oglethorpe draft loan agreement

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Chadbourne & Parke LLP Draft of February 11, 2013

CPAM: 4096132.22

LOAN GUARANTEE AGREEMENT

dated as of [_________]

among

OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIPCORPORATION), as Borrower,

and

U.S. DEPARTMENT OF ENERGY, as Guarantor

Plant Vogtle Nuclear Units 3&4

Burke County, Georgia

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LOAN GUARANTEE AGREEMENT ...........................................................................................1 RECITALS ..................................................................................................................................1 ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION ....................................................2

1.1. Definitions................................................................................................................21.2. Rules of Interpretation. ............................................................................................21.3. Conflict with FFB Credit Facility Documents. ........................................................2

ARTICLE 2 FUNDING ...................................................................................................................2 2.1. Summary of Key Terms; Financial Plan. .................................................................2 2.2. Availability of Advances. ........................................................................................42.3. Mechanics for Requesting Advances. ......................................................................4 2.4. Mechanics for Funding Advances. ..........................................................................5 2.5. Advance Requirements under the FFB Credit Facility Documents.........................62.6. No Approval of Work. .............................................................................................62.7. Borrower Funding Commitments. ...........................................................................6

ARTICLE 3 PAYMENTS; PREPAYMENTS ................................................................................6 3.1. Place and Manner of Payments. ...............................................................................6 3.2. Interest Provisions Relating to All Advances. .........................................................9 3.3. Prepayments. ............................................................................................................9 3.4. Payment of Credit Subsidy Cost and Fees. ............................................................11 3.5. Evidence of Debt....................................................................................................12

ARTICLE 4 CONDITIONS PRECEDENT TO ADVANCES .....................................................12

4.1. Conditions Precedent to Guarantee Issuance Date and Initial Advance. ...............124.2. Conditions Precedent to Each Advance. ................................................................22

ARTICLE 5 REPRESENTATIONS AND WARRANTIES .........................................................25 5.1. Organization. ..........................................................................................................25 5.2. Authorization; No Conflict. ...................................................................................25 5.3. Legality; Validity; Enforceability. .........................................................................26 5.4. Capitalization. ........................................................................................................26 5.5. Title. ....................................................................................................................26 5.6. Security Interests. ...................................................................................................265.7. Required Consents. ................................................................................................275.8. Governmental Judgments.......................................................................................27 5.9. Tax. ....................................................................................................................285.10. Compliance with Governmental Rules. .................................................................28

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5.11. Environmental, Health and Safety Matters. ...........................................................28 5.12. Investment Company Act. .....................................................................................295.13. Regulation of Credit Parties. ..................................................................................29 5.14. [Intentionally Omitted.] .........................................................................................295.15. ERISA. ...................................................................................................................29 5.16. [Intentionally Omitted.] .........................................................................................305.17. No Defaults or Alternate Amortization Events ......................................................30 5.18. No Judgment Liens; No Delinquent Indebtedness. ................................................31 5.19. Sufficiency of Project Documents. ........................................................................31 5.20. Financial Statements. .............................................................................................325.21. Project Milestone Schedule; Construction Budget; and Borrower Base

Case Projections. ...................................................................................................32 5.22. Sufficient Funds. ....................................................................................................325.23. Fees and Enforcement. ...........................................................................................325.24. Immunity. ...............................................................................................................33 5.25. No Additional Fees. ...............................................................................................33

5.26. U.S. Government Requirements. ...........................................................................33 5.27. Insolvency Proceedings; Solvency. .......................................................................34 5.28. Use of Proceeds......................................................................................................34 5.29. No Material Adverse Effect. ..................................................................................35 5.30. Certain Program Requirements. .............................................................................355.31. No Omissions. ........................................................................................................35 5.32. Litigation. ...............................................................................................................35

ARTICLE 6 AFFIRMATIVE COVENANTS...............................................................................366.1. Information Covenants...........................................................................................36 6.2. Books, Records and Inspections; Accounting and Auditing Matters. ...................446.3. Maintenance of Insurance. .....................................................................................466.4. Maintenance of Existence. .....................................................................................466.5. Tax, Duties, Expenses, and Liabilities. ..................................................................46 6.6. Proper Legal Form. ................................................................................................466.7. Construction and Operation of Project. .................................................................46 6.8. Use of Proceeds......................................................................................................47 6.9. Title to Collateral. ..................................................................................................476.10. Creation and Perfection of Security Interests; Additional Documents;

Filings and Recordings. .........................................................................................476.11. Acceptance, Startup and Testing............................................................................486.12. Technology. ...........................................................................................................48 6.13. Compliance with Certain U.S. Government Requirements. ..................................496.14. Termination of EPC Contract. ...............................................................................52 6.15. Cargo Preference Act. ............................................................................................526.16. Rates and Coverage Ratios. ...................................................................................526.17. Mortgage Indenture Affirmative Covenants. .........................................................53

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ARTICLE 7 NEGATIVE COVENANTS .....................................................................................537.1. Liens. ....................................................................................................................53 7.2. Mergers, Consolidations and Asset Transfers. ......................................................53 7.3. Affiliate Transactions.............................................................................................54

7.4. Commissions. .........................................................................................................54 7.5. Use of Non-AP1000 Reactor Technology. ............................................................55 7.6. Replacement or Removal of the Operator or Owners' Agent. ...............................557.7. Limitations on Certain Types of Contracts. ...........................................................55 7.8. Rate Reductions. ....................................................................................................557.9. Indenture Restrictions. ...........................................................................................567.10. Notice to DOE; Objection of DOE. .......................................................................57 7.11. Mortgage Indenture Negative Covenants. .............................................................57 7.12. Amendments to Mortgage Indenture. ....................................................................57

ARTICLE 8 EVENTS OF DEFAULT; REMEDIES ....................................................................58 8.1. Events of Default. ..................................................................................................588.2. Remedies for Events of Default. ............................................................................628.3. Appointment of a Receiver. ...................................................................................63

ARTICLE 9 REIMBURSEMENT AGREEMENT .......................................................................63 9.1. Reimbursement Obligation. ...................................................................................63 9.2. Payments and Computations. .................................................................................64 9.3. Obligations Absolute. ............................................................................................649.4. Security. .................................................................................................................66 9.5. DOE Rights. ...........................................................................................................66 9.6. Further Assurances.................................................................................................67

ARTICLE 10 MISCELLANEOUS ...............................................................................................6710.1. Addresses. ..............................................................................................................67 10.2. Further Assurances.................................................................................................67 10.3. Delay and Waiver. .................................................................................................6810.4. Right of Set Off. .....................................................................................................68 10.5. Amendment or Waiver. ..........................................................................................6910.6. Entire Agreement. ..................................................................................................6910.7. Governing Law. .....................................................................................................69

10.8. Severability. ...........................................................................................................69 10.9. Financial Statements. .............................................................................................6910.10. Limitation on Liability. ..........................................................................................6910.11. Waiver of Jury Trial. ..............................................................................................7010.12. Consent to Jurisdiction. ..........................................................................................7010.13. Successors and Assigns..........................................................................................7110.14. Participations..........................................................................................................71

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10.15. Reinstatement. ........................................................................................................71 10.16. No Partnership; Etc. ...............................................................................................7210.17. Payment of Costs and Expenses. ...........................................................................72 10.18. Counterparts. ..........................................................................................................75 10.19. No Prejudice to IRS Determination of Tax Basis. .................................................75 10.20. Consent to Certain Information Exchanges. ..........................................................75

DEFINITIONS .................................................................................................................................1 RULES OF INTERPRETATION ....................................................................................................1 DAVIS-BACON ACT REQUIRED PROVISIONS .......................................................................1DAVIS-BACON ACT COVERED CONTRACTS ......................Error! Bookmark not defined.DAVIS-BACON ACT WAGE DETERMINATION(S) .................................................................1

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Exhibits to the Loan Guarantee Agreement

Exhibit A DefinitionsExhibit B Rules of Interpretation

Exhibit C-1 Form of Borrower Guarantee Issuance Date CertificateExhibit C-2 Form of Borrower Advance Date CertificateExhibit D-1 Form of Lender's Engineer Guarantee Issuance Date

CertificateExhibit D-2 Form of Lender's Engineer Advance Date CertificateExhibit E Form of Insurance Advisor CertificateExhibit FExhibit GExhibit H

Form of Advance NoticeDavis-Bacon Act Required ProvisionsForm of Lien Waivers and Releases

Exhibit I Form of EPC Contractor's Affidavit

Schedules to the Loan Guarantee Agreement

Schedule 5.4 Equity Interests in the BorrowerSchedule 5.7Schedule 5.8

Required ConsentsGovernmental Judgments

Schedule 5.11(a)Schedule 5.32

Compliance with Environmental LawsLitigation

Schedule 6.3 Required InsurancesSchedule 6.13(h)(i) Davis-Bacon Act Wage DeterminationsSchedule 10.1 Addresses

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LOAN GUARANTEE AGREEMENT

This LOAN GUARANTEE AGREEMENT (this "Agreement"), dated as of [_________],is by and among (i) Oglethorpe Power Corporation (An Electric Membership Corporation), anelectric membership corporation organized and existing under the laws of Georgia (the"Borrower") and (ii) the U.S. DEPARTMENT OF ENERGY, acting by and through theSecretary of Energy (or appropriate authorized representative thereof), for itself as guarantor ofthe Advances (as defined herein) (in such capacity, "DOE" or the "Guarantor").

RECITALS

WHEREAS, the Borrower, together with each of the other Owners, intends to expand thefacilities at the existing nuclear power generating facility commonly known as the Alvin W.Vogtle Electric Generating Plant located in Burke County, Georgia, near Waynesboro, Georgia,on the west bank of the Savannah River, by developing, constructing, owning, operating andmaintaining a nuclear generating facility, consisting of two (2) Westinghouse AP1000 nuclearreactors, each with a nominally rated generating capacity of 1,102 MW, natural draft cooling

towers, intake and discharge structures, associated transmission facilities, fuel and ancillarystructures supporting the power generation process (together, the "Project"), located adjacent tosuch existing facility.

WHEREAS, the Borrower, in furtherance of its obligations with respect to the Project,has requested that:

(i) FFB enter into the FFB Note Purchase Agreement to evidence itsagreement to make Advances in an aggregate principal amount not to exceed [three billion fifty-seven million sixty-nine thousand four hundred and sixty-one Dollars ($3,057,069,461)], and

(ii) the Guarantor guarantee the repayment of the DOE Guaranteed Loanpursuant to the DOE Guarantee.

WHEREAS, the Borrower has entered into that certain Mortgage Indenture, pursuant towhich the Borrower has granted security title to, and a security interest in, substantially all of itsreal and personal property to secure its obligations under the FFB Credit Facility Documents andto secure certain other indebtedness.

WHEREAS, the execution of this Agreement is a condition precedent to DOE's issuanceof the DOE Guarantee, and FFB's receipt of the DOE Guarantee is a condition precedent toFFB's execution of the FFB Credit Facility Documents.

NOW, THEREFORE, in consideration of the foregoing, DOE's entering into thisAgreement, and other good and valid consideration, the receipt and adequacy of which arehereby expressly acknowledged, the parties hereby agree as follows:

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ARTICLE 1DEFINITIONS; RULES OF INTERPRETATION

1.1. Definitions.Except as otherwise expressly provided herein, capitalized terms used in this Agreement and itsexhibits and schedules shall have the meanings given in Exhibit A hereto.

1.2. Rules of Interpretation.Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit Bhereto shall apply to this Agreement.

1.3. Conflict with FFB Credit Facility Documents.Except as otherwise expressly provided herein, in the case of any conflict between the terms ofthis Agreement and the terms of any FFB Credit Facility Document, the terms of this Agreement,

as between the Borrower and the Credit Parties party thereto, shall control.

ARTICLE 2FUNDING

2.1. Summary of Key Terms; Financial Plan.2.1.1. Summary of Key Terms.

The following is a summary of certain key terms, conditions and dates. To the extent of anyinconsistency between the provisions of this Section 2.1 and any other provision of thisAgreement, the provisions of this Agreement other than this Section 2.1 shall control:

Base Project Costs U.S. Dollars ($)

Eligible Base Project Costs

Ineligible Base Project Costs

Base Project Costs

Funding of Eligible Base Project Costs

Guaranteed Loan Amount

Base Funding

Funding of Ineligible Base Project Costs

Base Funding

Total Sources of Funds

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Completion of Project

Anticipated Completion Date

Certain Key Terms

First Principal Payment Date

Maturity Date

Outside Date for Availability Period

[Other]1

2.1.2. Financial Plan.The proposed sources and uses of financing with respect to the Borrower's Undivided Interest inthe Project are set forth in the Financial Plan below:

SOURCES:

Debt

DOE Guaranteed Loans $

Borrower Funding

Base Funding $

Total BorrowerFunding

$

TOTAL SOURCES $

USES:2

Certified Plant in Service Costs: $_______

Independent Evaluator and Monitoring Costs: $_______

Financing Cost: $_______

1 DOE Loan Monitoring to advise what additional information, if any, should be included in the summary of keyterms.

2 The "Uses" section of the Financial Plan to be developed by Borrower.

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Nuclear Fuel Costs: $_______

Transmission Grid Costs: $_______

TOTAL USES (BASE PROJECT COSTS): $_______

2.2. Availability of Advances.2.2.1. Availability.

Subject to the satisfaction (or waiver by DOE) of each applicable condition precedent set forth inthis Agreement and satisfaction (or waiver by FFB) of each applicable condition precedent in theFFB Credit Facility Documents, Advances shall be made during the Availability Period.

2.2.2. Loan Commitment Reductions and Cancellations.The Borrower may, on not less than fifteen (15) days prior written notice to DOE and upon thesatisfaction of any consent requirement or other applicable provisions of each FFB CreditFacility Document, permanently reduce the unutilized portions of the FFB Credit FacilityCommitment, in whole or in part, but only if:

(a) each partial reduction is in an amount permitted under the FFB Credit FacilityDocuments;

(b) the Borrower certifies in writing that such reduction could not reasonably beexpected to impair the ability of the Project to be completed by the Anticipated CompletionDate; and

(c) upon such cancellation or reduction, the Borrower pays all fees, PeriodicExpenses, and other amounts then due with respect to such cancellation or reduction under theLoan Documents.

Once reduced or canceled, the FFB Credit Facility Commitment, or cancelled portion thereof,shall not be increased or reinstated.

2.2.3. No Obligation to Make Advances.Nothing in this Agreement obligates the Credit Parties to make Advances to the Borrower. AnyAdvances will be made solely by FFB pursuant to the FFB Credit Facility Documents.

2.3. Mechanics for Requesting Advances.2.3.1. Advance Notices.(a) The Borrower may request an Advance by delivering to DOE, with a copy to the

Lender's Engineer, at any time not less than eighteen (18) Business Days prior to the RequestedAdvance Date (or, in the case of the initial Advance, such shorter period as agreed by DOE in itssole discretion), an appropriately completed Advance Notice with respect to such Advance.

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Without DOE's written consent, the Borrower may not request an Advance more frequently thanonce per calendar quarter.

(b) Each Advance Notice shall be in the form set forth in Exhibit F or otherwise inform and substance acceptable to DOE.

2.4. Mechanics for Funding Advances.2.4.1. Satisfaction of Conditions Precedent. If DOE determines that (i) the Advance

Notice has been satisfactorily completed, (ii) all conditions precedent set forth in Article 4applicable to the requested Advance have been satisfied (or waived) and (iii) the FFB AdvanceRequest and all other certificates and documentation required under the FFB Credit FacilityDocuments in respect of the requested Advance have been provided and are satisfactory (or havebeen waived), then, no later than fifteen (15) Business Days from DOE's receipt of the AdvanceNotice with respect to such Advance (or, in the case of the initial Advance, such shorter periodas agreed by DOE in its sole discretion), DOE shall sign the FFB Advance Request ApprovalNotice attached to the FFB Advance Request accompanying such Advance Notice, and forward

it together with such FFB Advance Request to FFB with a copy to the Borrower and the Lender'sEngineer.

2.4.2. Drawstop Notices.(a) Issuance. At any time after DOE forwards an Advance Notice to FFB and prior to

the FFB's making of the Advance requested therein, whether or not DOE has issued an FFBAdvance Request Approval Notice, DOE may issue a notice (a "Drawstop Notice") to FFBpursuant to Section 7.4(d) of the FFB Note Purchase Agreement or otherwise pursuant to theFFB Credit Facility Documents, if DOE has determined that:

(i)

the conditions in Article 4 with respect to such Advance are not met or,having been met, are no longer met; or

(ii) the conditions precedent to such Advance contained in the FFB CreditFacility Documents are not met or, having been met, are no longer met.

(b) Consequences. If a Drawstop Notice is issued, the requested Advance shall notbe made, unless DOE shall have delivered a notice to FFB indicating that DOE has waived theconditions precedent referred to in clauses (a)(i) and (ii) that were not met or were no longer metor that such conditions precedent have been met to its satisfaction (such notice, a "DrawstopWithdrawal Notice"). The issuance of a Drawstop Notice shall not preclude the Borrower fromresubmitting an Advance Notice within the same or subsequent calendar quarter(notwithstanding Section 2.3.1) with respect to all or any portion of the same Advance.

(c) Costs. The Borrower shall pay all expenses incurred by DOE, FFB and theTrustee (including all fees and Periodic Expenses of the Independent Consultants) in respect ofany Advance that is not made due to the issuance of a Drawstop Notice.

(d) Copies to Borrower; No Effect on Validity. DOE shall make commerciallyreasonable efforts to provide a copy of each Drawstop Notice and Drawstop Withdrawal Notice

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to the Borrower upon the issuance thereof, provided that the failure to deliver a copy of any suchnotice to the Borrower shall have no effect on its validity.

2.4.3. No Liability.No Credit Party shall have any liability to the Borrower or any Affiliate thereof or to any otherPerson solely arising from the issuance of or failure to issue for any reason (including due to anUncontrollable Cause as defined both hereunder and in the FFB Note Purchase Agreement) anyFFB Advance Request Approval Notice, Drawstop Notice, or any other notice contemplated bythis Section 2.4, except in each case to the extent of such Credit Party's gross negligence orwillful misconduct as determined by a court of competent jurisdiction in a final non-appealableGovernmental Judgment.

2.5. Advance Requirements under the FFB Credit Facility Documents.Notwithstanding anything to the contrary contained in this Article 2, the Borrower also shallcomply with all disbursement requirements set forth in the FFB Credit Facility Documents.

2.6. No Approval of Work.None of (x) the signing of any FFB Advance Request Approval Notice by DOE, (y) DOE'sforwarding any FFB Advance Request Approval Notice, FFB Advance Request or AdvanceNotice to FFB or (z) the making of any Advance under the Loan Documents shall be deemed anapproval or acceptance by any Credit Party of any work, labor, supplies, materials or equipmentfurnished or supplied with respect to the Project.

2.7. Borrower Funding Commitments.Prior to or concurrently with each Advance, the Borrower agrees to pay from sources other thanthe DOE Guaranteed Loans, (i) at least 30% of the Eligible Base Project Costs being financed orreimbursed using the proceeds of such Advance or otherwise incurred to date and 100% of allIneligible Base Project Costs previously incurred or then required to be paid (such obligation, the"Base Funding Commitment") and (ii) 100% of all Overrun Project Costs previously incurred orthen required to be paid (if any) (such obligation, the "Overrun Funding Commitment" and,together with the Base Funding Commitment, collectively, the "Funding Commitments");provided, that the Funding Commitments shall terminate (a) upon delivery of an AlternateAmortization Notice regarding the occurrence of any Alternate Amortization Event described inclause (v) of the definition of Alternate Amortization Event or (b) in the event the FFB CreditFacility Commitment is terminated for any reason.

ARTICLE 3PAYMENTS; PREPAYMENTS

3.1. Place and Manner of Payments.3.1.1. Generally.

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(a) All payments due under the DOE Guaranteed Loan shall be made by theBorrower pursuant to the terms of the FFB Credit Facility Documents and as specified herein.

(b) Alternate Amortization Events. Upon the occurrence of an AlternateAmortization Event:

(i) DOE may (A) suspend or terminate the commitment to guarantee anyfurther Advances and (B) suspend or terminate the FFB Credit Facility Commitment; and

(ii) DOE may deliver an Alternate Amortization Notice to the Borrower.(c) Effect of Alternate Amortization Notice. Upon delivery to the Borrower of an

Alternate Amortization Notice, the Borrower agrees to repay the outstanding principal amount ofthe DOE Guaranteed Loans, commencing on the next Quarterly Payment Date immediatelyfollowing the Borrower's receipt of such notice, in twenty (20) consecutive quarterly installments(each reflecting an equal amount of principal repayment) on each Quarterly Payment Date (the"Alternate Amortization Schedule"). Repayments of the DOE Guaranteed Loans shall be

applied, and shall be subject to the terms and conditions (including conditions as to premiums ordiscounts), as set forth in the FFB Credit Facility Documents. From and after the delivery of anAlternate Amortization Notice, the Borrower shall continue to perform and observe all otherobligations under the Loan Documents to which it is a party until the Secured Obligations shallhave been paid in full, subject in all cases to the survival of any provisions of the LoanDocuments that survive such payment in full.3

3.1.2. Net of Tax, Etc.(a) Tax. Any and all payments to any Credit Party by the Borrower hereunder or

under any other Loan Document shall be made free and clear of, and without deduction for, any

and all Taxes excluding (i) taxes imposed on or measured by the net income (howeverdenominated) of such Credit Party by any jurisdiction or any political subdivision or taxingauthority thereof or therein solely as a result of a present or former connection between suchCredit Party and such jurisdiction or political subdivision (other than any connection arising as aresult of the transactions contemplated by the Loan Documents), and (ii) any withholding Taxesor other Tax based on gross income imposed by the United States of America (all such Taxes,"Covered Taxes"). If the Borrower shall be required by law to withhold or deduct any CoveredTaxes from or in respect of any sum payable hereunder or under any other Loan Document toany Credit Party, (A) the sum payable shall be increased as may be necessary so that aftermaking all such required deductions (including deductions applicable to additional sums payableunder this Section 3.1.2), such Credit Party receives an amount equal to the sum it would have

3 Note: If agreed by FFB, the substance of this provision would need to be addressed in Section 8 (Payment ofPrincipal) of the FFB Promissory Note. We do not know if this provision as drafted is feasible for FFB. Also,payments to FFB pursuant to the Alternate Amortization Schedule would need to be accompanied by anyassociated funding cost or benefit resulting from the changes to the repayment schedule.

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received had no such deductions been made, (B) the Borrower shall make such deductions and(C) the Borrower shall pay the full amount deducted to the relevant taxation authority or otherauthority in accordance with all Governmental Rules. If the Borrower shall make any paymentwith respect to Covered Taxes under this clause (a) to or for the benefit of any Credit Party and ifsuch Credit Party shall claim any credit or deduction for such Covered Taxes against any other

Taxes payable by such Credit Party that are not Covered Taxes, then such Credit Party shall payto the Borrower an amount equal to the amount such Credit Party determines, absent manifesterror, is the amount by which such other Taxes are actually reduced; provided that the aggregateamount payable by such Credit Party pursuant to this sentence shall not exceed the aggregateamount previously paid by the Borrower with respect to such Covered Taxes.

(b) Indemnity. The Borrower hereby indemnifies each Credit Party for the fullamount of Covered Taxes (including any Covered Taxes imposed by any jurisdiction on amountspayable under this Section 3.1.2) paid by any Credit Party, whether or not such Covered Taxeswere correctly or legally asserted. Each Credit Party shall give notice to the Borrower of theassertion of any claim against such Credit Party relating to such Credit Party's Covered Taxes aspromptly as is practicable after being notified of such assertion; provided that any failure tonotify the Borrower promptly of such assertion shall not relieve the Borrower of its obligationunder this Section 3.1.2, except, with respect to any such notice given by a Credit Party morethan ninety (90) days after such Credit Party has notice or knowledge of such claim, to the extentthat the Borrower is actually prejudiced by such failure. Payments by the Borrower pursuant tothis indemnification shall be made within ten (10) days after the date such Credit Party makeswritten demand therefor (which may be submitted through DOE), which demand shall beaccompanied by a certificate describing in reasonable detail the basis thereof. Each Credit Partyagrees to repay to the Borrower any refund (including that portion of any interest that wasincluded as part of such refund with respect to Covered Taxes paid by the Borrower pursuant tothis clause (b) for the period following such Borrower payment) received by such Credit Partyfor Covered Taxes that were paid by the Borrower pursuant to this clause (b), and to providereasonable assistance to the Borrower (at the expense of the Borrower) to contest any suchCovered Taxes that such Credit Party or the Borrower reasonably believes not to have beenproperly assessed.

(c) Notice. Within ten (10) days after the date of any payment of Covered Taxes bythe Borrower, the Borrower shall furnish to each affected Credit Party the original or a certifiedcopy of a receipt evidencing such payment or, if the relevant tax authority has not provided theBorrower with such a receipt, shall furnish such other evidence of such payment as may beavailable to the Borrower (in which case the Borrower shall promptly request a receipt from therelevant tax authority, and so furnish the original or a certified copy thereof promptly on receiptthereof). The Borrower shall compensate each Credit Party for all reasonable losses and

expenses sustained by such Credit Party as a result of any failure by the Borrower to so furnishsuch copy of such evidence or, if available, such receipt.

(d) Survival of Obligations. The obligations of the Borrower under this Section 3.1.2shall survive the termination of this Agreement and the repayment of the Secured Obligations.

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3.2. Interest Provisions Relating to All Advances.3.2.1. Interest Account and Interest Computations.(a) Interest shall accrue on the unpaid principal amount of each Advance from the

date such Advance is disbursed or deemed disbursed pursuant to the FFB Credit FacilityDocuments, to the date such Advance is paid in full, at a rate per annum relating thereto asspecified in the FFB Promissory Note.

(b) The Borrower hereby authorizes DOE to record in an account or accountsmaintained by DOE (A) the interest rates applicable to all Advances, (B) the interest periods foreach Advance outstanding, (C) the date and amount of each principal and interest payment on theDOE Guaranteed Loan, and (D) such other information as DOE may determine is necessary forthe computation of interest payable by the Borrower hereunder.

(c) All computations of interest (including with respect to the Late Charge Rate onOverdue Amounts or any unpaid amounts under the Loan Documents, but excluding interest

pursuant to Section 9.2.1) shall be made pursuant to the procedures set forth in the relevant FFBCredit Facility Documents.

(d) The parties to this Agreement acknowledge that the amount of interest permittedto be capitalized in accordance with the FFB Promissory Note is zero (0).

3.2.2. Interest Payment Dates.Subject to the terms of the FFB Credit Facility Documents, the Borrower shall pay accruedinterest on the outstanding principal amount of each Advance on each Quarterly Payment Date,on prepayment (to the extent thereof), and at maturity (whether by acceleration or otherwise).

3.3. Prepayments.3.3.1. Terms of all Prepayments.(a) With respect to any prepayment of the DOE Guaranteed Loans, in whole or in

part, and whether such prepayment is voluntary or mandatory, including a prepayment uponacceleration pursuant to the Mortgage Indenture, the Borrower shall comply with all applicableterms and provisions of the FFB Note Purchase Agreement.

(b) All prepayments of the DOE Guaranteed Loans shall be applied in accordancewith the FFB Credit Facility Documents.

(c) The Borrower may not reborrow any amount of any DOE Guaranteed Loan that isprepaid. Any interest rate reset for any Advance as provided in the FFB Credit FacilityDocuments shall not be considered for purposes hereof prepayment of principal.

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3.3.2. Voluntary Prepayments.Prior to the end of the Availability Period, without the consent of DOE, the Borrower may notprepay the DOE Guaranteed Loans (i) in part or (ii) in whole unless, in the case of thisclause (ii), the Borrower simultaneously cancels the outstanding FFB Credit FacilityCommitment. After the end of the Availability Period, the Borrower may prepay the principalamount of any Advance in whole or in part upon no less than five (5) Business Days' priorwritten notice submitted by the Borrower to the Credit Parties. Any prepayment in whole or inpart shall be subject to satisfaction of the following conditions:

(a) compliance with any restrictions contained in the FFB Credit Facility Documents,including (i) with respect to the DOE Guaranteed Loans, any "No-Call Period" specified in theFFB Note Purchase Agreement, if any, and (ii) satisfaction of any minimum amount requirementof the FFB Credit Facility Documents; and

(b) payment of all accrued and unpaid interest on such principal amount, and anyother fees and Periodic Expenses then payable, including any prepayment premiums, or other

amounts as may be required under the Loan Documents.

3.3.3. Mandatory Prepayments.(a) Mandatory Prepayments in connection with Certain Events of Taking. The

Borrower shall be required to make a mandatory prepayment of the DOE Guaranteed Loans if, asa result of any Event of Taking, the Borrower receives any Condemnation Proceeds, in theamount of any such Condemnation Proceeds received by or on behalf of the Borrower inconnection with such Event of Taking. Any mandatory prepayment under this clause (a) shall bemade no later than the Payment Date immediately following the receipt of such CondemnationProceeds.

(b) Mandatory Prepayments in Connection with Certain Applications of Advances. Ifthe Borrower fails to apply the proceeds of any Advance to Eligible Project Costs in accordancewith the applicable Advance Notice or as otherwise approved by DOE, then:

(i) DOE may (A) suspend or terminate the commitment to guarantee anyfurther Advances and (B) suspend or terminate the FFB Credit Facility Commitment;

(ii) DOE may deliver a Mandatory Prepayment Notice to the Borrower; and(iii) within ninety (90) days after delivery to the Borrower of a Mandatory

Prepayment Notice, the Borrower shall be required to make a mandatory prepayment of the DOE

Guaranteed Loans in the amount of such misapplied proceeds.

(c) Effect. Mandatory prepayments of the DOE Guaranteed Loans shall be applied,and shall be subject to the terms and conditions (including conditions as to prepaymentpremiums or discounts), as set forth in the FFB Credit Facility Documents. Subject to clause (b)of the proviso to Section 2.7, from and after the delivery of a Mandatory Prepayment Notice, theBorrower shall continue to perform and observe all other obligations under the Loan Documents

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to which it is a party until the Secured Obligations shall have been paid in full, subject in allcases to the survival of any provisions of the Loan Documents that survive such payment in full.

3.4. Payment of Credit Subsidy Cost and Fees.(a) Prior to or concurrently with the issuance of the DOE Guarantee, the Borrower

shall pay to DOE, (i) the remaining portion of the DOE Loan Facility Fee, (ii) the Credit SubsidyCost in respect of the DOE Guarantee, as determined by DOE and approved by OMB (the "DOEGuaranteed Loan Credit Subsidy Cost"), and (iii) in accordance with subsection (c), the initialinstallment of the DOE Maintenance Fee.

(b) The Borrower shall pay to FFB the fees payable to FFB from time to time inaccordance with the requirements of the FFB Credit Facility Documents.

(c) The Borrower shall pay to DOE the DOE Maintenance Fee each year in advanceuntil satisfaction in full of the Secured Obligations, commencing on the Guarantee IssuanceDate, and on January 1 of each calendar year thereafter; provided that (i) for the calendar year in

which the Guarantee Issuance Date occurs, the DOE Maintenance Fee shall be pro-rated on adaily basis for the number of days starting with the Guarantee Issuance Date and ending onDecember 31 of such calendar year and (ii) for the calendar year in which the Maturity Date isscheduled to occur, the DOE Maintenance Fee shall be pro-rated on a daily basis for the numberof days starting with January 1 of such calendar year and ending on the Maturity Date, providedthat, in the case of this subclause (ii), if all Secured Obligations have not been satisfied as of theMaturity Date, then the Borrower shall promptly pay to DOE the balance of the DOEMaintenance Fee for such calendar year.

(d) The Borrower shall pay to DOE the DOE Modification ReimbursementPayments, if any, in the amount(s) and at the time(s) reasonably determined by DOE.

(e) All DOE Guaranteed Loan Fees shall be paid on the dates due, in immediatelyavailable funds in Dollars, to DOE or FFB, as applicable. Once paid, the DOE Guaranteed LoanFees shall not be refundable under any circumstances.

(f) All amounts payable to DOE under this Section 3.4 shall be paid by wire transferto the following account, or to such other account as may be specified by DOE from time totime.

Bank:U.S. Treasury DepartmentABA #:0210-3000-4Account Name:TREASNYC/CTR/BNF = DAccount #:89000001OBI: Oglethorpe Power Corporation (An ElectricMembership Corporation), LGPO Loan No. [_____] [Facility $[#,####.##] and Maintenance $[#,####.##] fees]

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3.5. Evidence of Debt.(a) DOE shall maintain, in accordance with its usual practice, internal records

evidencing the amounts from time to time (i) advanced by FFB under the FFB Note PurchaseAgreement, (ii) paid by DOE with respect to the DOE Guarantee and, (iii) principal and interestamounts paid by the Borrower with respect to the foregoing. In the event of any conflict amongthe records of DOE and FFB, absent manifest error, the records of FFB shall prevail with regardsto clauses (i) and (ii) and the records of DOE shall prevail with regards to clause (iii).

ARTICLE 4CONDITIONS PRECEDENT TO ADVANCES

4.1. Conditions Precedent to Guarantee Issuance Date and Initial Advance.The obligation of the Guarantor to guarantee the initial Advance is subject to the priorsatisfaction (or waiver in writing), as determined in all cases by DOE, of each of the followingconditions precedent (and of any deliverable, as to its form and substance) as of the Guarantee

Issuance Date and to their continued satisfaction on the Advance Notice Date and the AdvanceDate for such initial Advance.

4.1.1. Loan Documents.DOE shall have received fully executed originals, in sufficient counterparts for each Credit Partythat is a party thereto, of each of the following documents:

(a) Loan Guarantee Agreement. This Agreement.(b) FFB Credit Facility Documents. Each of the following FFB Credit Facility

Documents:

(i) the FFB Program Financing Agreement;(ii) the FFB Note Purchase Agreement;(iii) the FFB Promissory Note;(iv) the DOE Reimbursement Note;(v) the DOE Guarantee; and(vi)

all other documents, certificates and instruments required to be deliveredon or before the Guarantee Issuance Date in connection with the foregoing.

(c) [Intentionally Omitted.](d) Security Documents. Each of the following Security Documents:

(i) the Mortgage Indenture;

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(b) No Material Adverse Effect. DOE shall have determined that no event orcondition shall have occurred since the date of the most recent audited and unaudited FinancialStatements of the Borrower delivered to DOE that had or could reasonably be expected to have amaterial adverse effect on the business, properties or financial condition of the Borrower or amaterial adverse effect on the ability of the Project to be completed.

4.1.6. Update of Conditional Commitment.Either (i) DOE shall have determined that there are not any material changes to the terms andconditions of the Conditional Commitment or (ii) at least thirty (30) days prior to the GuaranteeIssuance Date (or such shorter period as may be satisfactory to the DOE), DOE shall havereceived a written summary of any such changes[, which shall be approved by the Secretary ofEnergy and reflected in this Agreement].

4.1.7. Update of Credit Rating.DOE shall have received a credit rating of the Borrower from Moody's, S&P or Fitch dated no

more than thirty (30) days prior to the Guarantee Issuance Date, based on the updatedcommitment of DOE reflected in the FFB Credit Facility Documents and assuming that the FFBCredit Facility Commitment does not benefit from the DOE Guarantee.

4.1.8. COL; Required Consents.DOE shall have received (i) certification from the Borrower, together with such other evidenceas DOE may request, that all necessary consents and waivers under any other currentIndebtedness or Other Obligations of the Borrower (including the RUS) have been duly obtainedand are not subject to any conditions, except as disclosed to, and as are satisfactory to, DOE onSchedule 5.7, (ii) certification from the Borrower, together with such other evidence as DOE

may request, that the COL and all other Required Consents listed on Schedule 5.7 (except thoseidentified on Schedule 5.7 as to be obtained at a later stage in the development of the Project)have been duly obtained and are not subject to any waiting period or appeal (except for thewaiting periods and appeals that are disclosed to, and as are satisfactory to, DOE onSchedule 5.7), and (iii) a copy of the COL and each other Required Consent listed on Schedule5.7 and requested by DOE (except those identified on Schedule 5.7 as to be obtained at a laterstage in the development of the Project), certified by the Borrower as being true, correct andcomplete.

4.1.9. Insurance.[DOE shall have received (i) certification from the Borrower and the Insurance Advisor that allRequired Insurance is in place, and in full force and effect without default and all premiums duethereon (x) have been paid in full, (y) are to be paid with the proceeds of the initial Advance, or(z) are to be paid by other arrangements satisfactory to DOE, and (ii) certificates or policies withrespect to all Required Insurance, designating the Trustee as loss payee, as appropriate, and the

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Secured Parties as additional insureds, certified by the Borrower and the Insurance Advisor asbeing true, correct and complete.]9

4.1.10.Notice to Proceed; Conditions Precedent to Construction Contracts.DOE shall have received a copy of the "Full Notice to Proceed" (as defined in the EPCContract), certified by the Borrower as a true, complete and correct copy.

4.1.11.[Intentionally Omitted.]4.1.12.Security Interests.(a) Security Interests. DOE shall have received evidence (including evidence of the

obtainment of any amendments or consents as may be required under the Mortgage Indenturethat (i) all Liens in the Collateral intended to be created by the Security Documents have beencreated and, where appropriate, have been (or, subject to arrangements satisfactory to DOE, willbe) registered or otherwise perfected to create a first priority perfected Lien over the Collateral in

favor of the Trustee, and (ii) all conditions precedent or any other actions necessary under theMortgage Indenture for (x) the FFB Promissory Note to constitute an Additional Obligationunder the Mortgage Indenture, (y) the DOE Reimbursement Note to constitute a "CreditObligation" under the Mortgage Indenture, and (z) all Project assets attributable to theBorrower's Undivided Interest, including without limitation, all intellectual property and suchother Project assets attributable to the Borrower's Undivided Interest as DOE may require, toconstitute part of the Trust Estate under the Mortgage Indenture, in each case, shall have beensatisfied in accordance with the Mortgage Indenture (or arrangements satisfactory to DOE havebeen made so that it will be). To the extent each such Lien arises or attaches under theUniform Commercial Code of any jurisdiction in the U.S., it shall be valid and enforceable andshall constitute a first priority perfected security interest, subject only to Permitted Liens. In all

other cases, each such Lien shall be enforceable against the Borrower any subsequent lienor(including a judgment lienor), any junior lienor, or any transferee for or not for value, in bulk, byoperation of law, for the benefit of creditors, or otherwise.

(b) Filings. DOE shall have received evidence that (i) each of the SecurityDocuments has been (or arrangements satisfactory to DOE have been made so that it will be)duly filed and registered or recorded in every jurisdiction in which such filing and registration orrecording is necessary or advisable to make valid and effective the Liens intended to be createdthereby and the rights of the Secured Parties thereunder, (ii) all fees and duties in connectionwith such filing, registration or recording (x) have been paid in full, (y) are to be paid with theproceeds of the requested Advance, or (z) are to be paid by other arrangements satisfactory to

DOE.

9 All insurance provisions to be reviewed by the Insurance Advisor.

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Mortgage Indenture creates a first and prior Lien and security title on Borrower's UndividedInterest in and to the Project Site subject only to Permitted Liens and containing allendorsements requested by DOE and available in the State of Georgia.

4.1.20.Intellectual Property.DOE shall have received evidence that the Borrower, the Owners' Agent and the Operator ownor hold (or have available to them on commercially reasonable terms) a valid and enforceablelicense or right to use all Technology and Intellectual Property Rights necessary for theconstruction and operation of the Project through the Maturity Date (including all IntellectualProperty Rights granted or conferred under the IP Agreements).

4.1.21.[Environmental; ]Compliance with NEPA.(a) [Environmental. DOE has received certification from the Borrower, together with

such other evidence as DOE may reasonably request of satisfaction as of the Guarantee IssuanceDate of all material environmental requirements applicable to the Project (including required

mitigations and the receipt of any required environmental consultations and permits) pursuant toapplicable Environmental Laws and Governmental Approvals to the extent such materialenvironmental requirements are required to be satisfied as of the Guarantee Issuance Date (and,with respect to any such requirements that are required to be satisfied after the GuaranteeIssuance Date, DOE is reasonably satisfied with the Borrower's plan to comply with suchrequirements).]

(b) Compliance with NEPA. DOE has (i) adopted an Environmental ImpactStatement for the Project pursuant to NEPA, (ii) issued a Record of Decision with respect to theProject and (iii) received evidence of satisfaction of and compliance with all material additionalenvironmental requirements specified in the Environmental Impact Statement (or referenced

therein) and required to be complied with as of the Guarantee Issuance Date, and (iv) withrespect to any environmental requirements specified in the Environmental Impact Statement (orreferenced therein) and required to be complied with after the Guarantee Issuance Date, DOE issatisfied with the Borrower's plan to comply with such requirements.

4.1.22.Fuel Supply and Disposal.DOE shall have received evidence, including a certification from the Lender's Engineer, that theimplementation plans for the Project are sufficient to provide supply and disposal of nuclear fuelrequired to operate the Project in accordance with the COL, all applicable Governmental Rulesand the terms of the Fuel Supply Agreements.

4.1.23.Conditions Precedent to Each Advance.

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Each condition precedent to an Advance under Section 4.2 (except for the conditions precedentin Sections 4.2.1, 4.2.4, 4.2.8 and 4.2.913) shall have been satisfied (with any reference inSection 4.2 to an Advance Date being deemed for purposes of this Section 4.1.23 to refer to theGuarantee Issuance Date).

4.1.24.Conditions Precedent in FFB Credit Facility Documents.Each condition precedent to the initial Advance under the FFB Credit Facility Documents shallhave been satisfied as determined by FFB and DOE, as applicable.

4.1.25.Conditions Precedent in Transaction Documents.DOE shall have received such evidence as it may request, that (a) all conditions precedent to theobligations of any party to be performed as of the Guarantee Issuance Date under the EPCContract or any other contract necessary for the construction of the Project have been satisfiedand (b) all contracts that are required under the Project Plans to be in place as of the GuaranteeIssuance Date are in full force and effect.

4.1.26.Program Requirements.(a) All Program Requirements required to have been satisfied as of the Guarantee

Issuance Date shall have been satisfied.

(b) Central Contractor Registration. The Borrower has registered in the CCRdatabase.

(c) Patriot Act. Each of DOE and FFB have received all documentation and otherinformation required by regulatory authorities under the applicable "know your customer" andanti-money laundering rules and regulations, including the Patriot Act, customarily delivered tofinancial institutions in connection with a transaction such as the issuance of the DOEGuaranteed Loan.

4.1.27.Due Diligence Review.DOE shall have completed its due diligence review of the Project, the Borrower, the Members,the Owners' Agent, the Operator and all other matters related thereto and that the results thereofshall have been satisfactory to DOE.

4.1.28.DOE Approvals.DOE has received each of the following: (i) evidence that OMB has reviewed and approvedDOE's calculation of the DOE Guaranteed Loan Credit Subsidy Cost as of the GuaranteeIssuance Date, (ii) the action memorandum duly executed and delivered by the Secretary of

13 Under revision.

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Energy, authorizing the execution by DOE of the Loan Documents to which it is a party and theapportionment of the DOE Guaranteed Loan Credit Subsidy Cost and (iii) evidence that theForm SF132 Apportionment Request has been approved by OMB and the apportionment hasoccurred.

4.1.29.OMB Certification.OMB shall have certified in writing that the FFB Credit Facility Commitment, the DOEGuaranteed Loan and the Project comply with the provisions of the Omnibus AppropriationsAct, 2009, P.L. No. 111-8, Division C, Title III, as amended by Section 408 of the SupplementalAppropriations Act, 2009, P.L. No. 111-32.

4.1.30.No Alternate Amortization Event.DOE shall have received a Borrower Certificate, dated the Guarantee Issuance Date, certifyingas of such date that no Potential Alternate Amortization Event or Alternate Amortization Eventhas occurred and is continuing.

4.1.31.[Other].[Additional conditions identified by DOE following due diligence.]

4.2. Conditions Precedent to Each Advance.The obligation of the Guarantor to guarantee each Advance, including the initial Advance, issubject to the prior satisfaction (or waiver in writing), as determined in all cases by DOE, of eachof the following conditions precedent (and of any deliverable, as to its form and substance) as ofthe Advance Notice Date and to their continued satisfaction on the Advance Date for suchAdvance:

4.2.1. Updated Advance Schedule; Application of Advance Proceeds; Security underMortgage Indenture.

DOE shall have received:

(a) either (i) a proposed updated Advance Schedule, reflecting any changes to theestimated timing and amounts of proposed Advances and Base Funding to be provided, andcertified by the Borrower as being consistent in all material respects with the most recentConstruction Monitoring Report, the Construction Budget and the Project Milestone Schedule,provided that such proposed updated Advance Schedule shall not accelerate the estimated date of

disbursement of any Advance amounts reflected in the initial Advance Schedule deliveredpursuant to Section 4.1.4(d), or (ii) a certification from the Borrower that no changes to the then-current Advance Schedule are required;

(b) certification from the Borrower and the Lender's Engineer that the proceeds of therequested Advance will be needed for Eligible Project Costs that have been incurred by theapplicable Requested Advance Date, together with a description in reasonable detail of suchEligible Project Costs; and

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(c) certification from the Borrower that the Borrower has taken all actions anddelivered all documents and certificates (including to the Trustee, as applicable) such thatimmediately following disbursement of the requested Advance, the Borrower's obligations withrespect to such Advance are, and also with respect to all prior Advances, continue to be, securedby the first priority perfected Lien in the Collateral intended to be created by the Security

Documents.

4.2.2. Lien Waivers.With respect to each invoice of the EPC Contractor that is the subject of an Advance Request(whether via direct payment to the EPC Contractor or via reimbursement to the Borrower), DOEshall have received copies of (a) lien waivers and releases, in the form attached as Exhibit H,with respect to all work reflected in such invoice and (b) in the case of the invoice for the finalpayment from the Owners under the EPC Contract, the EPC Contractor's affidavit in the formattached as Exhibit I.

4.2.3. Fees and Expenses.DOE shall have received certification from the Borrower, and such other evidence as DOE mayreasonably request, that all required taxes, all FFB Credit Facility Fees, all Periodic Expenses,and all recordation and other costs and fees including those due in connection with the execution,delivery, filing, registration, or performance of the Loan Documents, the creation and perfectionof the security interests in the Collateral, in each case incurred and invoiced prior to the relevantdate (x) have been paid in full, (y) are to be paid with the proceeds of any requested Advance(only in the event that such amounts are Eligible Project Costs), or (z) are to be paid by otherarrangements satisfactory to DOE.

4.2.4. Consents and Approvals.DOE shall have received (i) an updated schedule reflecting the status of all Required Consents,certified by the Borrower as being true, correct and complete along with a certification from theBorrower that all Required Consents as may be required in connection with the proposedAdvance and as of the Advance Date have been obtained and are in full force and effect, otherthan Required Consents which, if not obtained as of the Advance Date, could not reasonably beexpected to have a Material Adverse Effect or a material adverse effect on the ability of theProject to be completed and (ii) copies of any such Required Consents requested by DOE.

4.2.5. Representations and Warranties; No Default; No Alternate Amortization Event.DOE shall have received certification from the Borrower, and DOE shall not have determinedthat such certification is untrue, that, on both the Advance Notice Date and the Advance Date,the representations and warranties in the Loan Documents (other than those in Sections 5.4, 5.8and 5.19(a), which are made only as of the Guarantee Issuance Date, and those that speak only asto an earlier date, which shall be true and correct as of such earlier date) are true and correct inall material respects, and no Event of Default, Potential Default, Potential AlternateAmortization Event or Alternate Amortization Event has occurred and is continuing.

4.2.6. Advance Certificates.

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DOE shall have received:

(a) a Borrower Certificate, substantially in the form of Exhibit C-2, confirming thatall conditions to the requested Advance have been satisfied and regarding the other mattersrequired to be certified by the Borrower as set forth in this Section 4.2; and

(b) a Lender's Engineer Certificate, substantially in the form of Exhibit D-2, dated asof the Advance Date, regarding the matters required to be certified by the Lender's Engineer asset forth in this Section 4.2.

4.2.7. Borrower Funding Commitments.DOE shall have received a certificate of an Authorized Official of the Borrower certifying thatthe amount of Base Funding and Overrun Funding provided by the Borrower prior to orconcurrently with the requested Advancehas been, or, prior to or concurrently with the requestedAdvance will be, applied to pay (A) at least 30% of the sum of the Eligible Base Project Costsbeing financed or reimbursed using the proceeds of the requested Advance plus all other Eligible

Project Costs incurred to date, (B) 100% of all Ineligible Base Project Costs previously incurredor then required to be paid, and (C) 100% of all Overrun Project Costs previously incurred orthen required to be paid.

4.2.8. Title Continuation.DOE shall have received a construction bringdown endorsement (dated as of a date not earlierthan five (5) Business Days prior to the relevant Advance Date insuring that the MortgageIndenture remains a first priority Lien on the Borrower's unencumbered fee title (subject only toPermitted Liens), under the relevant laws of the State of Georgia, and on the Borrower'sUndivided Interest in and to the Project Site as is necessary for the development of the Project.

Additionally, the Borrower shall cause the Title Company to issue an endorsement as to eachAdvance insuring that the Lien created by the Mortgage Indenture has priority over mechanics'liens resulting from work performed or materials supplied which are being paid or reimbursedwith the proceeds of such Advance.

4.2.9. Davis-Bacon Requirements.DOE shall have received a Borrower Certificate, dated as of the Advance Date, (a) certifying thatthe Borrower and, to the DBA Knowledge of Borrower, all DBA Contract Parties are in materialcompliance with all Davis-Bacon Requirements, except to the extent that the Davis-BaconRequirements have been waived by the Department of Labor, including pursuant to the DOLLetter, (b) identifying and describing the immaterial non-compliance with all Davis-BaconRequirements, (c) certifying that the Borrower has commenced the cure of such immaterial non-compliance and reasonably believes that such immaterial non-compliance will be cured prior toany Advances subsequent to the Advance for which the Borrower Certificate is being delivered,and (d) certifying that all immaterial non-compliance identified on all prior Borrower Certificatesin respect of compliance with Davis-Bacon Requirements have been cured.

4.2.10.Advance Request; Advance Schedule.

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Pursuant to Article 2, DOE shall have received (i) an Advance Notice in accordance withSection 2.3 and (ii) certification from the Borrower that the requested Advance conforms to theAdvance Schedule.

4.2.11.Issuance of FFB Advance Request Approval Notice.Pursuant to Article 2, FFB shall have received, in accordance with the FFB Credit FacilityDocuments, the FFB Advance Request signed by the Borrower, together with the FFB AdvanceRequest Approval Notice signed by DOE.

4.2.12.Absence of Drawstop Notice.Pursuant to Article 2, DOE shall not have delivered a Drawstop Notice in accordance withSection 2.4.2(a) with respect to the Advance unless DOE shall have delivered a DrawstopWithdrawal Notice with respect to such Drawstop Notice in accordance with Section 2.4.2(b).

4.2.13.[Other].[Additional conditions identified by DOE following due diligence.]

ARTICLE 5REPRESENTATIONS AND WARRANTIES

The Borrower makes all of the following representations and warranties to and in favor ofDOE on (i) the Guarantee Issuance Date, (ii) each Advance Notice Date, and (iii) each AdvanceDate, except (x) as such representations and warranties relate to an earlier date and (y) withrespect to the representations in Sections 5.4, 5.8, and 5.19(a) which are made only as of theGuarantee Issuance Date.

5.1. Organization.The Borrower (a) is an electric membership corporation duly incorporated, validly existing andin good standing under the laws of the State of Georgia, (b) is duly qualified to do business in theState of Georgia and in each other jurisdiction where the failure to so qualify would reasonablybe expected to have a Material Adverse Effect or a material adverse effect on the ability of theProject to be completed, and (c) has all requisite corporate power and authority to (i) own or holdunder lease and operate the property it purports to own or hold under lease, (ii) carry on itsbusiness as now being conducted and as now proposed to be conducted in respect of the Project,(iii) incur Indebtedness and create Liens on its properties, and (iv) execute, deliver, perform andobserve the terms and conditions of each of the Transaction Documents to which it is a party.

5.2. Authorization; No Conflict.The Borrower has duly authorized, executed and delivered the Transaction Documents to whichit is a party, and neither its execution and delivery thereof nor its consummation of thetransactions contemplated thereby nor its compliance with the terms thereof (a) contravenes itsOrganizational Documents, (b) contravenes any Governmental Rules where such contraventionwould reasonably be expected to have a Material Adverse Effect or a material adverse effect on

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the ability of the Project to be completed, (c) contravenes or results in any breach or constitutesany default under any Governmental Judgment, where such contravention, breach or defaultwould reasonably be expected to have a Material Adverse Effect or a material adverse effect onthe ability of the Project to be completed, (d) contravenes or results in any breach or constitutesany default under, or results in or requires the creation of any Lien upon any of its revenues,

properties or assets under, any agreement or instrument to which it is a party or by which it orany of its revenues, properties or assets may be bound, except for (x) the Liens created by theSecurity Documents and Permitted Liens, if any, and (y) where such contravention, breach ordefault would not reasonably be expected to have a Material Adverse Effect, or a materialadverse effect on the ability of the Project to be completed or (e) requires the consent or approvalof any Person other than the Required Consents.

5.3. Legality; Validity; Enforceability.Each Transaction Document to which the Borrower is a party is a legal, valid and bindingobligation of the Borrower, enforceable against the Borrower in accordance with its terms,subject to Bankruptcy Laws and general principles of equity, regardless of whether enforcement

is considered in a proceeding at law or in equity.

5.4. Capitalization.As of the Guarantee Issuance Date, the Equity Interests of the Borrower are wholly owned by theMembers set forth on Schedule 5.4.

5.5. Title.(a) The Borrower (i) owns fee simple title to the real estate comprising the

Borrower's Undivided Interest and owns and holds the other Collateral comprising interests in

real property and (ii) owns and is possessed of the personal property and other assets of theBorrower (tangible and intangible) on which it purports to grant Liens pursuant to the SecurityDocuments, in each case free and clear of any Liens of any kind except for the Liens created bythe Security Documents and Permitted Liens. The Borrower has full power and lawful authorityto grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, pledge, setover and confirm all such real, personal and other property as provided in the SecurityDocuments.Except for the Liens created by the Security Documents and Permitted Liens, theBorrower is not under any obligation to create any Lien upon any of the Collateral.

(b) The Borrower has at least a 30.0% undivided ownership interest as a tenant incommon in the Additional Unit Properties and the Related Facilities.

(c) The Project Site and the real property interests relating to the TransmissionFacilities comprise all real estate necessary for the development of the Project.

5.6. Security Interests.Pursuant to the Security Documents, the Trustee (for the benefit of the Holders of OutstandingIndenture Obligations, including the Secured Parties) has a perfected Lien in the Collateral,subject only to the Permitted Liens. Such Lien in the Collateral is superior and prior to any and

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(a) Except as set forth on Schedule 5.8, there is no pending or threatened (in writing)action, suit, or proceeding, or investigation by a Governmental Authority, of any kind, includingany action or proceeding of or before any Governmental Authority, in each case (x) involving theBorrower, or (y) to the Borrower's Knowledge, involving the Operator or any other ProjectParticipant, in each case that relates to the Project or any transactions contemplated by any of the

Transaction Documents that has, or would reasonably be expected to have, a Material AdverseEffect or a material adverse effect upon the Project.

(b) Neither the Borrower, nor, to the Borrowers Knowledge, the Owners' Agent orthe Operator has failed to observe in any material respect, or is otherwise in default with respectto, any Governmental Judgment or any order of any court, arbitrator, administrative agency orother Governmental Authority that has, or would reasonably be expected to have, a MaterialAdverse Effect or a material adverse effect upon the Project. There is no injunction, writ, orpreliminary restraining order of any nature issued by a court, arbitrator, administrative agency orother Governmental Authority directing that any of the transactions provided for in any of theTransaction Documents not be consummated as herein or therein provided. No GovernmentalJudgment or order of any court, arbitrator, administrative agency or other GovernmentalAuthority has been entered that has, or would reasonably be expected to have, a MaterialAdverse Effect or a material adverse effect upon the Project.

5.9. Tax.The Borrower has filed all material tax returns required by Governmental Rules to be filed by itand has paid (a) all material income taxes payable by it that have become due pursuant to suchtax returns and (b) all other material taxes and assessments payable by it that have become due,in either case, other than those taxes that it is contesting in good faith.

5.10. Compliance with Governmental Rules.Each of the Borrower, the Owners' Agent and the Project is in compliance with, and hasconducted its business, operations, assets, equipment, property, leaseholds, and other facilities incompliance with (a) Title XVII and the Applicable Regulations, in all respects, and (b) all otherGovernmental Rules and all other Program Requirements in all material respects, except, in thecase of this clause (b), (x) for any such non-compliance asserted by any Governmental Authoritywhere the Borrower, the Owners' Agent or the Operator is contesting such assertion in good faithby appropriate legal proceedings, and (y) for any such non-compliance that the Borrower, theOwners' Agent or the Operator is diligently working to cure pursuant to an applicableRemediation Plan.

5.11.

Environmental, Health and Safety Matters.

(a) Except as disclosed on Schedule 5.11(a), with respect to the Project, neither theBorrower, the Owners' Agent nor the Operator has Knowledge of any material non-compliance with Environmental Laws or has received any complaint, order, directive, claim,citation or notice by any Governmental Authority relating to any actual or potential materialviolation of its then-existing obligations under Environmental Laws. [FIRST ADVANCEONLY]

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(b) There is not and has not been any condition, circumstance, action, activity orevent with respect to the Project, the Borrower, the Operator, the Owners' Agent, or theProject Facility or that could (i) reasonably form the basis of any material violation of anyEnvironmental Law or (ii) result in material harm to human health, safety or the environment.

5.12. Investment Company Act.The Borrower is not required to register as an "investment company" and it is not "controlled" bya company required to register as an "investment company" under the Investment Company Act.

5.13. Regulation of Credit Parties.Neither DOE nor any other Credit Party shall by reason of its ownership or operation of theProject upon the exercise of remedies under the Security Documents, by virtue of such exercisealone (without regard to any other asset owned, or any entity controlled, by such Credit Party),be subject to the Public Utility Holding Company Act.

5.14. [Intentionally Omitted.]5.15. ERISA.14

(a) The Borrower and its ERISA Affiliates have operated the Pension Plans incompliance with their terms and with all applicable provisions and requirements of theInternal Revenue Code, ERISA, and other applicable federal or state laws and have performedall their respective obligations under each Pension Plan.

(b) No ERISA Event has occurred or is reasonably expected to occur.(c) No Pension Plan has failed to satisfy the minimum funding standards under

Section 412 or Section 430 of the Code.

(d) Except to the extent required under Section 4980B of the Internal Revenue Codeor comparable state law, no Pension Plan provides health or welfare benefits (through thepurchase of insurance or otherwise) for any retired or former employee of the Borrower or anyof its ERISA Affiliates.

(e) As of the most recent valuation date for any Pension Plan, the amount ofoutstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or inthe aggregate for all Pension Plans (excluding for purposes of such computation any PensionPlans with respect to which assets exceed benefit liabilities), does not exceed $[_________].

14 All ERISA representations, covenants and defaults remain subject to comment by Oglethorpe Powers ERISAadvisors.

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(f) The execution and delivery of this Agreement and the consummation of thetransactions contemplated hereunder will not involve any transaction that is subject to theprohibitions of Section 406 of ERISA or in connection with which taxes could be imposedpursuant to Section 4975(c)(1)(A)-(D) of the Internal Revenue Code.

(g) All liabilities under each Pension Plan are (i) funded to at least the minimum levelrequired by applicable law or, if higher, to the level required by the terms governing thePension Plans, (ii) provided for or recognized in the Financial Statements most recentlydelivered to DOE pursuant to Section 6.1 and (iii) estimated in the formal notes to theFinancial Statements most recently delivered to DOE pursuant to Section 6.1.

(h) There are no circumstances that may give rise to a liability in relation to anyPension Plan that is not funded, insured, provided for, recognized or estimated in the mannerdescribed in clause (g) above.

(i) (i) The Borrower is not and will not be a "plan" within the meaning ofSection 4975(e) of the Internal Revenue Code; (ii) the assets of the Borrower do not and will

not constitute "plan assets" within the meaning of Section 3(42) of ERISA and the UnitedStates Department of Labor Regulations set forth in 29 C.F.R. 2510.3-101; (iii) the Borroweris not and will not be a "governmental plan" within the meaning of Section 3(32) of ERISA;(iv) transactions by or with the Borrower are not and will not be subject to state statutesapplicable to the Borrower regulating investments of fiduciaries with respect to governmentalplans; and (v) the Borrower shall not engage in any transaction that would cause anyobligation, or action taken or to be taken, hereunder (or the exercise by the Credit Parties ofany of their respective rights under this Agreement) to be a non-exempt (under a statutory oradministrative class exemption) prohibited transaction under ERISA or Section 4975 of theInternal Revenue Code or any similar state law. The Borrower further agrees to deliver toDOE such certifications or other evidence of compliance with the provisions of this clause (i)

as DOE may from time to time request.

(j) Neither the Borrower nor any ERISA Affiliate, nor any duly appointedadministrator of a Multiemployer Plan has instituted or, to the Knowledge of the Borrower,intends to initiate proceedings to withdraw from any Multiemployer Plan.

Notwithstanding anything in this Section 5.15 to the contrary, the specific representations andwarranties made pursuant to this Section 5.15 shall not be interpreted to limit the generalityof, or otherwise limit in any way, the requirements of Section 5.7 or Section 8.1(l), and, in theevent of any conflict between the requirements of Section 5.7 or Section 8.1(l), and therequirements of this Section 5.15, the requirements of Section 5.7 or Section 8.1(l), as

applicable, shall prevail.

5.16. [Intentionally Omitted.]5.17. No Defaults or Alternate Amortization Events

No Event of Default, Potential Default, Potential Alternate Amortization Event, or AlternateAmortization Event has occurred and is continuing.

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5.18. No Judgment Liens; No Delinquent Indebtedness.The Borrower (i) does not have a judgment lien against any of its property for a debt owed to theUnited States of America and (ii) does not have an outstanding debt owed to the United States ofAmerica or any agency thereof that is in delinquent status, as the term "delinquent status" isdefined in 31 C.F.R. 285.13(d), including any Tax liabilities, except to the extent suchdelinquency has been resolved with the appropriate Governmental Authority in accordance withGovernmental Rule and, to the Knowledge of the Borrower, the standards of the Debt CollectionImprovement Act of 1996.

5.19. Sufficiency of Project Documents.(a) All easements, leasehold and other property interests, and all utility and other

services, means of transportation, facilities, other materials and other rights that can reasonablybe expected to be necessary for the construction, completion and operation of the Project inaccordance with Governmental Rules and the Transaction Documents (including gas, electrical,water and sewage services and facilities) have been procured under the Project Documents or are

commercially available to the Project at the Project Site. [FIRST ADVANCE ONLY]

(b) DOE has received a true, complete and correct copy of each of the ProjectDocuments (including all exhibits, schedules, protocols and side letters referred to therein ordelivered pursuant thereto, if any, and all amendments, modifications, additions, waivers theretoor thereof).

(c) None of the Wholesale Power Contracts has been amended or modified after theGuarantee Issuance Date, except in accordance with Section 7.7 and, as of the first AdvanceDate, each Wholesale Power Contract is in full force and effect.

(d)

Prior to the execution of each Wholesale Power Contract entered into on or priorto the date this representation is made, the Borrower believed that each party to each suchWholesale Power Contract would be able to carry out its obligations in accordance therewith.Nothing has come to the attention of the Borrower to cause it to believe that any such party willeither not be able to perform any of its payment obligations in accordance therewith or fail toperform any other of its obligations in accordance therewith, in each case in any manner thatwould reasonably be expected to have a Material Adverse Effect or a material adverse effectupon the Project.

(e) There exists no default by the Borrower under any Wholesale Power Contract thatwould reasonably be expected to have a Material Adverse Effect or a material adverse effectupon the Project.

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(f) As of the Guarantee Issuance Date, the Fuel Supply Agreements are in full forceand effect and are consistent with the Project Plans.15

5.20. Financial Statements.Each of the Financial Statements of the Borrower (a) included in the Borrower's most recentAnnual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q filed with theSecurities and Exchange Commission under the Exchange Act or, (b) if the Borrower is nolonger subject to the periodic reporting requirements of the Exchange Act, most recentlydelivered to DOE pursuant to Section 4.1.5 or Sections 6.1(c) and (d), as applicable, has beenprepared in accordance with GAAP and presents fairly in all material respects (i) the financialcondition of the Borrower and its Subsidiaries as of the respective dates of the balance sheetsincluded therein and (ii) the results of operations of the Borrower and its Subsidiaries for therespective periods covered by the statements of income included therein.

5.21. Project Milestone Schedule; Construction Budget; and Borrower Base CaseProjections.

(a) The Project Milestone Schedule, the Construction Budget and the Borrower BaseCase Projections, in each case when delivered by the Borrower to DOE, were prepared in goodfaith by the Borrower and were based upon assumptions believed by the Borrower to bereasonable.

(b) The Project Milestone Schedule accurately specifies in summary form the workthat the EPC Contractor is required to complete pursuant to the EPC Contract.

5.22. Sufficient Funds.Based on conditions existing as of the date this representation is being made, the Borrower isaware of no fact or circumstance preventing or materially impeding it from obtaining timelyfunding from the capital or bank finance markets or other sources on commercially reasonableterms, and it reasonably expects that it will be able to obtain funding (through the FFB CreditFacility Commitment and other sources of funding for Base Funding and Overrun Funding)sufficient to fund (i) the Base Project Costs, and (ii) any Overrun Project Costs that arereasonably expected to be incurred.

5.23. Fees and Enforcement.Other than amounts that have been paid in full or with respect to which arrangements satisfactoryto DOE have been made, no fees or taxes including documentary, stamp, transaction,

registration, or similar taxes are required to be paid to ensure the legality, validity, enforceability,priority or admissibility in evidence in applicable jurisdictions of any Transaction Documents.

15 Oglethorpe reserves comment pending completion of GPCs negotiations with DOE.

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5.24. Immunity.In any proceedings before a Governmental Authority of com