appendix B supersede those contained in Appendix A and Appendix
B. References in this Indenture to Articles, Sections, subsections,
Schedules, Appendices and Exhibits are to Articles, Sections, subsections,
Schedules, Appendices and Exhibits in this Indenture unless otherwise
indicated. The term "this Indenture" means this instrument together with all
exhibits, the appendices and all schedules hereto or thereto as originally
executed and as it may from time to time be supplemented, amended or restated
by one or more indentures supplemental hereto pursuant to the provisions
hereof, all of which are incorporated herein by reference. Except as
otherwise indicated, all the agreements or instruments herein defined shall
mean such agreements or instruments as the same may from time to time be
supplemented or amended or the terms thereof waived or modified to the extent
permitted by, and in accordance with, the terms thereof and of this Indenture
and the Participation Agreement.

ARTICLE 2
THE NOTES

SECTION 2.1 Limitation on Notes. No Notes may be issued under the
provisions of, or become secured by, this Indenture except in accordance with
the provisions of this Article 2. The aggregate principal amount of the Notes
which may be authenticated and delivered and outstanding at any one time
under this Indenture shall be limited to the aggregate principal amount of
the Series 1997 Refunding Lessor Note plus the aggregate principal amount of
Additional Notes issued pursuant to Section 2.12 hereof, but not to exceed a
Pro Rata Share of $1,000,000,000.

<PAGE>

SECTION 2.2 Series 1997 Refunding Lessor Note. There are hereby
created and established a Note designated the "Series 1997 Refunding Lessor
Note," which will be in substantially the form set forth in Exhibit A to this
Indenture.

SECTION 2.3 Execution and Authentication of Notes. Each Note issued
hereunder shall be executed and delivered on behalf of Owner Trustee by one
of its authorized signatories, be in fully registered form, be dated the date
of original issuance of such Note and be in denominations of not less than
$1,000. Any Note may be signed by a Person who, at the actual date of the
execution of such Note, is an authorized signatory of Owner Trustee although
at the nominal date of such Note such Person may not have been an authorized
signatory of Owner Trustee. No Note shall be secured by or be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears thereon a certificate of authentication in the form
contained in Exhibit B (or in the appropriate form provided for in any
supplement hereto executed pursuant to Section 2.12 hereof), executed by
Indenture Trustee by the manual signature of one of its authorized officers,
and such certificate upon any Note shall be conclusive evidence that such
Note has been duly authenticated and delivered hereunder.

SECTION 2.4 Issuance and Terms of Series 1997 Refunding Lessor Note.

(a) Issuance of Series 1997 Refunding Lessor Note There shall be
issued to the Funding Corporation the Series 1997 Refunding Lessor Note,
dated the 1997 Refinancing Date, and payable to such corporation or its
nominee in connection with the 1997 Refinancing of the Outstanding Note
pursuant to and in accordance with Article 7 of the Participation Agreement
and Section 2.02 of the Second Supplemental Participation Agreement. The
Series 1997 Refunding Lessor Note shall be in the principal amount equal to
the principal amount of the loan made pursuant to Section 2.01 of the Second
Supplemental Participation Agreement by the Funding Corporation, and shall
bear interest, at the rate specified therein (computed on the basis of a
360-day year of twelve 30-day months, except as to Additional Lessor Note
Interest, which shall be computed as set forth in the Series 1997 Refunding
Lessor Note).

(b) Principal and Interest The principal amount of the Series 1997
Refunding Lessor Note shall be due and payable in a series of installments
having a final payment date of June 30, 2011. The Series 1997 Refunding
Lessor Note shall bear interest on the principal from time to time
outstanding from and including the date of issuance thereof until paid in
full at the rate set forth in the Series 1997 Refunding Lessor Note.
Interest on the Series 1997 Refunding Lessor Note shall be due and payable in
arrears semi-annually commencing on June 30, 1998, and on each June 30th and
December 31st thereafter until paid in full. The principal of the Series 1997
Refunding Lessor Note shall be due and payable in installments on the
respective dates and in the respective amounts set forth in Schedule 1
attached to the Series 1997 Refunding Lessor Note on the date of issuance and
authentication thereof. Schedule 1 to the Series 1997 Refunding Lessor Note
to the contrary notwithstanding, the last installment of principal of the
Series 1997 Refunding Lessor Note shall be equal to the then unpaid balance
of the principal of the Series 1997 Refunding Lessor Note. If any day on
which principal, premium, if any, or interest on the Series 1997 Refunding
Lessor Note is payable is not a Business Day, payment thereof shall be made
on the succeeding Business Day with the same effect as if made on the date on
which such payment was due.

<PAGE>

(c) Overdue Payments. Interest (computed on the basis of a 360-day
year of twelve 30-day months) on any overdue principal and, to the extent
permitted by Applicable Law, on overdue interest shall be paid on demand at
the Stipulated Interest Rate.

SECTION 2.5 Payments from Indenture Estate Only; No Personal
Liability of Owner Trustee, Owner Participant or Indenture Trustee; Credits.
Except as otherwise specifically provided in this Indenture and in the
Participation Agreement, all payments to be made by Indenture Trustee in
respect of the Notes or under this Indenture shall be made only from the
Indenture Estate, and Indenture Trustee shall have no obligation for the
payment thereof except to the extent that there shall be sufficient income or
proceeds from the Indenture Estate to make such payments in accordance with
the terms of Article 3 hereof; and, neither Owner Trustee nor Owner
Participant shall have any obligation for payments in respect of the Notes or
under this Indenture except from the Indenture Estate. Indenture Trustee and
each Noteholder, by its acceptance thereof, agrees that it will look solely
to the income and proceeds from the Indenture Estate to the extent available
for distribution to Indenture Trustee or such Noteholder, as the case may be,
as herein provided and that, except as expressly provided in this Indenture
or the Participation Agreement, neither Owner Participant, Owner Trustee,
Bank, Georgia Bank nor Indenture Trustee shall be personally liable to such
Noteholder or Indenture Trustee for any amounts payable hereunder, under such
Note or for any performance to be rendered under any Assigned Document or for
any liability under any Assigned Document. Without prejudice to the
foregoing, Owner Trustee will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on all Notes according to their
terms and the terms of this Indenture. Nothing contained in this Section 2.5
limiting the liability of Owner Trustee shall derogate from the right of
Indenture Trustee and the Noteholders to proceed against the Indenture Estate
to secure all payments and obligations due hereunder and under the Assigned
Documents and the Notes.

In furtherance of the foregoing, to the fullest extent permitted by law,
each Noteholder (and each assignee of such Person), by its acceptance
thereof, agrees, as a condition to its being secured under this Indenture,
that neither it nor Indenture Trustee will exercise any statutory right to
negate the agreements set forth in this Section 2.5.

Nothing herein contained shall be interpreted as affecting the
representations, warranties or agreements of Owner Trustee expressly made in
its individual capacity set forth in the Participation Agreement or the Trust
Agreement.

SECTION 2.6 Method of Payment. The principal of and premium, if any,
and interest on each Note shall be paid by Indenture Trustee on the dates
provided in the Notes by mailing a check for such amount, payable in New York
Clearing House funds, to each Noteholder at the last address of each such
Noteholder appearing on the Note Register, or by whichever of the following
methods shall be specified by notice from a Noteholder to Indenture Trustee:
(a) by crediting the amount to be distributed to such Noteholder to an
account maintained by such Noteholder with Indenture Trustee, (b) by making
such payment to such Noteholder in immediately available funds at the
Indenture Trustee Office, or (c) in the case of the Series 1997 Refunding
Lessor Note and in the case of other Notes if such Noteholder is a bank or
other institutional investor, the Funding Corporation and the Collateral
Trust Trustee, by transferring such amount in immediately available funds for
the account of such Noteholder to

<PAGE>

the banking institution having bank wire transfer facilities as shall be
specified by such Noteholder, such transfer to be subject to telephonic
confirmation of payment. Any payment made under any of the foregoing methods
shall be made without any presentment or surrender of such Note, unless
otherwise specified by the terms of the Note, except that, in the case of the
final payment in respect of any Note, such Note shall be surrendered to
Indenture Trustee. All payments in respect of the Notes shall be made (i) as
soon as practicable prior to the close of business on the date the amounts to
be distributed by Indenture Trustee are actually received by Indenture
Trustee if such amounts are received by 2:00 p.m. New York City time, on a
Business Day, or (ii) on the next succeeding Business Day if received after
such time or on any day other than a Business Day (provided, however, in the
event Indenture Trustee shall be directed to make payments to a Noteholder by
wire transfer as hereinabove provided, or as provided in any Note, any amount
received by Indenture Trustee after 10:00 a.m. New York City time, may be
distributed on the next succeeding Business Day). One or more of the
foregoing methods of payment may be specified in a Note. Prior to due
presentment for registration of transfer of any Note, Owner Trustee and
Indenture Trustee may deem and treat the Person in whose name any Note is
registered on the Note Register as the absolute owner and holder of such Note
for the purpose of receiving payment of all amounts payable with respect to
such Note and for all other purposes, and neither Owner Trustee nor Indenture
Trustee shall be affected by any notice to the contrary. All payments made
on any Note in accordance with the provisions of this Section 2.6 shall be
valid and effective to satisfy and discharge the liability on such Note to
the extent of the sums so paid and neither Indenture Trustee nor Owner
Trustee shall have any liability in respect of such payment.

SECTION 2.7 Application of Payments. Each payment on any outstanding
Note shall be applied, first, to the payment of accrued interest (including
Additional Lessor Note Interest, interest on overdue principal and, to the
extent permitted by Applicable Law, overdue interest) on such Note to the
date of such payment, second, to the payment of the principal amount of, and
premium, if any, on such Note then due (including any overdue installments of
principal) thereunder and third, to the extent permitted by Section 2.10 of
this Indenture, the balance, if any, remaining thereafter, to the payment of
the principal amount of, and premium, if any, on such Note. The order of
application of payments prescribed by this Section 2.7 shall not be deemed to
supersede any provision of Article 3 hereof regarding application of funds.

SECTION 2.8 Registration, Transfer and Exchange of Notes. Indenture
Trustee shall maintain at the Indenture Trustee Office a register in which it
will provide for the registration, registration of transfer and exchange of
Notes (such register being referred to herein as the "Note Register"). If
any Note is surrendered at said office for registration of transfer or
exchange (accompanied by a written instrument of transfer duly executed by or
on behalf of the holder thereof, together with the amount of any applicable
transfer taxes), Owner Trustee will execute and Indenture Trustee will
authenticate and deliver, in the name of the designated transferee or
transferees, if any, one or more new Notes (subject to the limitations
specified in Section 2.3 hereof) in any denomination or denominations not
prohibited by this Indenture, as requested by the Person surrendering the
Note, dated the same date as the Note so surrendered and of like tenor and
aggregate unpaid principal amount. Any Note or Notes issued in a
registration of transfer or exchange shall be entitled to the same security
and benefits to which the Note or Notes so transferred or exchanged were
entitled, including, without limitation, rights as to interest accrued but
unpaid and to accrue so that there will not be any loss or gain of interest

<PAGE>

on the Note or Notes surrendered. Every Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to
Indenture Trustee duly executed by the holder thereof or his attorney duly
authorized in writing, and Indenture Trustee may require evidence
satisfactory to it as to compliance of any such transfer with the Securities
Act. Indenture Trustee shall make a notation on each new Note of the amount
of all payments of principal previously made on the old Note or Notes with
respect to which such new Note is issued and the date on which such new Note
is issued and the date to which interest on such old Note or Notes shall have
been paid. Indenture Trustee shall not berequired to register the transfer
or exchange of any Note during the 15 days preceding the due date of any
payment on such Note.

Any Noteholder pledging a Note may give notice to Indenture Trustee to
the effect that the pledgee of such Note should be reflected on the Note
Register as the Noteholder with respect to such Note. Upon receipt of notice
to such effect Indenture Trustee shall enter the name of the pledgee on the
Note Register as the Noteholder with respect to such Note, and thereafter
until directed otherwise by notice from such pledgee, Indenture Trustee shall
treat such pledgee as the Noteholder with respect to such Note for all
purposes of this Indenture.

SECTION 2.9 Mutilated, Destroyed, Lost or Stolen Notes. Upon receipt
by Owner Trustee and Indenture Trustee of evidence satisfactory to them of
the loss, theft, destruction or mutilation of any Note and, in case of loss,
theft or destruction, of indemnity satisfactory to them, and upon
reimbursement to Owner Trustee and Indenture Trustee of all reasonable
expenses incidental thereto and payment or reimbursement for any transfer
taxes, and upon surrender and cancellation of such Note, if mutilated, Owner
Trustee will execute and Indenture Trustee will authenticate and deliver in
lieu of such Note, a new Note, dated the same date as such Note and of like
tenor and principal amount.

SECTION 2.10 Redemptions; Assumption.

(a) Except as provided in paragraphs (c) and (d) of this Section 2.10
or as provided in any indenture supplemented hereto, the Notes shall be
redeemed at a price equal to the principal amount of the Notes redeemed, and
accrued interest on such principal amount so redeemed to the Redemption Date,
(i) in whole, but not in part, upon the receipt of moneys by Indenture
Trustee as a result of the occurrence of an Event of Loss (except an Event of
Loss referred to in clause (e) of the definition thereof under the
circumstances contemplated in paragraph (b) of this Section 2.10), (ii) in
whole, but not in part, upon the receipt of moneys by Indenture Trustee as a
result of the exercise by Lessee of any of its options to purchase the
Undivided Interest under Article 5 of the Lease, (iii) in whole, but not in
part, upon the receipt of moneys by Indenture Trustee as a result of the
exercise by Lessee of its right to terminate the Lease pursuant to Article 6
of the Lease, (iv) in whole or in part, upon the receipt of moneys by
Indenture Trustee as a result of an Indenture Event of Default and
acceleration of the Notes, and (v) in whole, but not in part, pursuant to
Section 4.3(e) hereof. Any such redemption shall be made in accordance with
the applicable provisions of Article 3 hereof.

(b) Unless an Indenture Default or an Indenture Event of Default shall
have occurred and be continuing, the obligations and liabilities of Owner
Trustee hereunder and under the Notes may be assumed in whole by Lessee in
the event of the occurrence of an Event of Loss referred

<PAGE>

to in clause (e) of the definition thereof pursuant to an assumption
agreement (which assumption agreement may be combined with the indenture
supplemental to this Indenture hereinafter in this subsection (b) referred
to, and may also provide for the assumption by Lessee of the obligations and
liabilities of Owner Trustee and Owner Participant under other Operative
Documents) which shall make such obligations and liabilities fully recourse
to Lessee and shall otherwise be in form and substance acceptable to
Indenture Trustee and approved by a Majority in Interest of Noteholders. If
required by a Majority in Interest of Noteholders, Lessee will execute and
deliver, and Indenture Trustee will authenticate, to each Noteholder in
exchange for such old Note a new Note, in a principal amount equal to the
outstanding principal amount of such old Note and otherwise in substantially
similar form and tenor to such old Note but indicating that Lessee is the
issuer thereof. When such assumption agreement becomes effective, Owner
Trustee shall be released and discharged without further act from all
obligations and liabilities assumed by Lessee. All documentation in
connection with any such assumption (including, without limitation, an
indenture supplemental to this Indenture which shall, among other things,
contain provisions appropriately amending references to the Lease in this
Indenture and contain covenants by Lessee similar to those contained in the
Lease, changed as appropriate, and- amendments or supplements to the other
Operative Documents, officers' certificates, opinions of counsel and
Governmental Actions) shall be acceptable in form and substance to Indenture
Trustee and shall be approved by a Majority in Interest of Noteholders.
Together with the executed counterpart of the assumption agreement, Indenture
Trustee (as a condition to the effectiveness of the assumption by Lessee and
the release of Owner Trustee and the Indenture Estate thereby effected) shall
receive an opinion of counsel, addressed to Indenture Trustee and the
Noteholders, to the effect that such assumption agreement has been duly
authorized, executed and delivered on behalf of Lessee, that no Governmental
Action is necessary or required in connection therewith (or if any such
Governmental Action is necessary or required, that the same has been duly
obtained and is in full force and effect), that such assumption agreement is
a legal, valid and binding agreement and obligation of Lessee, enforceable in
accordance with its terms (except as limited by bankruptcy, insolvency or
similar laws of general application affecting the enforcement of creditors'
rights generally) and that, based on the facts existing as of the date of
such assumption agreement, such assumption agreement and the assumption of
the Notes thereunder would not be subject to avoidance as a preferential
transfer or as a transfer or obligation in fraud of creditors of Lessee under
applicable state laws or under applicable United States bankruptcy statutes
(including, without limitation, 11 U.S.C. Sections 544, 547 or 548).

(c) Owner Trustee may, at its option, redeem any Additional Note in
whole, or in part, on any date, to the extent permitted by, and at the prices
set forth in, the supplemental indenture establishing the terms, conditions
and designations of such Additional Notes, together with the accrued interest
on such principal amount so redeemed to the Redemption Date.

(d) The Series 1997 Refunding Lessor Note shall be redeemed, in whole
or in part, as provided below at the redemption price set forth below,
together with interest accrued on such principal amount so redeemed to the
Redemption Date, as follows:

(i) The Series 1997 Refunding Lessor Note shall be redeemed, in whole, but
not in part, at the Premium Redemption Price (as defined therein) upon
the receipt of moneys by Indenture Trustee as a result of the exercise
by Lessee of its option to

<PAGE>

purchase the Undivided Interest under subparagraph (b) of Section
5.1 of the Lease;

(ii) The Series 1997 Refunding Lessor Note shall be redeemed, in whole,
but not in part, at the Premium Redemption Price upon the receipt
of moneys by Indenture Trustee as a result of the occurrence of an
Event of Loss referred to in clause (d) of the definition thereof;

(iii) The Series 1997 Refunding Lessor Note shall be redeemed, in whole,
but not in part, on the Obsolescence Redemption Date, as a result
of the exercise by Lessee of its right to terminate the Lease
pursuant to Article 6 of the Lease at a price determined as
follows:

(B) at the Premium Redemption Price, if Lessee is not exercising
such right under each of the Other Leases or does not provide
such an Officers' Certificate; or

(iv) The Series 1997 Refunding Lessor Note shall be redeemed, in whole
but not in part, at a price equal to one hundred percent (100%) of
the unpaid principal amount thereof, together with accrued
interest, upon the receipt of moneys by, or a surrender of the
Series 1997 Refunding Lessor Note to, the Indenture Trustee in
connection with a defeasance of the Facility Bonds pursuant to
Article Twelve of the Collateral Trust Indenture.

(e) Notice of redemption having been given as provided in paragraph (f)
of this Section 2.10, the Notes or portions thereof so to be redeemed shall,
on the Redemption Date, become due and payable at the applicable redemption
price specified in this Section 2.10, or with respect to a redemption
pursuant to paragraph (c) of this Section 2.10, in the supplemental indenture
establishing the terms, conditions and designations of Additional Notes
pursuant to the applicable provisions of this Indenture, and from and after
such date (unless Owner Trustee shall default in the payment of the
redemption price) such Notes or portions thereof shall cease to bear
interest. Upon surrender of such Notes for redemption in accordance with
such notice, such Notes or portions thereof shall be paid by Owner Trustee at
the applicable redemption price.

(f) Notice of any assumption or redemption of Notes pursuant to
paragraph (a)(i), (a)(ii), (a)(iii), (b), (c) or (d) of this Section 2.10
shall be given by Indenture Trustee as promptly as practicable after
Indenture Trustee is notified thereof to the registered holders of the Notes
to be assumed or redeemed.

SECTION 2.11 Payment of Expenses on Transfer. Upon the issuance of a
new Note or Notes pursuant to Section 2.8 or 2.9 hereof, Owner Trustee or
Indenture Trustee may require from the party requesting such new Note or
Notes payment of a sum to reimburse Owner

<PAGE>

Trustee and Indenture Trustee for, or to provide funds for, the payment of
any tax or other governmental charge in connection therewith or any charges
and expenses connected with such tax or governmental charge paid or payable
by Owner Trustee or Indenture Trustee.

SECTION 2.12 Additional Notes. Additional Notes (each an "Additional
Note") of Owner Trustee may be issued under and secured by this Indenture, at
any time or from time to time, in addition to the Series 1997 Refunding
Lessor Note and subject to the conditions hereinafter provided in this
Section 2.12, for cash, in the amount of the original principal amount of
such Additional Notes, for the purpose of (i) redeeming any previously issued
Notes pursuant to a Refinancing and providing funds for the payment of all
reasonable costs and expenses connected therewith; (ii) providing funds in
connection with a releveraging pursuant to Section 8.1(c) of the
Participation Agreement; or (iii) pursuant to Section 10.2 of the Lease,
providing funds for the payment of all or any portion of the Supplemental
Financing Amount relating to Capital Improvements made or installed from time
to time pursuant to the Lease; subject, however, to the following conditions:

(a) in the case of any Additional Notes issued for the purposes set
forth in clause (ii), no such Additional Notes shall be issued if, after
taking into account the aggregate principal amount of the Additional Notes
proposed for issuance under this Section 2.12, the aggregate original
principal amount of all Notes outstanding shall be greater than eighty
percent (80%) of the Facility Cost;

(b) in the case of any Additional Notes issued for the purposes set
forth in clause (iii), no such Additional Notes shall be issued if, after
taking into account the aggregate principal amount of the Additional Notes
proposed for issuance under this Section 2.12, the aggregate original
principal amount of all Additional Notes issued pursuant to clause (iii) from
and after the Closing Date shall be greater than eighty percent (80%) of
Lessor's Share of the cumulative Cost of all Capital Improvements which shall
have been incorporated or installed from and after the Closing Date to and
including the date on which the Capital Improvement with respect to which the
Additional Notes shall provide the Supplemental Financing Amount shall have
been incorporated or installed;

(c) in the case of Additional Notes issued for the purpose set forth in
clause (iii), no such Additional Notes shall be issued unless a Lease
supplement with respect to such Capital Improvement and such Supplemental
Financing shall have been, or shall be concurrently, executed and delivered
by Lessee and Owner Trustee; and

(d) in the case of Additional Notes issued for the purposes set forth
in either clause (ii) or (iii), no such Additional Notes shall be issued
unless at least 10 days shall have passed from the time Indenture Trustee
shall have given notice to Noteholders of the proposed issuance of Additional
Notes without Indenture Trustee having received notice from a Majority in
Interest of Noteholders stating that the requirements of clause (a) or (b)
above, whichever is applicable, have not been met and directing Indenture
Trustee not to issue such Additional Notes.

Before any Additional Note shall be issued under the provisions of this
Section 2.12, Owner Trustee shall have delivered to Indenture Trustee, not
less than fifteen (15) days nor more than thirty (30) days prior to the
proposed date of issuance of such Additional Note as set forth in

<PAGE>

the below mentioned request and authorization, a request and authorization to
issue such Additional Note, which request and authorization shall include the
amount of such Additional Note, the date of issuance thereof and a
certification that terms thereof are not inconsistent with this Section 2.12.
Additional Notes shall have a designation so as to distinguish such
Additional Notes from the Notes theretofore issued, but otherwise shall rank
pari passu with all Notes then outstanding, be entitled to the same benefits
and security of this Indenture as the other Notes issued pursuant to the
terms hereof, be dated the date of original issuance of such Additional Note,
bear interest at such rates as shall be agreed between Lessee and Owner
Trustee and indicated in the aforementioned request and authorization, and
shall be stated to be payable by their terms not later than the last day of
the Basic Term. In addition, (1) in the case of any Additional Notes issued
for the purposes set forth in clause (ii) of this Section 2.12, the Indenture
Trustee shall have received a certificate of Coopers & Lybrand LLP (or such
other firm of accountants which is independent of the Lessee as shall be
approved by Indenture Trustee) verifying the condition set forth in paragraph
(a) of this Section 2.12, and (2) in the case of any Additional Notes issued
for the purposes set forth in clause (iii) of this Section 2.12, Indenture
Trustee shall have received (A) a certificate of Coopers & Lybrand LLP (or
such other firm of accountants which is independent of the Lessee as shall be
approved by Indenture Trustee) verifying the condition set forth in paragraph
(b) of this Section 2.12 and (B) a certificate of an engineer, appraiser or
other expert (who may bean officer or employee of the Lessee except as would
be required by Section 314(d)(3) of the Trust Indenture Act of 1939, as
amended) to the effect that the fair value of all Capital Improvements as of
their respective dates of incorporation or installation was not less than the
Cost of such Capital Improvements as of such dates.

The terms, conditions and designations of such Additional Notes (which
shall be consistent with this Indenture) shall be set forth in an indenture
supplemental to this Indenture executed by Owner Trustee and Indenture
Trustee. Such Additional Notes shall be executed as provided in Section 2.3
hereof and deposited with Indenture Trustee for authentication, but before
such Additional Notes shall be authenticated and delivered by Indenture
Trustee there shall be filed with Indenture Trustee, in addition to other
documents and certificates required by this Section 2.12, the following, all
of which shall be dated as of the date of the supplemental indenture:

(a) a copy of such supplemental indenture (which shall include the form
of such series of Additional Notes and the certificate of authentication in
respect thereof);

(b) an Officers' Certificate of Lessee (i) stating that to the best of
their knowledge, no Lease Default or Lease Event of Default has occurred and
is continuing, (ii) stating that the conditions in respect of the issuance of
such Additional Notes contained in this Section 2.12 have been satisfied,
(iii) specifying the amount of the costs and expenses relating to the
issuance and sale of such Additional Notes, and (iv) stating that payments
pursuant to the Lease and all supplements thereto of Basic Rent, Stipulated
Loss Value and Termination Value, together with all other amounts payable
pursuant to the terms of the Lease, are calculated to be sufficient to pay
when due all of the principal of and, premium, if any, and interest on the
outstanding Notes, after taking into account the issuance of such Additional
Notes and any related redemption of Notes theretofore outstanding;

<PAGE>

(c) an Officers' Certificate from Owner Trustee stating that, to the
best of their knowledge no Indenture Default under clauses (b) through (e) of
Section 4.1 hereof or Indenture Event of Default has occurred and is
continuing;

(e) an original of the Lease supplement;

(f) a request and authorization to Indenture Trustee by Owner Trustee
to authenticate and deliver such Additional Notes to or upon the order of the
Person or Persons noted in such request at the address set forth therein, and
in such principal amounts as are stated therein, upon payment to Indenture
Trustee, but for the account of Owner Trustee, of the sum or sums specified
in such request and authorization;

(g) the consent of Lessee to such request and authorization; and

(h) an opinion of counsel who shall be reasonably satisfactory to
Indenture Trustee, stating that all conditions precedent to the issuance of
such Additional Notes under this Indenture have been complied with.

When the documents referred to in the foregoing clauses (a) through (h)
above, together with other documents and certificates required by this
Section 2.12, shall have been filed with Indenture Trustee and when the
Additional Notes described in the above mentioned request and authorization
shall have been executed and authenticated as required by this Indenture and
the related supplemental indenture, Indenture Trustee shall deliver such
Additional Notes in the manner described in clause (f) above, but only upon
payment to Indenture Trustee of the sum or sums specified in such request and
authorization.

SECTION 2.13 Restrictions of Transfer Resulting from Federal
Securities Laws; Legend. Each Note shall be delivered to the initial
Noteholder thereof without registration of such Note under the Securities Act
and without qualification of this Indenture under the Trust Indenture Act of
1939, as amended. Prior to any transfer of any such Note, in whole or in
part, to any Person, the Noteholder thereof shall furnish to Lessee,
Indenture Trustee and Owner Trustee an opinion of counsel, which opinion and
which counsel shall be reasonably satisfactory to Indenture Trustee, Owner
Trustee and Lessee, to the effect that such transfer will not violate the
registration provisions of the Securities Act or require qualification of
this Indenture under the Trust Indenture Act of 1939, as amended, and all
Notes issued hereunder shall be endorsed with a legend which shall read
substantially as follows:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH
ACT.

SECTION 2.14 Security for and Parity of Notes. All Notes issued and
outstanding hereunder shall rank on a parity with each other and shall as to
each other be secured equally and

<PAGE>

ratably by this Indenture, without preference, priority or distinction of any
thereof over any other by reason of difference in time of issuance or
otherwise.

SECTION 2.15 Acceptance of Indenture Trustee as Successor Indenture
Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to
have consented to the appointment of the Indenture Trustee, as successor
indenture trustee to the Original Indenture Trustee, and to have waived any
right to object to such appointment.

ARTICLE 3
RECEIPT, DISTRIBUTION AND APPLICATION
OF INCOME FROM INDENTURE ESTATE

SECTION 3.1 Rent Distribution.

(a) Basic Rent Distribution. Except as otherwise provided in Section
3.2 or 3.3 of this Indenture, each installment of Basic Rent, and any payment
of interest on overdue installments of Basic Rent, received by Indenture
Trustee shall be distributed by Indenture Trustee in the following order of
priority:

First, so much of such amounts as shall be required to pay in full
the aggregate principal and accrued interest (as well as any interest on
overdue principal and, to the extent permitted by Applicable Law, on
overdue interest) then due and payable under the Notes shall be
distributed to the Noteholders ratably, without priority of any
Noteholder over any other Noteholder, in the proportion that the amount
of such payment then due and payable under each such Note bears to the
aggregate amount of the payments then due and payable under all such
Notes; and

Second, the balance, if any, of such amounts remaining shall be
distributed to Owner Trustee for distribution by it in accordance with
the terms of the Trust Agreement.

(b) Application of Other Amounts Held by Indenture Trustee upon Rent
Default If, as a result of any failure by Lessee to pay Basic Rent in full
on any date when an installment of Basic Rent is due, there shall not have
been distributed on any date (or within any applicable period of grace)
pursuant to Section 3.1(a) hereof the full amount then distributable pursuant
to clause "First" of Section 3.1(a) of this Indenture, Indenture Trustee
shall distribute other payments of the character referred to in Sections 3.5
and 3.6 hereof then held by it or thereafter received by it, to all
Noteholders to the extent necessary to enable it to make all the
distributions then due pursuant to such clause "First." To the extent Lessee
subsequently pays the deficiency in Basic Rent, the amount so paid shall,
unless an Indenture Default or Indenture Event of Default shall have occurred
and be continuing, be applied to restore the amounts held by Indenture
Trustee under Section 3.5 or 3.6 hereof, as the case may be. The portion of
each such payment made to Indenture Trustee which is to be distributed by
Indenture Trustee in payment of Notes shall be applied in accordance with
Section 2.7 hereof. Any payment received by Indenture Trustee pursuant to
Section 4.3 hereof as a result of payment by Owner Trustee of principal, or
interest or both (as well as any interest on overdue principal and, to the
extent permitted by Applicable Law, interest) then due on all Notes shall be
distributed to the Noteholders, ratably, without priority of one over the
other, in the proportion that the amount of such payment or payments

<PAGE>

then due and unpaid on all Notes held by each such Noteholder bears to the
aggregate amount of the payments then due and unpaid on all Notes
outstanding; and Owner Trustee shall (to the extent of such payment made by
it) be subrogated to the rights of the Noteholders under this Section 3.1 to
receive the payment of Basic Rent or Supplemental Rent with respect to which
its payment under Sections 4.3(a) and (b) hereof relates, and the payment of
interest on account of such Basic Rent or Supplemental Rent being overdue, to
the extent provided in and subject to the provisions of Section 4.3(a) and
(b) hereof.

(c) Retention of Amounts by Indenture Trustee If at the time of
receipt by Indenture Trustee of an installment of Basic Rent (whether or not
then overdue) or of payment of interest on any overdue installment of Basic
Rent, there shall have occurred and be continuing an Indenture Event of
Default, Indenture Trustee shall retain such installment of Basic Rent or
payment of interest (to the extent not then required to be distributed
pursuant to clause "First" of Section 3.1(a)) as part of the Indenture Estate
and shall not distribute any such payment of Basic Rent or interest pursuant
to clause "Second" of Section 3.1(a) until such time as there shall not be
continuing any such Indenture Event of Default or until such time as
Indenture Trustee shall have received written instructions from a Majority in
Interest of Noteholders to make such a distribution; provided that such
amounts must be returned to Owner Trustee within six (6) months from the
receipt thereof by Indenture Trustee unless (i) such Indenture Event of
Default is declared and Indenture Trustee is diligently pursuing any remedies
available under Section 4.2 hereof or (ii) any other Indenture Event of
Default shall have occurred and be continuing.

SECTION 3.2 Payments Following Event of Loss, Purchase or Early
Termination.

(a) Any payment received by Indenture Trustee as a result of an Event
of Loss (other than an Event of Loss referred to in clause (e) of the
definition thereof in respect of which Lessee shall, pursuant to Section
2.10(b) hereof, assume the obligations and liabilities of Owner Trustee
hereunder, in which event only clauses "First" and "Fifth" below shall be
applicable), a sale of the Undivided Interest pursuant to Article 5 of the
Lease or an early termination of the Lease pursuant to Article 6 thereof
shall be distributed (i) on the date payment with respect to Non-Obsolescence
Events is received by Indenture Trustee, subject to the provisions of Section
3.10 hereof, and (ii) on the Obsolescence Redemption Date with respect to
Obsolescence Events, in each case, in the following order of priority:

First, so much of such payments and amounts as shall be required to
reimburse Indenture Trustee for any unpaid fees for its services under this
Indenture and any expense (including any legal fees and disbursements) or
loss incurred by it (to the extent incurred in connection with its duties as
Indenture Trustee and to the extent reimbursable and not previously
reimbursed) shall be distributed to Indenture Trustee for application to
itself;

Second, so much of such payment remaining as shall be required to pay
the aggregate unpaid principal amount of all Notes then outstanding, plus the
premium, if any, and all accrued but unpaid interest on such Notes, (y) to
the date of such distribution, in the case of a Non-Obsolescence Event, or
(z) to the Obsolescence Redemption Date in the case of an Obsolescence Event,
shall be distributed to the holders of such Notes or shall be held by
Indenture Trustee in trust for such holders for distribution on the scheduled
prepayment date, in each case ratably

<PAGE>

without priority of any Noteholder over any other, in the proportion that the
aggregate unpaid principal amount of all such Notes held by each such holder,
plus the premium, if any, and accrued but unpaid interest thereon to the
scheduled date of distribution to the Noteholders bears to the aggregate
unpaid principal amount of all such Notes held by all such holders, together
with premium, if any, plus accrued but unpaid interest thereon to the date of
scheduled distribution to the Noteholders;

Third, in the manner provided in clause "Third" of Section 3.3 hereof;
and

Fourth, the balance, if any, of such payment remaining shall be
distributed to Owner Trustee.

(b) Cash and U.S. Government Obligations received and amounts realized
by Indenture Trustee as a result of the exercise by the Lessee of its right
to terminate the Lease as a result of an Obsolescence Event shall be set
aside in trust by Indenture Trustee for the benefit of Noteholders forthwith
(that is, no later than the first Business Day following receipt thereof) for
later distribution in the order of priority set forth in paragraph (a) of
this Section 3.2. The Indenture Trustee is expressly authorized to hold any
such U.S. Government Obligations so received and to present them for payment
or collection at their respective maturities on or before the first Business
Day before the Obsolescence Redemption Date.

SECTION 3.3 Payments After Indenture Event of Default. All payments
received and all amounts held or realized by Indenture Trustee after an
Indenture Event of Default shall have occurred and be continuing (including
any amounts realized by Indenture Trustee from the exercise of any remedies
pursuant to Article 15 of the Lease or from the application of Section 4.2
hereof) and after either (a) Indenture Trustee has declared the Lease to be
in default pursuant to Article 15 thereof or (b) the Notes shall have been
declared or shall automatically have become due and payable, together with
all payments or amounts then held or thereafter received by Indenture Trustee
hereunder, shall, so long as such declaration shall not have been rescinded,
be distributed forthwith by Indenture Trustee in the following order of
priority:

First, so much of such payments and amounts as shall be required to
reimburse Indenture Trustee for any unpaid fees for its services under this
Indenture and any expense (including any legal fees and disbursements) or
loss incurred by it (to the extent incurred in connection with its duties as
Indenture Trustee and to the extent reimbursable and not previously
reimbursed) shall be distributed to Indenture Trustee for application to
itself;

Second, so much of such payments and amounts as shall be required to pay
in full the aggregate unpaid principal amount of all Notes then outstanding
together with premium, if any, plus all accrued but unpaid interest thereon
to the date of distribution (including interest on overdue principal and, to
the extent permitted by Applicable Law, overdue interest) shall be
distributed to the holders of all outstanding Notes ratably, without priority
of any Noteholder over any other, in the proportion that the sum of the
aggregate unpaid principal amount of the Notes held by each such holder,
together with premium, if any, plus accrued but unpaid interest thereon to
the date of distribution, bears to the sum of the aggregate unpaid principal
amount of all outstanding Notes together with premium, if any, held by all
such holders to the date of distribution, plus accrued but unpaid interest
thereon;

<PAGE>

Third, so much of such payments and amounts as shall be required to pay
the then existing or prior Noteholders all amounts then payable and unpaid to
them as holders of the Notes as Indemnitees or otherwise under
indemnification or other provisions of the Participation Agreement which this
Indenture by its terms secures shall be distributed to such existing or prior
holders of Notes, ratably to each such holder, without priority of any such
holder over any other, in the proportion that the amount of such payments or
amounts to which each such holder is so entitled bears to the aggregate
amount of such payments and amounts to which all such holders are so
entitled; and

Fourth, the balance, if any, of such payments and amounts remaining
shall be distributed to Owner Trustee for distribution by it in accordance
with the terms of the Trust Agreement.

SECTION 3.4 Investment of Certain Payments Held by Indenture Trustee.
Upon the written direction and at the risk and expense of Owner Trustee,
Indenture Trustee shall invest and reinvest any moneys held by Indenture
Trustee pursuant to Section 3.1(c), 3.2(b), 3.5 or 3.6 hereof in such
Permitted Investments as may be specified in such direction. The proceeds
received upon the sale or at maturity of any Permitted Investment and any
interest received on such Permitted Investment and any payment in respect of
a deficiency contemplated by the following sentence shall be held as part of
the Indenture Estate and applied by Indenture Trustee in the same manner as
the moneys used to make such Permitted Investment, and any Permitted
Investment may be sold (without regard to maturity date) by Indenture Trustee
whenever necessary to make any payment or distribution required by this
Article 3. If the proceeds received upon the sale or at maturity of any
Permitted Investment (including interest received on such Permitted
Investment) shall be less than the cost thereof (including accrued interest),
Owner Trustee will pay or cause to be paid to Indenture Trustee an amount
equal to such deficiency.

SECTION 3.5 Application of Certain Other Payments. Except as
otherwise provided in Section 3.1(b) or 3.1(c) hereof, any payment received
by Indenture Trustee for which provision as to the application thereof is
made in an Operative Document, but not elsewhere in this Indenture, shall,
unless an Indenture Event of Default shall have occurred and be continuing,
be applied forthwith to the purpose for which such payment was made in
accordance with the terms of such Operative Document. If at the time of the
receipt by Indenture Trustee of any payment referred to in the preceding
sentence there shall have occurred and be continuing an Indenture Event of
Default, Indenture Trustee shall hold such payment as part of the Indenture
Estate, but Indenture Trustee shall, except as otherwise provided in Section
3.1(b) or 3.1(c) hereof, cease so to hold such payment and shall apply such
payment to the purpose for which it was made in accordance with the terms of
such Operative Document if and whenever there is no longer continuing any
Indenture Event of Default; provided, however, that any such payment received
by Indenture Trustee which is payable to Lessee shall not be so held by
Indenture Trustee unless a Lease Event of Default shall have occurred and be
continuing.

SECTION 3.6 Other Payments. Except as otherwise provided in Section
3.5 hereof:

(a) any payment received by Indenture Trustee for which no provision as
to the application thereof is made in the Participation Agreement, the Lease
or elsewhere in this Article 3; and

<PAGE>

(b) all payments received and amounts realized by Indenture Trustee
with respect to the Indenture Estate (including, without limitation, all
amounts realized after the termination of the Lease), to the extent received
or realized at any time after payment in full of the principal of and,
premium, if any, and interest on all Notes then outstanding and all other
amounts due Indenture Trustee or the Noteholders, as well as any other
amounts remaining as part of the Indenture Estate after such payment in full
of the principal of, premium, if any, and interest on all Notes outstanding;
shall be distributed forthwith by Indenture Trustee in the order of priority
set forth in Section 3.3 hereof, omitting clause "Second" thereof.

SECTION 3.7 Excepted Payments. Notwithstanding any other provision
of this Indenture including this Article 3 or any provision of any of the
Operative Documents to the contrary, any Excepted Payments received or held
by Indenture Trustee at any time shall be as soon as may be practicable paid
or distributed by Indenture Trustee to the Person or Persons entitled thereto.

SECTION 3.8 Distributions to Owner Trustee. Unless otherwise
directed in writing by the Owner Trustee, all amounts (other than amounts
payable to Owner Trustee in its individual capacity) from time to time
distributable by Indenture Trustee to Owner Trustee in accordance with the
provisions hereof shall be paid by Indenture Trustee to Owner Participant in
immediately available funds in the manner specified in Schedule 1 to the
Participation Agreement. Any such distribution to Owner Trustee shall be
final thirty (30) days after the same is made, absent manifest error, and
neither Indenture Trustee nor any Noteholder shall, absent manifest error,
attempt to recover any such distribution for any reason, but nothing
contained in this sentence shall be construed to limit the right of Indenture
Trustee or any such Noteholder to make any claim it may have against Owner
Participant or Owner Trustee or Indenture Trustee or to pursue any such claim
in such court as Indenture Trustee or any such holder shall deem appropriate.
Any amounts payable to Owner Trustee in its individual capacity, if payable
to Original Trustee, shall be paid to Bank, or if payable to Georgia Trustee,
shall be paid to Georgia Bank, as appropriate.

SECTION 3.9 Payments Under Assigned Documents. Notwithstanding
anything to the contrary contained in this Indenture, until the discharge and
satisfaction of the Lien of this Indenture, all payments due or to become due
under any Assigned Document to Owner Trustee (except so much of such payments
as constitute Excepted Payments) shall be made directly to Indenture Trustee
or in accordance with Indenture Trustee's instructions and Owner Trustee
shall give all notices as shall be required under the Assigned Documents to
direct payment of all such amounts to Indenture Trustee hereunder. Owner
Trustee agrees that if it should receive any such payments directed to be
made to Indenture Trustee or any proceeds for or with respect to the
Indenture Estate or as the result of the sale or other disposition thereof or
otherwise constituting a part of the Indenture Estate to which Owner Trustee
is not entitled hereunder, it will promptly forward such payments to
Indenture Trustee or in accordance with Indenture Trustee's instructions.
Indenture Trustee agrees to apply payments from time to time received by it
(from Lessee, Owner Trustee or otherwise) with respect to the Lease, any
other Assigned Document or the Undivided Interest in the manner provided in
Section 2.7 hereof, and this Article 3.

SECTION 3.10 Disbursement of Amounts Received by Indenture Trustee.
Subject to the last sentence hereof, amounts to be distributed by Indenture
Trustee pursuant to this

<PAGE>

Article 3 shall be distributed on the date such amounts are actually received
by Indenture Trustee, except that, with respect to payments received pursuant
to an Obsolescence Event, such portion as shall be required to pay principal
of and, premium, if any, and interest in full on the Obsolescence Redemption
Date shall be distributed on the Obsolescence Redemption Date.
Notwithstanding anything to the contrary contained in this Article 3, in the
event Indenture Trustee shall be required or directed to make a payment under
this Article 3 on the same date on which such payment is received, any
amounts received by Indenture Trustee after 2:00 p.m., New York City time, or
on a day other than a Business Day, may be distributed on the next succeeding
Business Day, and if such payment is to be by wire transfer, any amounts
received by Indenture Trustee after 10:00 a.m., New York City time, may be
distributed on the next succeeding Business Day.

ARTICLE 4
DEFAULTS; REMEDIES OF INDENTURE TRUSTEE

SECTION 4.1 Occurrence of Indenture Event of Default. Subject to
Section 4.3 hereof, the term "Indenture Event of Default," wherever used
herein, shall mean any of the following events (whatever the reason for such
Indenture Event of Default and whether it shall be voluntary or involuntary
or come about or be effected by operation of law or pursuant to or in
compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

(a) any Lease Event of Default (other than the failure of the Lessee to
pay any amount which shall constitute an Excepted Payment); or

(b) Owner Trustee shall fail to make any payment in respect of the
principal of, or premium, if any, or interest on, the Notes within three (3)
Business Days after the same shall have become due; or

(c) Owner Trustee, Georgia Bank or Bank shall fail to perform or
observe any covenant or agreement to be performed or observed by it under
this Indenture or, in the case of Bank and Original Trustee, Section 5.2(i)
or (j) of the Participation Agreement, or, in the case of Georgia Bank and
Georgia Trustee, Section 6.5 of Trust Supplement No. 2; or Owner Participant
shall fail to perform or observe any covenant or agreement to be performed or
observed by it under Section 5.1(i) or (m) of the Participation Agreement
and, in any such case, such failure shall continue unremedied for a period of
thirty (30) days after notice thereof shall have been given by registered or
certified mail to Owner Trustee, Owner Participant and Lessee by Indenture
Trustee, specifying such failure and requiring it to be remedied and stating
that such notice is a "Notice of Indenture Default" hereunder; or

(d) the trust established under the Trust Agreement shall file any
petition for dissolution or liquidation of the trust or shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or the trust shall have consented to the
entry of an order for relief in an involuntary case under any such law, or
shall fail generally to pay its debts as such debts become due (within the
meaning of the Bankruptcy Reform Act of 1978, as amended or any successor
provision (the "Bankruptcy Act"), or a receiver, custodian or trustee (or
other similar official) shall be appointed for the trust or shall take
possession of any

<PAGE>

substantial part of its property, or the trust shall make a general
assignment for the benefit of its creditors, or shall enter into an agreement
of composition with its creditors, or there shall be filed against the trust
an involuntary petition in bankruptcy which results in an order for relief
being entered or, notwithstanding that an order for relief has not been
entered, the petition is not dismissed within sixty (60) days of the date of
the filing of the petition, or there shall be filed under any Federal or
state law relating to bankruptcy, insolvency or relief of debtors of any
petition against the trust for reorganization, composition, extension or
arrangement with creditors which either (i) results in a finding or
adjudication of insolvency of the trust or (ii) is not dismissed within sixty
(60) days of the date of the filing of such petition; or

(e) Owner Participant shall file any petition for dissolution or
liquidation of the Owner Participant or shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or Owner Participant shall have consented to the entry of an order
for relief in an involuntary case under any such law, or shall fail generally
to pay its debts as such debts become due (within the meaning of the
Bankruptcy Act), or a receiver, custodian or trustee (or other similar
official) shall be appointed for Owner Participant or shall take possession
of any substantial part of its property, or Owner Participant shall make a
general assignment for the benefit of its creditors, or shall enter into an
agreement of composition with its creditors, or there shall be filed against
Owner Participant an involuntary petition in bankruptcy which results in an
order for relief being entered or, notwithstanding that an order for relief
has not been entered, the petition is not dismissed within sixty (60) days of
the date of the filing of the petition, or there shall be filed under any
Federal or state law relating to bankruptcy, insolvency or relief of debtors
of any petition against the Owner Participant for reorganization,
composition, extension or arrangement with creditors which either (i) results
in a finding or adjudication of insolvency of the Owner Participant or (ii)
is not dismissed within sixty (60) days of the date of the filing of such
petition and any such event adversely affects the Noteholders unless within
ninety (90) days after the filing of any such petition all of the right,
title and interest of the Owner Participant in and to the Participation
Agreement, any of the Operative Documents and the Trust Estate shall have
been transferred to a Transferee under and pursuant to Article 10 of the
Participation Agreement; or

(f) Owner Trustee shall fail to pay when due from the income and
proceeds of the Trust Estate (including amounts realized under Section 6.2 of
the Participation Agreement) any Tax imposed on Lessor (in its capacity as
Lessor) or the Trust Estate (unless such Tax is being contested in good
faith) and such failure shall continue unremedied for a period of twenty (20)
Business Days after notice thereof shall have been given by registered or
certified mail to Owner Trustee, specifying such failure and requiring it to
be remedied and stating that such notice is a "Notice of Indenture Default."

SECTION 4.2 Remedies of Indenture Trustee.

(a) In the event that an Indenture Event of Default shall have occurred
and be continuing, Indenture Trustee in its discretion may, or upon receipt
of written instructions from a Majority in Interest of Noteholders shall, by
written notice to Owner Trustee, declare the unpaid principal amount of all
Notes, with accrued interest and premium, if any, thereon, to be immediately
due and payable, upon which declaration such principal amount and such
accrued

<PAGE>

interest and premium, if any, shall immediately become due and payable
without further act or notice of any kind.

(b) If an Indenture Event of Default shall have occurred and be
continuing, then and in every such case, Indenture Trustee, as assignee under
the Lease or hereunder or otherwise, may, and where required pursuant to the
provisions of Article 5 hereof shall, upon written notice to Owner Trustee,
exercise any of or all the rights and powers and pursue any of or all the
remedies pursuant to this Article 4 and, in the event such Indenture Event of
Default shall be a Lease Event of Default, any and all of the remedies
provided pursuant to this Article 4 and Article 15 of the Lease and may take
possession of all or any part of the Indenture Estate and may exclude
therefrom Owner Participant, Owner Trustee and, in the event such Indenture
Event of Default shall be a Lease Event of Default, Lessee and all persons
claiming under them, and may exercise all remedies available to a secured
party under the Uniform Commercial Code or any other provision of Applicable
Law. Indenture Trustee may proceed to enforce the rights of Indenture
Trustee and of the Noteholders by directing payment to it of all moneys
payable under any agreement or undertaking constituting a part of the
Indenture Estate, by proceedings in any court of competent jurisdiction to
recover damages for the breach hereof or for the appointment of a receiver or
for sale of all or any part of the Undivided Interest or for foreclosure of
the Undivided Interest, together with Owner Trustee's interest in the
Assigned Documents, and by any other action, suit, remedy or proceeding
authorized or permitted by this Indenture, at law or in equity, or whether
for the specific performance of any agreement contained herein, or for an
injunction against the violation of any of the terms hereof, or in aid of the
exercise of any power granted hereby or by law, and in addition may foreclose
upon, sell, assign, transfer and deliver, from time to time to the extent
permitted by Applicable Law, all or any part of the Indenture Estate or any
interest therein, at any private sale or publi auction with or without
demand, advertisement or notice (except as herein required or as may be
required by law) of the date, time and place of sale and any adjournment
thereof, for cash or credit or other property, for immediate or future
delivery and for such price or prices and on such terms as Indenture Trustee,
in its unfettered discretion, may determine, or as may be required by law, so
long as Owner Participant and Owner Trustee are afforded a commercially
reasonable opportunity to bid for all or such part of the Indenture Estate in
connection therewith unless Section 4.6 shall otherwise be applicable. It is
agreed that thirty (30) days' prior written notice to Owner Participant,
Owner Trustee and Lessee of the date, time and place of any proposed sale by
Indenture Trustee of all or any part of the Indenture Estate or interest
therein is reasonable. Indenture Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have
the claims of Indenture Trustee and of the Noteholders asserted or upheld in
any bankruptcy, receivership or other judicial proceedings.

(c) All rights of action and rights to assert claims under this
Indenture or under any of the Notes may be enforced by Indenture Trustee
without the possession of the Notes at any trial or other proceedings
instituted by Indenture Trustee, and any such trial or other proceedings
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment shall be for the ratable benefit of the Noteholders as
herein provided. In any proceedings brought by Indenture Trustee (and also
any proceedings involving the interpretation of any provision of this
Indenture to which Indenture Trustee shall be a party) Indenture Trustee
shall be held to represent all the Noteholders, and it shall not be necessary
to make any such Persons parties to such proceedings.

<PAGE>

(d) Any provisions of the Lease or this Indenture to the contrary
notwithstanding, if Lessee shall fail to pay any Excepted Payment to any
Person entitled thereto as and when due, such Person shall have the right at
all times, to the exclusion of Indenture Trustee, to demand, collect, sue
for, enforce performance of obligations relating to, or otherwise obtain all
amounts due in respect of such Excepted Payment.

SECTION 4.3 Right to Cure Certain Lease Events of Default. (a) If
Lessee shall fail to make any payment of Basic Rent due on any Rent Payment
Date when the same shall have become due, and if such failure of the Lessee
to make such payment of Basic Rent shall not constitute the third consecutive
such failure or the sixth cumulative failure, then Owner Trustee may (but
need not) pay to Indenture Trustee, at any time prior to the expiration of
ten (10) Business Days after Owner Trustee and Owner Participant shall have
received notice from Indenture Trustee or have actual knowledge of the
failure of Lessee to make such payment of Basic Rent, an amount equal to the
principal of, premium, if any, and interest on the Notes, then due (otherwise
than by declaration of acceleration) on such Rent Payment Date, together with
any interest due thereon on account of the delayed payment thereof, and such
payment by Owner Trustee shall be deemed (for purposes of this Indenture) to
have cured any Indenture Event of Default which arose or would have arisen
from such failure of Lessee.

(b) If Lessee shall fail to make any payment of Supplemental Rent when
the same shall become due or otherwise fail to perform any obligation under
the Lease or any other Operative Document, then Owner Trustee may (but need
not) make such payment (to the extent of the amount of principal of, and
premium, if any, and interest on, the Notes then due (otherwise than by
declaration of acceleration)) on the date such Supplemental Rent was payable,
together with any interest due thereon on account of the delayed payment
thereof, or perform such obligation at any time prior to the expiration of
ten (10) Business Days after Owner Trustee or Owner Participant shall have
received notice of the occurrence of such failure, and such payment or
performance by Owner Trustee shall be deemed to have cured any Indenture
Event of Default which arose or would have arisen from such failure of Lessee.

(c) Owner Trustee, upon exercising its rights under paragraph (a) or (b)
of this Section 4.3 to cure Lessee's failure to pay Rent or to perform any
other obligation under the Lease or any other Operative Document, shall not
obtain any Lien on any part of the Indenture Estate on account of such
payment or performance nor, except as expressly provided in the next
sentence, pursue any claims against Lessee or any other party, for the
repayment thereof if such claims would impair the prior right and security
interest of Indenture Trustee in and to the Indenture Estate. Upon such
payment or performance by Owner Trustee, Owner Trustee shall (to the extent
of such payment made by it and the costs and expenses incurred in connection
with such payments and performance thereof together with interest thereon and
so long as no Indenture Default or Indenture Event of Default hereunder shall
have occurred and be continuing) be subrogated to the rights of Indenture
Trustee and the Noteholders to receive the payment of Rent with respect to
which Owner Trustee made such payment and interest on account of such Rent
payment being overdue in the manner set forth in the next two sentences. If
Indenture Trustee shall thereafter receive such payment of Rent or such
interest, Indenture Trustee shall, notwithstanding the requirements of
Section 3.1 hereof, on the date such payment is received by Indenture
Trustee, remit such payment of Rent (to the extent of the payment made by
Owner Trustee pursuant to this Section 4.3) and such interest to Owner
Trustee in reimbursement for the

<PAGE>

funds so advanced by it, provided that if (A) any Indenture Default or
Indenture Event of Default hereunder shall have occurred and be continuing or
(B) any payment of principal, interest, or premium, if any, on any Note then
shall be overdue, such payment shall not be remitted to Owner Trustee but
shall be held by Indenture Trustee as security for the obligations secured
hereby and distributed in accordance with Section 3.1 hereof. Owner Trustee
shall not attempt to recover any amount paid by it on behalf of Lessee
pursuant to this Section 4.3 except by demanding of Lessee payment of such
amount or by commencing an action against Lessee for the payment of such
amount, and except where an Indenture Event of Default (other than a Lease
Event of Default) has occurred and is continuing, Owner Trustee shall be
entitled to receive the amount of such payment and the costs and expenses
incurred in connection with such payments and performance thereof together
with interest thereon from Lessee (but neither Owner Trustee nor Owner
Participant shall have any right to collect such amounts by exercise of any
of the remedies under Article 15 of the Lease) or, if paid by Lessee to
Indenture Trustee, from Indenture Trustee.

(d) Until the expiration of the period during which Owner Trustee or
Owner Participant shall be entitled to exercise rights under paragraph (a) or
(b) of this Section 4.3 with respect to any failure by Lessee referred to
therein, neither Indenture Trustee nor any Noteholder shall take or commence
any action it would otherwise be entitled to take or commence as a result of
such failure by Lessee, whether under this Article 4 or Article 15 of the
Lease or otherwise.

(e) Each Noteholder agrees, by acceptance thereof, that if (i) the Notes
have been accelerated pursuant to Section 4.2(a) and such acceleration has
not theretofore been rescinded, (ii) no Indenture Event of Default of the
nature described in any of clauses (b) through (f) of Section 4.1 hereof
shall have occurred and be continuing and (iii) Owner Trustee, within twenty
(20) days after receiving notice from Indenture Trustee pursuant to Section
4.2(a) hereof, shall give written notice to Indenture Trustee of Owner
Trustee's intention to purchase all of the Notes in accordance with this
paragraph, accompanied by assurances reasonably satisfactory to Indenture
Trustee of Owner Trustee's ability to purchase the Notes, then, upon receipt
within ten (10) Business Days after such notice from Owner Trustee of an
amount equal to the sum of (x) the aggregate unpaid principal amount of and
any premium with respect to any unpaid Notes then held by such Noteholder,
together with accrued but unpaid interest thereon to the date of such receipt
(as well as any interest on overdue principal and, to the extent permitted by
law, interest), plus (y) the aggregate amount, if any, of all sums which, if
Section 3.3 were then applicable, such Noteholder would be entitled to be
paid before any payments were to be made to Owner Trustee, such Noteholder
will forthwith sell, assign, transfer and convey to Owner Trustee (without
recourse or warranty of any kind other than of title to the Notes so
conveyed) all of the right, title and interest of such Noteholder in and to
the Indenture Estate, this Indenture, all Notes held by such Noteholder and
the Participation Agreement, and Owner Trustee shall thereupon assume all
such Noteholder's rights and obligations in such documents; provided, that no
such holder shall be required to so convey unless (1) Owner Trustee shall
have simultaneously tendered payment on all other Notes issued by Owner
Trustee at the time outstanding pursuant to this paragraph and (2) such
conveyance is not in violation of anyApplicable Law. All charges and
expenses required to be paid in connection with the issuance of any new Note
or Notes in connection with this paragraph shall be borne by Owner Trustee.

<PAGE>

(f) Each Noteholder further agrees by its acceptance thereof that, in
the event of a Lease Event of Default, Owner Trustee shall have the right,
pursuant to the Lease, to terminate the Lease and, in connection therewith,
to arrange for the substitution of another party as lessee under a new lease
substantially similar to the Lease and, subject to: (i) any Indenture Event
of Default having been cured by Owner Trustee in accordance with paragraph
(a) or (b) of this Section 4.3, (ii) such substituted lessee's assuming all
of the obligations under the Lease and (iii) such substituted lessee's being
a Co-Owner or being another Person having an assigned credit rating by
Standard & Poor's Ratings Group and Moody's Investors Service, Inc. (or, if
either of such organizations shall not rate securities issued by such
substituted lessee, by any other nationally recognized rating organization in
the United States of America) equal to the ratings assigned by such
organizations to bonds outstanding under the Oglethorpe Indenture as of the
date of this Indenture, then the Lease between Owner Trustee and such
substituted lessee shall, for all purposes under this Indenture, be deemed to
be the Lease subject to the Lien of this Indenture; provided that an
irrevocable commitment of any Co-Owner or Person, described in clause (iii)
above to assume all obligations under the Lease shall have been obtained
within two months of the date of occurrence of a Lease Event of Default and
such substituted lessee's assumption shall have occurred within six months
thereafter.

SECTION 4.4 Rescission of Acceleration. If at any time after the
outstanding principal amount of the Notes shall have become due and payable
by acceleration pursuant to Section 4.2 hereof, (a) all amounts of principal,
premium, if any, and interest which are then due and payable in respect of
all the Notes otherwise than pursuant to Section 4.2 hereof shall have been
paid in full, together with interest on all such overdue principal and (to
the extent permitted by Applicable Law) overdue interest at the rate or rates
specified in the Notes, and an amount sufficient to cover all costs and
expenses of collection incurred by or on behalf of the holders of the Notes
(including, without limitation, counsel fees and expenses and all expenses
and reasonable compensation of Indenture Trustee) and (b) every other
Indenture Event of Default shall have been remedied, then a Majority in
Interest of Noteholders may, by written notice or notices to Owner Trustee,
Indenture Trustee and Lessee, rescind and annul such acceleration and any
related declaration of default under the Lease and their respective
consequences, but no such rescission and annulment shall extend to or affect
any subsequent Indenture Event of Default or impair any right consequent
thereon, and no such rescission and annulment shall require any Noteholder to
repay any principal or interest actually paid as a result of such
acceleration.

SECTION 4.5 Return of Indenture Estate, Etc. (a) If at any time
Indenture Trustee has the right to take possession of the Indenture Estate
pursuant to Section 4.2 hereof, at the request of Indenture Trustee, Owner
Trustee promptly shall (i) execute and deliver to Indenture Trustee such
instruments of title and other documents and (ii) make all such demands and
give all such notices as are permitted by the terms of the Lease to be made
or given by Owner Trustee upon the occurrence and continuance of a Lease
Default or a Lease Event of Default, in each case as Indenture Trustee may
deem necessary or advisable to enable Indenture Trustee or an agent or
representative designated by Indenture Trustee, at such time or times and
place or places as Indenture Trustee may specify, to obtain possession of all
or any part of the Indenture Estate the possession of which Indenture Trustee
shall at the time be entitled to hereunder. If Owner Trustee shall for any
reason fail to execute and deliver such instruments and documents after such
request by Indenture Trustee, Indenture Trustee may (i) obtain a judgment
conferring on Indenture Trustee the right to immediate possession and
requiring Owner

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Trustee to execute and deliver such instruments and documents to Indenture
Trustee, to the entry of which judgment Owner Trustee hereby specifically
consents, and (ii) pursue all or any part of the Indenture Estate wherever it
may be found and enter any of the premises wherever all or part of the
Indenture Estate may be or is supposed to be and search for all or part of
the Indenture Estate and take possession of and remove all or part of the,
Indenture Estate.

(b) Upon every such taking of possession, Indenture Trustee may, from time
to time, as a charge against Proceeds of the Indenture Estate, make all such
expenditures with respect to the Indenture Estate as it may deem proper. In
each such case, Indenture Trustee shall have the right to deal with the
Indenture Estate and to carry on the business and exercise all rights and powers
of Owner Trustee relating to the Indenture Estate, as Indenture Trustee shall
deem best and that are permitted by the Ownership Agreement, the Operating
Agreement and the Co-Owners' Consent, and, Indenture Trustee shall be entitled
to collect and receive all rents (including Rent), revenues, issues, income,
products and profits of the Indenture Estate and every part thereof (without
prejudice to the right of Indenture Trustee under any provision of this
Indenture to collect and receive cash held by, or required to be deposited with,
Indenture Trustee hereunder) and to apply the same to the management of or
otherwise dealing with the Indenture Estate and of conducting the business
thereof, and of all expenditures with respect to the Indenture Estate and the
making of all payments which Indenture Trustee may be required or may elect to
make, if any, for taxes, assessments, insurance or other proper charges upon the
Indenture Estate or any part thereof (including the employment of engineers and
accountants to examine, inspect and make reports upon the properties and books
and records of Owner Trustee and Lessee relating to the Indenture Estate and the
Operative Documents), or under any provision of, this Indenture, as well as just
and reasonable compensation for the services of Indenture Trustee and of all
Persons properly engaged and employed by Indenture Trustee.

SECTION 4.6 Power of Sale and Other Remedies. In addition to all
other remedies provided for herein if an Indenture Event of Default shall
have occurred and be continuing, Indenture Trustee, at Indenture Trustee's
option, may sell the Indenture Estate or any part of the Indenture Estate at
public sale or sales before the door of the courthouse of the county in which
the Indenture Estate or any part of the Indenture Estate is situated, to the
highest bidder for cash, in order to pay the Secured Indebtedness, and all
impositions, if any, with accrued interest thereon, and all expenses of the
sale and of all proceedings in connection therewith, including reasonable
attorney's fees, if incurred, after advertising the time, place and terms of
sale once a week for four (4) weeks immediately preceding such sale (but
without regard to the number of days) in a newspaper in which sheriff's sales
are advertised in said county. At any such public sale, Indenture Trustee may
execute and deliver to the purchaser a conveyance of the Indenture Estate or
any part of the Indenture Estate in fee simple, and to this end, Owner
Trustee hereby constitutes and appoints Indenture Trustee the agent and
attorney in fact of Owner Trustee to make such sale and conveyance, and
thereby to divest Owner Trustee of all right, title or equity that Owner
Trustee may have in and to the Indenture Estate and to vest the same in the
purchaser or purchasers at such sale or sales, and all the acts and doings of
said agent and attorney in fact are hereby ratified and confirmed and any
recitals in said conveyance or conveyances as to facts essential to a valid
sale shall be binding upon Owner Trustee. The aforesaid power of sale and
agency hereby granted are coupled with an interest and are irrevocable by
death or otherwise, are granted as cumulative of the other remedies provided
hereby or by law for collection of the Secured Indebtedness and shall not be
exhausted by one

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exercise thereof but may be exercised until full payment of the Secured
Indebtedness. Further, if an Indenture Event of Defalt shall have occurred
and be continuing, Indenture Trustee may, in addition to and not in
abrogation of other rights and remedies provided in this Article, either with
or without entry or taking possession as herein provided or otherwise,
proceed by a suit or suits in law or in equity or by any other appropriate
proceeding or remedy (i) to enforce payment of the Notes or the performance
of any term, covenant, condition of agreement of this Indenture or any other
right, and (ii) to pursue any other remedy available to it, all as Indenture
Trustee shall determine most effectual for such purposes. Upon any
foreclosure sale, Indenture Trustee may bid for and purchase the Indenture
Estate and shall be entitled to apply all or any part of the Secured
Indebtedness as a credit to the purchase price. In the event of a
foreclosure sale of the Indenture Estate, the proceeds of said sale shall be
applied, as provided in Section 3.3 hereof. In the event of any such
foreclosure sale by Indenture Trustee, Owner Trustee shall be deemed a tenant
holding over and shall forthwith deliver possession to the purchaser or
purchasers at such sale or be summarily dispossessed according to provisions
of law applicable to tenants holding over. Indenture Trustee, at Indenture
Trustee's option, is authorized to foreclose this Indenture subject to the
rights of any tenants of the Indenture Estate, and the failure to make any
such tenants parties to any such foreclosure proceedings and to foreclose
their rights will not be, nor be asserted to be by Owner Trustee, a defense
to any proceedings instituted by Indenture Trustee to collect the Secured
Indebtedness.

In addition, as part of the consideration for the Secured Indebtedness,
Owner Trustee has absolutely and unconditionally assigned and transferred to
Indenture Trustee the Revenues, including those now due, past due or to
become due by virtue of any lease or other agreement for the occupancy or use
of all or any part of the Indenture Estate. Owner Trustee hereby authorizes
Indenture Trustee or Indenture Trustee's agents to collect the Revenues and
hereby directs such tenants of the Indenture Estate to pay the Revenues to
Indenture Trustee or Indenture Trustee's agents; provided, however, that
prior to written notice given by Indenture Trustee to Owner Trustee of any
Indenture Event of Default by Owner Trustee, Owner Trustee shall collect and
receive the Revenues as trustee for the benefit of Indenture Trustee and
Owner Trustee, to apply the Revenues so collected to the Secured Indebtedness
with the balance, so long as no Indenture Event of Default has occurred, to
the account of Owner Trustee. Owner Trustee agrees that each tenant of the
Indenture Estate shall pay the Revenues to Indenture Trustee or Indenture
Trustee's agents on Indenture Trustee's written demand therefor without any
liability on the part of said tenant to inquire further as to the existence
of an Indenture Event of Default.

SECTION 4.7 Appointment of Receiver. If the outstanding principal
amount of the Notes shall have been declared due and payable pursuant to
Section 4.2 hereof, as a matter of right, Indenture Trustee shall be entitled
to the appointment of a receiver (who may be Indenture Trustee or any
successor or nominee thereof) for all or any part of the Indenture Estate,
whether such receivership be incidental to a proposed sale of the Indenture
Estate or the taking of possession thereof or otherwise, and Owner Trustee
hereby consents to the appointment of such a receiver and will not oppose any
such appointment. Any receiver appointed for all or any part of the Indenture
Estate shall be entitled to exercise all the rights and powers with respect
to Indenture Estate to the extent instructed to do so by Indenture Trustee.

SECTION 4.8 Remedies Cumulative. Each and every right, power and
remedy herein specifically given to Indenture Trustee or otherwise in this
Indenture shall be cumulative

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and shall be in addition to every other right, power and remedy herein
specifically given or now or hereafter existing at law, in equity or by
statute, and each and every right, power and remedy whether specifically
herein given or otherwise existing may be exercised from time to time and as
often and in such order as may be deemed expedient by Indenture Trustee, and
the exercise or the beginning of the exercise of any right, power or remedy
shall not be construed to be a waiver of the right to exercise at the same
time or thereafter any other right, power or remedy. No delay or omission by
Indenture Trustee in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default on the part of Owner Participant,
Owner Trustee or Lessee or to be an acquiescence therein.

(a) any stay, extension, moratorium or other similar law;

(b) any law providing for the valuation of or appraisal of any portion
of the Indenture Estate in connection with a sale thereof; or

Owner Trustee covenants not to hinder, delay or impede the exercise of
any right or remedy under or in respect of this Indenture excepted as
permitted by Section 4.3 hereof, and agrees, to the extent permitted by
Applicable Law, to suffer and permit its exercise as though no laws or rights
of the character listed above were in effect.

SECTION 4.10 Discontinuance of Proceedings. In case Indenture Trustee
or any Noteholder shall have proceeded to enforce any right, power or remedy
under this Indenture by foreclosure, entry or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to Indenture Trustee or the Noteholder, then and in
every such case Owner Trustee, Indenture Trustee and Lessee shall be restored
to their former positions and rights hereunder with respect to the Indenture
Estate, and all rights, remedies and powers of Indenture Trustee or the
Noteholder shall continue as if no such proceedings had taken place.

SECTION 4.11 No Action Contrary to Lessee's Rights Under the Lease.
Notwithstanding any other provision of any of the Operative Documents, so
long as the Lease shall not have been declared in default, Indenture Trustee
shall not take or cause to be taken any action contrary to Lessee's rights,
including its rights, as between Lessee and Lessor and Owner Participant and
any Person claiming by or through Lessor or Owner Participant, to quiet use
and possession or the Undivided Interest and the other Leased Assets.

SECTION 4.12 Right of Indenture Trustee to Perform Covenants, Etc. If
Owner Trustee shall fail to make any payment or perform any act required to
be made or performed by it hereunder or under the Lease, the Supporting
Assets Lease, the Supporting Assets Sublease, the

<PAGE>

Co-Owners' Consent or the Participation Agreement, or if Owner Trustee, Bank
or Georgia Bank shall fail to release any Lien affecting the Indenture Estate
which it is required to release by the terms of this Indenture or the
Participation Agreement or the Trust Agreement, Indenture Trustee, without
notice to or demand upon Owner Trustee, Bank or Georgia Bank and without
waiving or releasing any obligation or defaults may (but shall be under no
obligation to) at any time thereafter make such payment or perform such act
for the account and at the expense of the Indenture Estate and may take all
such action with respect thereto (including entering upon Unit 2 or any part
thereof, to the extent, of the Undivided Interest and Lessor's Share, for
such purpose) as, in Indenture Trustee's opinion, may be necessary or
appropriate therefor. No such entry shall be deemed an eviction. All sums
so paid by Indenture Trustee and all costs and expenses (including, without
limitation, legal fees and expenses) so incurred, together with interest
thereon from the date of payment or incurrence, shall constitute additional
indebtedness secured by this Indenture and shall be paid from the Indenture
Estate to Indenture Trustee on demand. Indenture Trustee shall not be liable
for any damages resulting from any such payment or action unless such damages
shall be a consequence of willful misconduct or gross negligence on the part
of Indenture Trustee.

SECTION 4.13 Further Assurances. Owner Trustee covenants and agrees
from time to time to do all such acts and execute all such instruments of
further assurance as shall be reasonably requested by Indenture Trustee for
the purpose of fully carrying out and effectuating this Indenture and the
intent hereof.

SECTION 4.14 Waiver of Past Defaults. Any past Indenture Default or
Indenture Event of Default and its consequences may be waived by Indenture
Trustee, except an Indenture Default or an Indenture Event of Default (i) in
the payment of the principal of, premium, if any, and or interest on any
Note, subject to the provisions of Sections 5.1 and 8.1 hereof, or (ii) in
respect of a covenant or provision hereof which, under Section 8.2 hereof,
cannot be modified or amended without the consent of each Noteholder. Upon
any such waiver and subject to the terms of such waiver, such Indenture
Default or Indenture Event of Default shall cease to exist, and any other
Indenture Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Indenture Default or Indenture Event of Default or
impair any right consequent thereon.

ARTICLE 5
DUTIES OF INDENTURE TRUSTEE; CERTAIN
RIGHTS AND DUTIES OF OWNER TRUSTEE

SECTION 5.1 Action Upon Event of Loss, Indenture Default or Indenture
Event of Default. In the event Owner Trustee shall have actual knowledge of
an Indenture Default, Indenture Event of Default or Event of Loss, Owner
Trustee shall give prompt written notice thereof to Owner Participant, Lessee
and Indenture Trustee. In the event Indenture Trustee shall have actual
knowledge of an Indenture Default, Indenture Event of Default or Event of
Loss, Indenture Trustee shall give prompt written notice thereof to Owner
Participant, Owner Trustee, Lessee and each Noteholder. Subject to the terms
of Article 4 and Sections 5.4, 5.5 and 5.6 hereof, (a) Indenture Trustee
shall take such action (including the waiver of past Indenture Defaults and
Indenture Event of Defaults in accordance with Section 4.14 hereof), or
refrain from taking such action, with respect to any such Indenture Default,
Indenture Event of Default

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or Event of Loss as Indenture Trustee shall be instructed by instructions of
Majority in Interest of Noteholders, (b) if Indenture Trustee shall not have
received instructions as above provided within twenty (20) days after mailing
by Indenture Trustee of notice of such Indenture Default or Event of Loss to
the Persons referred to above, Indenture Trustee may, subject to instructions
thereafter received pursuant to the preceding sentence, take such action, or
refrain from taking such action, but shall be under no duty to take or
refrain from taking any action, with respect to such Indenture Default or
Event of Loss as it shall determine advisable in the best interests of the
Noteholders and (c) in the event that an Indenture Event of Default shall
have occurred Indenture Trustee in its discretion may, or upon receipt of
instructions of Majority in Interest of Noteholders shall, by written notice
to Owner Trustee, declare the unpaid principal amount of all Notes with
premium, if any, accrued interest thereon to be immediately due and payable,
upon which declaration such principal amount and such accrued interest shall
immediately become due and payable without further act or notice of any kind.
For all purposes of this Indenture, in the absence of actual knowledge,
neither Owner Trustee nor Indenture Trustee shall be deemed to have knowledge
of an Indenture Default, Indenture Event of Default or Event of Loss except
that Indenture Trustee shall be deemed to have knowledge of the failure of
Lessee to pay any installment of Basic Rent within ten (10) Business Days
after the same shall become due. For purposes of this Section 5.1, neither
Owner Trustee nor Indenture Trustee shall be deemed to have actual knowledge
of any Indenture Default, Indenture Event of Default or Event of Loss, unless
it shall have received notice thereof pursuant to Section 9.4 hereof or such
Indenture Default, Indenture Event of Default or Event of Loss shall actually
be known, in the case of Owner Trustee, by an officer in the Equipment
Leasing Administration department of Bank or by an officer in the Corporate
Trust Department of Georgia Bank, or in the case of Indenture Trustee, by an
officer in the corporate trust division of Indenture Trustee.

SECTION 5.2 Actions Upon Instructions Generally. Subject to the
terms of Sections 5.1, 5.4, 5.5 and 5.6 hereof, upon written instructions at
any time and from time to time of a Majority in Interest of Noteholders,
Indenture Trustee shall take such of the following actions as may be
specified in such instructions: (a) give such notice, direction or consent or
exercise such right, remedy or power or take such action hereunder or under
any Assigned Document, or in respect of any part of or all the Indenture
Estate, as it shall be entitled to take and as shall be specified in such
instructions; (b) take such action with respect to or to preserve or protect
the Indenture Estate (including the discharge of Liens) as it shall be
entitled to take and as shall be specified in such instructions; and (c)
waive, consent to, approve (as satisfactory to it) or disapprove all matters
required by the terms of any Operative Document to be satisfactory to
Indenture Trustee, it being understood that without such written instructions
Indenture Trustee shall not waive, consent or approve any such matter as
satisfactory to it. Upon written instructions from a Majority in Interest of
Noteholders, Indenture Trustee shall execute and file or cause to be executed
and filed any instrument or document relating to the security title, Lien,
security interest and assignment granted by Owner Trustee herein as may be
necessary to protect and preserve the security title, Lien, security interest
or assignment created by or pursuant to this Indenture, to the extent
otherwise entitled to do so and as shall be specified in such instructions.

SECTION 5.3 Action Upon Payment of Notes or Termination of Lease.
Subject to the terms of Section 5.4 hereof, upon payment in full of the
principal of and interest on all Notes then outstanding and all other amounts
then due all Noteholders hereunder, and all other

<PAGE>

sums secured hereby or otherwise required to be paid hereunder, under the
Participation Agreement and under the Lease, Indenture Trustee shall execute
and deliver to, or as directed in writing by, Owner Trustee an appropriate
instrument in due form for recording, releasing the Indenture Estate from the
Lien of this Indenture. Nothing in this Section 5.3 shall be deemed to
expand the instances in which Owner Trustee is entitled to prepay the Notes.

SECTION 5.4 Compensation of Indenture Trustee; Indemnification.

(a) Owner Trustee will from time to time, on demand, pay to Indenture
Trustee such compensation for its services hereunder as shall be agreed to by
Owner Trustee and Indenture Trustee, or, in the absence of agreement,
reasonable compensation for such services (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), and Indenture Trustee agrees that it shall have no right
against the Noteholders or, except as provided in Article 3 and Section 4.2
hereof or this Article 5, the Indenture Estate, for any fee as compensation
for its services hereunder.

(b) Indenture Trustee shall not be required to take any action or
refrain from taking any action under Article 4 or Section 5.1 (other than the
second sentence thereof), 5.2 or 9.1 hereof unless it shall have been
indemnified in manner and form satisfactory to Indenture Trustee. Indenture
Trustee shall not be required to take any action under Article 4 or Section
5.1, 5.2, 5.3 or 9.1 hereof, nor shall any other provision of this Indenture
be deemed to impose a duty on Indenture Trustee to take any action, if it
shall have been advised by counsel (who shall not be an employee of Indenture
Trustee) that such action is contrary to the terms hereof or is otherwise
contrary to Applicable Law or (unless it shall have been indemnified in
manner and form satisfactory to Indenture Trustee) may result in personal
liability to Indenture Trustee.

SECTION 5.5 No Duties Except as Specified; No Action Except Under
Lease, Indenture or Instructions. Indenture Trustee shall not have any duty
or obligation to and shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Indenture Estate or otherwise take or
refrain from taking any action under or in connection with this Indenture or
the other Assigned Documents except as expressly provided by the terms of
this Indenture or as expressly provided in written instructions from a
Majority in Interest of Noteholders in accordance with Section 5.1 or 5.2
hereof; and no implied duties or obligations shall be read into this
Indenture against Indenture Trustee. Indenture Trustee nevertheless agrees
that it will, in its individual capacity and at its own cost and expense (and
without any right of indemnity in respect of such cost or expense), promptly
take such action as may be necessary duly to discharge all Liens on any part
of the Indenture Estate which result from acts by or claims against it
arising out of events or conditions not related to its rights in the
Indenture Estate or the administration of the Indenture Estate or the
transactions contemplated hereby.

SECTION 5.6 Certain Rights of Owner Trustee. Notwithstanding any
other provision of this Indenture:

(a) Owner Trustee shall at all times, to the exclusion of Indenture
Trustee, (i) retain all rights to demand and receive payment of, and to
commence an action for payment of, Excepted Payments but Owner Trustee shall
have no remedy or right with respect to any such payment against the
Indenture Estate nor any right to collect any such payment by the exercise of
any of

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32
<PAGE>

33
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be specified from time to time in written instructions of any Noteholder (which
instructions may, by their terms, be operative only at a future date and which
shall be accompanied by the form of such continuation statement or other
document so tobe filed). Except as otherwise herein expressly provided, neither
Indenture Trustee nor Owner Trustee shall have responsibility for the
protection, perfection or preservation of the Lien created by this Indenture.

ARTICLE 6
INDENTURE TRUSTEE AND OWNER TRUSTEE

SECTION 6.1 Acceptance of Trusts and Duties. Indenture Trustee accepts
the trusts hereby created and applicable to it and agrees to perform the same
but only upon the terms of this Indenture, and agrees to receive and disburse
all moneys constituting part of the Indenture Estate in accordance with the
provisions hereof. Indenture Trustee shall not be liable under any
circumstances, except (a) for its own gross negligence or willful misconduct,
(b) in the case of the inaccuracy of any representation or warranty contained in
Section 5.4 of the Participation Agreement or in Section 6.3(b) hereof, or (c)
for the performance of its obligations under the last sentence of Section 5.5
hereof or in Section 5.4 of the Participation Agreement; and Indenture Trustee
shall not be liable for any action or inaction of Owner Trustee. If any
Indenture Event of Default shall have occurred and be continuing, Indenture
Trustee shall, subject to the provisions of Articles 4 and 5 hereof, exercise
such of the rights and remedies vested in it by this Indenture and shall at all
times use the same degree of care in their exercise as a prudent man would
exercise or use in the circumstances in the conduct of his own affairs.

SECTION 6.2 Absence of Certain Duties. Except in accordance with
written instructions furnished pursuant to Section 5.1 or 5.2 hereof and except
as provided in Section 5.5 and 5.8 hereof, Indenture Trustee shall have no duty
(a) to see to any registration, recording or filing of any Operative Document
(or any financing or continuation statements in respect thereto) or to see to
the maintenance of any such registration, recording or filing, (b) to see to any
insurance on the Facility or Unit 2 or the Undivided Interest or the Common
Facilities or to effect or maintain any such insurance, (c) except as otherwise
provided in Section 5.5 hereof or in Section 5.4 of the Participation Agreement,
to see to the payment or discharge of any Tax or any Lien of any kind owing with
respect to, or assessed or levied against, any part of the Indenture Estate, (d)
to confirm or verify the contents of any report, notice, request, demand,
certificate, financial statement or other instrument of Lessee or (e) to inspect
the Facility or Unit 2 or the Common Facilities at any time or ascertain or
inquire as to the performance or observance of any of Lessee's covenants with
respect to the Facility or Unit 2 or the Common Facilities. Notwithstanding the
foregoing, Indenture Trustee shall furnish to each Noteholder and to Owner
Trustee and Owner Participant promptly upon receipt thereof duplicates or copies
of all reports, notices, requests, demands, certificates, financial statements
and other instruments furnished to Indenture Trustee hereunder or under any of
the Operative Documents unless Indenture Trustee shall reasonably believe that
each such Noteholder, Owner Trustee and Owner Participant shall have received
copies thereof.

SECTION 6.3 Representations, Warranties and Covenants.

(a) Owner Trustee hereby covenants and agrees that it will duly and
punctually pay the principal of, and premium, if any, and interest on, the Notes
in accordance with the terms thereof

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35
<PAGE>

SECTION 6.5 Reliance; Agents; Advice of Experts. Indenture Trustee
shall incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed to be genuine and believed to be signed by
the proper party or parties. Indenture Trustee may accept in good faith a
certified copy of a resolution of the Board of Directors of Lessee as conclusive
evidence that such resolution has been duly adopted by such Board and that the
same is in full force and effect. As to the amount of any payment to which any
Noteholder is entitled pursuant to Clause "Third" of Section 3.2 or Section 3.3
hereof, and as to the amount of any payment to which any other Person is
entitled pursuant to Section 3.5 or Section 3.7 hereof, Indenture Trustee for
all purposes hereof may rely on an Officers' Certificate of such Noteholder or
other Person, as the case may be. As to any fact or matter the manner of
ascertainment of which is not specifically described herein, Indenture Trustee
for all purposes hereof may rely on an Officers' Certificate of Owner Trustee or
Lessee or a Noteholder as to such fact or matter, and such certificate shall
constitute full protection to Indenture Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon. In the administration of
the trusts hereunder, Indenture Trustee may execute any of the trusts or powers
hereof and perform its powers and duties hereunder directly or through agents or
attorneys and may, at the expense of the Indenture Estate (but subject to the
priorities of payment set forth in Article 3 hereof), consult with independent
skilled Persons to be selected and retained by it (other than Persons regularly
in its employ) as to matters within their particular competence, and Indenture
Trustee shall not be liable for anything done, suffered or omitted in good faith
by it in accordance with the advice or opinion, within such Person's area of
competence, of any such Person, so long as Indenture Trustee sall have exercised
reasonable care in selecting such Person.

ARTICLE 7
SUCCESSOR INDENTURE TRUSTEES AND SEPARATE TRUSTEES

SECTION 7.1 Resignation or Removal of Indenture Trustee; Appointment of
Successor.

(a) Resignation or Removal. Indenture Trustee or any successor thereto
may resign at any time with or without cause by giving at least thirty (30)
days' prior written notice to Owner Trustee, Owner Participant, Lessee and each
Noteholder, such resignation to be effective on the acceptance of appointment by
the successor Indenture Trustee pursuant to the provisions of subsection (b)
below. In addition, a Majority in Interest of Noteholders may at any time
remove Indenture Trustee with or without cause by an instrument in writing
delivered to Owner Trustee, Owner Participant and Indenture Trustee, and Owner
Trustee shall give prompt written notification thereof to each Noteholder and
Lessee. Such removal will be effective on the acceptance of appointment by the
successor Indenture Trustee pursuant to the provisions of subsection (b) below.
In the case of the resignation or removal of Indenture Trustee, a Majority in
Interest of Noteholders may appoint a successor Indenture Trustee by an
instrument signed by

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(b) Acceptance of Appointment. Any successor Indenture Trustee shall
execute and deliver to predecessor Indenture Trustee, Owner Participant, Owner
Trustee and all Noteholders an instrument accepting such appointment, and
thereupon such successor Indenture Trustee, without further act, shall become
vested with all the estates, properties, rights, powers and duties of the
predecessor Indenture Trustee hereunder in the trusts hereunder applicable to it
with like effect as if originally named Indenture Trustee herein; but
nevertheless upon the written request of such successor Indenture Trustee or a
Majority in Interest of Noteholders, such predecessor Indenture Trustee shall
execute and deliver an instrument transferring to such successor Indenture
Trustee, upon the trusts herein expressed applicable to it, all the estates,
properties, rights and powers of such predecessor Indenture Trustee, and such
predecessor Indenture Trustee shall duly assign, transfer deliver and pay over
to such successor Indenture Trustee all moneys or other property then held by
such predecessor Indenture Trustee hereunder. To the extent required by
Applicable Law or upon request of successor Indenture Trustee, Owner Trustee
shall execute any and all documents confirming the vesting of such estates,
properties, rights and powers in successor Indenture Trustee.

(c) Qualifications. Any successor Indenture Trustee, however appointed,
shall be a trust company or bank with trust powers (i) which (A) has a combined
capital and surplus of at least $100,000,000, or (B) is a direct or indirect
subsidiary of a corporation which has a combined capital and surplus of at least
$100,000,000 provided such corporation guarantees the performance of the
obligations of such trust company or bank as Indenture Trustee, or (C) is a
member of a bank holding company group having a combined capital and surplus of
at least $100,000,000 providing the parent of such bank holding company group or
a member which itself has a combined capital and surplus of at least
$100,000,000 guarantees the performance obligations of such trust company or
bank, and (ii) is willing, able and legally qualified to perform the duties of
Indenture Trustee hereunder upon reasonable or customary terms. No successor
Indenture Trustee, however appointed, shall become such if such appointment
would result in the violation of any Applicable Law or create a conflict or
relationship involving a conflict of interest under the Trust Indenture Act of
1939, as amended.

(d) Merger, etc. Any corporation into which Indenture Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which Indenture
Trustee shall be a party, or any corporation to which substantially all the
corporate trust business of Indenture Trustee may be transferred, shall, subject
to the terms of subsection (c) above, be Indenture Trustee under this Indenture
without further act.

37
<PAGE>

SECTION 7.2 Appointment of Additional and Separate Trustees.

(a) Appointment. Whenever (i) Indenture Trustee shall deem it necessary
or prudent in order to conform to any law of any applicable jurisdiction or to
make any claim or bring any suit with respect to or in connection with the
Indenture Estate, this Indenture, the Lease, the Notes or any of the
transactions contemplated by the Operative Documents, (ii) Indenture Trustee
shall be advised by counsel, satisfactory to it, that it is so necessary or
prudent in the interest of the Noteholders or (iii) a Majority in Interest of
Noteholders deems it so necessary or prudent and shall have requested in writing
Indenture Trustee to do so, then in any such case Indenture Trustee shall
execute and deliver from time to time all instruments and agreements necessary
or proper to constitute another bank or trust company or one or more Persons
approved by Indenture Trustee either to act as additional trustee or trustees of
all or any part of the Indenture Estate, jointly with Indenture Trustee, or to
act as separate trustee or trustees of all or any part of the Indenture Estate,
in any such case with such powers as may be provided in such instruments or
agreements, and to vest in such bank, trust company or Person as such additional
trustee or separate trustee, as the case may be, any property, title, right or
power of Indenture Trustee deemed necessary or advisable by Indenture Trustee,
subject to the remaining provisions of this Section 7.2. Owner Trustee hereby
consents to all actions taken by Indenture Trustee under the provisions of this
Section 7.2 and agrees, upon Indenture Trustee's request, to join in and
execute, acknowledge and deliver any or all such instruments or agreements; and
Owner Trustee hereby makes, constitutes and appoints Indenture Trustee its agent
and attorney-in-fact for it and in its name, place and stead to execute,
acknowledge and deliver any such instrument or agreement in the event that Owner
Trustee shall not itself execute and deliver the same within fifteen (15) days
after receipt by it of such request so to do; provided, however, that Indenture
Trustee shall exercise due care in selecting any additional or separate trustee
if such additional or separate trustee shall not be a Person possessing trust
powers under Applicable Law. If at any time Indenture Trustee shall deem it no
longer necessary or prudent in order to conform to any such law or take any such
action or shall be advised by such counsel that it is no longer so necessary or
prudent in the interest of the Noteholders or in the event that Indenture
Trustee shall have been requested to do so in writing by a Majority in Interest
of Noteholders, Indenture Trustee shall execute and deliver all instruments and
agreements necessary or proper to remove any additional trustee or separate
trustee. In such connection, Indenture Trustee may act on behalf of Owner
Trustee to the same extent as is provided above. Notwithstanding anything
contained to the contrary in this Section 7.2(a), to the extent the laws of any
jurisdiction preclude Indenture Trustee from taking any action hereunder either
alone, jointly or through a separate trustee under the direction and control of
Indenture Trustee, Owner Trustee, at the instruction of Indenture Trustee, shall
appoint a separate trustee for such jurisdiction, which separate trustee shall
have full power and authority to take all action hereunder as to matters
relating to such jurisdiction without the consent of Indenture Trustee, but not
subject to the same limitations in any exercise of his power and authority as
those to which Indenture Trustee is subject.

38
<PAGE>

ARTICLE 8
SUPPLEMENTS AND AMENDMENTS TO THIS
INDENTURE AND OTHER DOCUMENTS

39
<PAGE>

in which distributions thereunder shall be made as between the Noteholders and
Owner Trustee, (iv) reduce, modify or amend any indemnities or any obligations
under Article 6 of the Participation Agreement in favor of any Indemnitee
(unless consented to by such Person), (v) reduce the amount (except to any
amount as shall be sufficient to pay the aggregate principal of, premium, if
any, and interest on all outstanding Notes) or extend the time of payment of
Rent, Stipulated Loss Value or Termination Value except as expressly provided in
Article 8 of the Participation Agreement, or change any of the circumstances
under which Rent, Stipulated Loss Value or Termination Value is payable, (vi)
consent to any assignment of the Lease, except as expressly provided in the
Lease, or sublease of all or any part of the Undivided Interest or any other
Leased Assets, or reduce Lessee's obligations in respect of the payment of Rent,
Stipulated Loss Value, Special Stipulated Loss Value or Termination Value or
change the absolute and unconditional character of such obligations as set forth
in Article 3 of the Lease, (vii) amend the terms of Section 18.11 of the Lease,
take any action which would reduce the term of the Lease, the Supporting Assets
Lease, the Supporting Assets Sublease, the Ownership Agreement or the Operating
Agreement, (viii) change the nonrecourse nature of the obligations of Owner
Trustee, (ix) alter the effect of the REA Consent or (x) in the judgment of the
Indenture Trustee materially adversely affect the rights or remedies for the
benefit of any Noteholder provided in this Indenture (including, without
limitation, those set forth in Articl 4 hereof) and the Sections of the Lease
regarding Lease Events of Default and remedies thereunder, permit the creation
of any Lien on the Indenture Estate or any part thereof, or deprive any
Noteholder of the benefit of the Lien of this Indenture on the Indenture Estate.
Anything to the contrary herein contained notwithstanding, without the necessity
of the consent of any Noteholder or Indenture Trustee, any indemnities in favor
of Owner Participant may be modified, amended or changed in such manner as shall
be agreed to by Owner Participant and Lessee. Nothing in this Section 8.1 shall
impair the rights of Indenture Trustee, as assignee of Owner Trustee under the
Granting Clause hereof, after Owner Trustee shall have no further right, title
or interest in and to the Indenture Estate, to give any consent or waiver, or
take any other action in this Section 8.1 contemplated to be taken, by Owner
Trustee.

SECTION 8.2 Supplemental Indentures and other Amendments Without
Consent. Without the consent of any Noteholders but subject to the provisions
of Section 8.3, and only after notice thereof shall have been sent to the
Noteholders and with the consent of Owner Trustee, Indenture Trustee and Owner
Trustee shall enter into any indenture or indentures supplemental hereto or
execute any amendment, modification, supplement, waiver or consent with respect
to any other Operative Document (a) to evidence the succession of another Person
as an Owner Trustee in accordance with the terms of the Trust Agreement or to
evidence the succession of a successor as Indenture Trustee hereunder, the
removal of Indenture Trustee or the appointment of any separate or additional
trustee or trustees, in each case if done pursuant to the provisions of Article
7 hereof, (b) to confirm or amplify the description of any property at any time
subject to the Lien of this Indenture or to convey, transfer, assign, mortgage
or pledge any property to or with Indenture Trustee, (c) to provide for any
evidence if the creation and issuance of any Additional Notes pursuant to, and
subject to the conditions of, Section 2.12, (d) to cure any ambiguity in, to
correct or supplement any defective or inconsistent provision of, or to add to
or modify any other provisions and agreements in, this Indenture or any other
Operative Document in any manner that will not in the judgment of the Indenture
Trustee materially adversely affect the interests of the Noteholders, (e) grant
or confer upon Indenture Trustee for the benefit of the Noteholders any
additional rights, remedies, powers, authority or security

<PAGE>

which may be lawfully granted or conferred and which are not contrary or
inconsistent with Indenture, (f) add to the covenants or agreements to be
observed by Owner Trustee and which are not contrary to this Indenture or
surrender any right or power of Owner Trustee, provided it has consented
thereto, (g) if required by Applicable Law, qualify this Indenture under the
provisions of the Trust Indenture Act of 1939, as amended, and (h)any indenture
or indentures Supplemental hereto or any amendment, modification, supplement or
waiver on consent with respect to any other Operative Document, provided such
supplemental indenture, amendment, modification, supplement or waiver or consent
shall not, in the judgment of the Indenture Trustee, materially adversely affect
the interest of the Noteholders, provided, however, that no such amendment,
modification, supplement, waiver or consent contemplated by this Section 8.2
shall, without the consent of the holder of each then outstanding Note, cause
any of the events specified in clauses (i) through (x) of the first sentence of
Section 8.1 hereof to occur.

SECTION 8.3 Conditions to Action by Indenture Trustee. If in the
opinion of Indenture Trustee any document required to be executed pursuant to
the terms of Section 8.1 or 8.2 or the election referred to in Section 9.12
hereof adversely affects any immunity or indemnity in favor of Indenture Trustee
under this Indenture or the Participation Agreement, or would materially
increase its administrative duties or responsibilities hereunder or thereunder
or may result in personal liability for it (unless it shall have been provided
an indemnity satisfactory to Indenture Trustee), Indenture Trustee may in its
discretion decline to execute such document or the election. With every such
document and election, Indenture Trustee shall be furnished with evidence that
all necessary consents have been obtained and with an opinion of counsel that
such document complies with the provisions of this Indenture, does not deprive
Indenture Trustee or the holders of the Notes of the benefits of the Lien hereby
created on any property subject hereto or of the assignments contained herein
(except as otherwise consented to in accordance with Section 8.1 hereof) and
that all consents required by the terms hereof in connection with the execution
of such document or the making of such election have been obtained. Indenture
Trustee shall be fully protected in relying on such opinion.

ARTICLE 9
MISCELLANEOUS

SECTION 9.1 Surrender, Defeasance and Release.

41
<PAGE>

(b) Defeasance of Notes. Any Note shall, prior to the maturity or
redemption date thereof, be deemed to have been paid within the meaning and
with the effect expressed in this Section 9.1 if (i) there shall have been
deposited with Indenture Trustee either moneys in an amount which shall be
sufficient, or U.S. Government Obligations, the principal of and the interest
on which when due, and without any reinvestment thereof, will provide moneys
in an amount which shall be sufficient, together with the moneys, if any,
deposited with or held by Indenture Trustee at the same time (such
sufficiency to be established by the delivery to Indenture Trustee or such
other trustee of a certificate of an independent public accountant), to pay
when due the principal of and premium, if any, and interest due and to become
due on said Note on and prior to the redemption date or maturity date
thereof, as the case may be, and (ii) in the event said Note does not mature
or is not to be redeemed within the next 45 days, Indenture Trustee shall
have been given irrevocable instructions to give, as soon as practicable, a
notice to the registered holder of such Note that the deposit required by
subclause (i) above has been made with Indenture Trustee and that said Note
is deemed to have been paid in accordance with this Section 9.1(b) and
stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of and premium, if any, and
interest on said Note. Neither the U.S. Government Obligations nor moneys
deposited with Indenture Trustee pursuant to this Section 9.1(b) or principal
or interest payments on any such U.S. Government Obligations shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest on said
Note; provided, however, that any cash received from such principal or
interest payments on such U.S. Government Obligations deposited with
Indenture Trustee shall be reinvested in accordance with Section 3.4 hereof
in US. Government Obligations. At such time as any Note shall be deemed paid
as aforesaid, it shall no longer be secured by or entitled to the benefits of
the Indenture Estate or this Indenture, except that (i) such Note shall be
entitled to the benefits of the portions of the Indenture Estate described in
Granting Clauses (4), (5) and (8), to the extent such portions relate to such
moneys or U.S. Government Obligations deposited with Indenture Trustee, (ii)
the provisions of Sections 2.8 and 2.9 shall continue to apply to such Note
and (iii) the duties and immunities of the Indenture Trustee hereunder shall
continue with respect to such Note. Notwithstanding the foregoing, Owner
Trustee shall not make or cause to be made the deposit of moneys or property
provided for by this Section 9.1(b) unless it shall have delivered to
Indenture Trustee an opinion or opinions of counsel reasonably satisfactory
to Indenture Trustee to the effect that (1) either (x) as a result of such
deposit, registration will not be required under the Investment Company Act
by Owner Trustee of the trust funds representing such deposit or by Indenture
Trustee, or (y) all necessary registration under said Act has been effected
and (2) the deposit of such moneys or U.S. Government Obligations by Owner
Trustee will not be subject to "claw back" as being a preferential payment in
respect of the bankruptcy or insolvency of any Person.

(i) Whenever a Component is replaced pursuant to Section 3(e) of the
Operating Agreement, Indenture Trustee shall release the replaced
Component from the Lien of this Indenture and execute and deliver to,
and as directed in writing by, Lessee or Owner Trustee an appropriate
instrument (in due form for recording) releasing the replaced
Component from the Lien of this Indenture.

<PAGE>

(ii) Whenever Lessee is entitled to acquire or have transferred to it the
Undivided Interest pursuant to the express terms of the Lease,
Indenture Trustee shall release the Indenture Estate from the Lien of
this Indenture and execute and deliver to, or as directed in writing
by, Lessee or Owner Trustee an appropriate instrument (in due form for
recording) releasing the Indenture Estate from the Lien of this
Indenture; provided that all sums secured by this Indenture have been
paid to the Persons entitled to such sums.

SECTION 9.2 Appointment of Indenture Trustee as Attorney; Further
Assurances. Owner Trustee hereby constitutes Indenture Trustee the true and
lawful attorney of Owner Trustee irrevocably with full power (in the name of
Owner Trustee or otherwise) to ask, require, demand, receive, compound and
give acquittance for any and all moneys and claims for moneys due and to
become due under or arising out of the Assigned Documents (except to the
extent that such moneys and claims constitute Excepted Payments), to endorse
any checks or other instruments or orders in connection therewith to make all
such demands and to give all such notices as are permitted by the terms of
the Lease to be made or given by Owner Trustee upon the occurrence and
continuance of a Lease Default or a Lease Event of Default, to enforce
compliance by Lessee with all terms and provisions of the Lease (except as
otherwise provided in Sections 4.3 and 5.6 hereof), and to file any claims or
take any action or institute any proceedings which Indenture Trustee may
request in the premises.

SECTION 9.3 Indenture for Benefit of Certain Persons Only. Nothing
in this Indenture, whether express or implied, shall be construed to give to
any Person other than the parties hereto, Owner Participant, Lessee (with
respect to Sections 4.13 and 8.1 hereof) and the Noteholders (and any
successor or assign of any thereof) any legal or equitable right, remedy or
claim under or in respect of this Indenture, and this Indenture shall be for
the sole and exclusive benefit of the parties hereto, Owner Participant,
Lessee (as provided in Sections 4.13 and 8.1 hereof) and the Noteholders of
the Notes.

SECTION 9.4 Notices; Furnishing Documents, etc. Unless otherwise
specifically provided herein, all notices, requests, demands and other
communications required or contemplated by the provisions hereof shall be in
writing, and any such notice shall become effective if given in accordance
with Article 11 of the Participation Agreement. Owner Trustee shall furnish
to Indenture Trustee and Indenture Trustee shall furnish to each Noteholder
promptly upon written receipt thereof, a duplicate or copy of all reports,
notices, requests, demands, certificates, financial statements and other
instruments furnished to Owner Trustee, Bank or Georgia Bank under any
Operative Document, including, without limitation a copy of each insurance
certificate, report or notice received pursuant to Article 12 of the Lease,
to the extent that any of the same has not already been distributed to
Indenture Trustee and each Noteholder.

SECTION 9.5 Severability. Any provision of this Indenture which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating or rendering unenforceable the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

<PAGE>

SECTION 9.6 Liability Limited. Anything therein to the contrary
notwithstanding, all and each of the representations, warranties,
undertakings and agreements herein made on the part of Owner Trustee are made
and intended not as personal representations, warranties, undertakings and
agreements by or for the purpose or with the intention of binding Bank or
Georgia Bank -personally but are made and intended for the purpose of binding
only the Trust Estate, and this Indenture is executed and delivered by the
Owner Trustee solely in the exercise of the powers expressly conferred upon
it as Owner Trustee under the Trust Agreement; and no personal liability or
responsibility is assumed hereunder by or shall at any time be enforceable
against Bank or Georgia Bank, or any predecessor or successor in trust, or
Owner Participant on account of any representation, warranty, undertaking or
agreement hereunder of Owner Trustee, either expressed or implied, all such
personal liability, if any, being expressly waived by Indenture Trustee and
each Noteholder, except that Indenture Trustee or any Person claiming by,
through or under it, making claim hereunder, may look to the Trust Estate for
satisfaction of the same and Bank or Georgia Bank or their predecessors or
successors in trust, as applicable, shall be personally liable for their
individual gross negligence and willful misconduct. Each time a successor
Owner Trustee is appointed in accordance with the terms of the Trust
Agreement, such successor Owner Trustee shall, without further act, succeed
to all the rights, duties, immunities and obligations of its predecessor
Owner Trustee hereunder and under the other Operative Documents, and the
predecessor Owner Trustee shall be released from all further duties and
obligations hereunder and under the other Operative Documents, all without
the necessity of any consent or approval by Indenture Trustee or any
Noteholder and without in any way altering the terms of this Indenture or
such other Operative Documents; provided, however, that the predecessor Owner
Trustee shall remain personally liable for its own gross negligence and
willful misconduct. In the case of any appointment of a successor Owner
Trustee in which Owner Trustee is not the surviving corporation, the
successor Owner Trustee shall give prompt written notice thereof to the
Indenture Trustee, the Lessee and the Noteholders.

SECTION 9.7 Written Changes Only. Subject to Sections 8.1 and 8.2
hereof, no term or provision of this Indenture or any Note may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the Person against whom enforcement of the change, waiver,
discharge or termination is sought; and any waiver of the terms hereof or of
any Note shall be effective only in the specific instance and for the
specific purpose given.

SECTION 9.8 Counterparts. This Indenture may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument. Fully executed sets of
counterparts shall be delivered to, and retained by, Owner Trustee and
Indenture Trustee.

SECTION 9.9 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns and each
Noteholder. Any request, notice, direction, consent, waiver or other
instrument or action by any Noteholder shall bind the successor and assigns
thereof.

SECTION 9.10 Headings; References, etc. The table of contents hereof
and headings of the various Articles, Sections and subsections herein are for
convenience of

<PAGE>

reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof.

SECTION 9.11 Governing Law. This Indenture and the Notes shall in all
respects be governed by, and construed in accordance with, the laws of the
State of Georgia.

SECTION 9.12 Reorganization Proceedings with Respect to the Trust
Estate. If (a) the Trust Estate becomes a debtor subject to the
reorganization provisions of Title 11 of the United States Code, or any
successor provisions, (b) pursuant to such reorganization provisions Owner
Participant is required by reason of Owner Participant's being held to have
recourse liability that it would not otherwise have had under Section 2.5
hereof to the debtor or the trustee of the debtor, directly or indirectly, to
make payment on account of any amount payable as principal or interest on the
Notes and (c) any Noteholder or Indenture Trustee actually receives any
Excess Amount (as hereinafter defined) which reflects any payment by Owner
Participant on account of clause (b) above, then such Noteholder or Indenture
Trustee, as the case may be, shall promptly refund such Excess Amount,
without interest, to Owner Participant after receipt by such Noteholder or
Indenture Trustee, as the case may be, of a written request for such refund
by Owner Participant (which request shall specify the amount of such Excess
Amount and shall set forth in detail the calculation thereof). For purposes
of this Section 9.12, "Excess Amount" means the amount by which such payment
exceeds the amount which would have been received by such holder and
Indenture Trustee in respect of such principal or interest if Owner
Participant had not become subject to the recourse liability referred to in
clause (b) above. Nothing contained in this Section 9.12 shall prevent
Indenture Trustee or any Noteholder from enforcing any personal recourse
obligations (and retaining the proceeds thereof) of Owner Participant under
the Participation Agreement.

The Noteholders and Indenture Trustee agree that should the Trust Estate
become a debtor subject to the reorganization Provisions of the Bankruptcy
Act, they shall upon the request of Owner Participant, and provided that the
making of the election hereinafter referred to is permitted to be made by
them under Applicable Law and will not have any adverse impact on any
Noteholder, Indenture Trustee or the Indenture Estate other than as
contemplated by the preceding paragraph, make the election referred to in
Section 1111(b)(1)(A)(i) of Title 11 of the Bankruptcy Act or any successor
provision if, in the absence of such election, the Noteholders would have
recourse against Owner Participant for the payment of the indebtedness
represented by the Notes in circumstance in which such Noteholders would not
have recourse under this Indenture if the Trust Estate had not become a
debtor under the Bankruptcy Act.

(Remainder of Page Intentionally Left Blank)

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed on the day and year first above written.

Signed, sealed and delivered this WILMINGTON TRUST COMPANY, not in its
____ day of ___________, 1997 individual capacity but solely as
in the presence of : Owner Trustee under the Trust
Agreement

By:
- --------------------------- ---------------------------------
Name:
Title:

- ---------------------------
Notary Public
Attest:
-----------------------------
My commission expires: Name:
Title:
- ---------------------
[CORPORATE SEAL]
[NOTARY SEAL]

<PAGE>

Signed, sealed and delivered this NATIONSBANK, N.A., acting through its
____ day of ___________, 1997 agent, THE BANK OF NEW YORK, not in
in the presence of : its individual capacity but solely as
Owner Trustee under the Trust
Agreement
- ---------------------------

By:
- --------------------------- ---------------------------------
Notary Public Name:
Title:
My commission expires:

Attest:
- --------------------------- -----------------------------
Name:
[NOTARY SEAL] Title:

[CORPORATE SEAL]

Signed, sealed and delivered this THE BANK OF NEW YORK TRUST COMPANY OF
____ day of ___________, 1997 FLORIDA, N.A., as Indenture Trustee
in the presence of : under this Amended and Restated
Indenture of Trust, Deed to Secure
Debt and Security Agreement No. 2
- ---------------------------

By:
- --------------------------- ----------------------------------
Notary Public Name:
Title:

My commission expires:
Attest:
- --------------------------- -----------------------------
Name:
[NOTARY SEAL] Title:

[CORPORATE SEAL]

<PAGE>

Pursuant to Section 11.3 of the Participation Agreement No. 2, the
undersigned hereby consents to, and acknowledges receipt of, an executed
counterpart of this Indenture.

Signed, sealed and delivered this OGLETHORPE POWER CORPORATION
____ day of ___________, 1997 (AN ELECTRIC MEMBERSHIP CORPORATION)
in the presence of :

By:
- --------------------------- ----------------------------------
Name:
Title:
- ---------------------------
Notary Public
Attest:
My commission expires: ------------------------------
Name:
- --------------------------- Title:

[NOTARY SEAL]
[CORPORATE SEAL]