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...

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 XXXXXXX FUNDING CORPORATION, a Delaware corporation
(the "Original Funding Corporation"); OPC XXXXXXX 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;

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

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.

(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 Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, 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.

(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 Xxxxxxxxxx, Xxxxxx & Xxxxxxx
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 Xxxxxxxx, Xxxxxx & 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, Xxxxxx & Xxxxxx 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, Xxxxxx & Xxxxxx 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, Xxxxxx &
Xxxxxx 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 Xxxxxx, Xxxxxxxxxx &
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

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

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

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 Xxxx 0 Xxxx Xxxxxxxx,
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

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

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.

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.

(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, Xxxxxx 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,

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.

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 X.X. 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.

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,
Xxxxxx and MEAG, in the respective percentages set forth in
the Ownership Agreement, and Lessee, GPC, Xxxxxx 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).

(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 & Xxxxxxx 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

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 X.X. Management
Corporation, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: President, and (iii) the Collateral Trust Trustee at 00 Xxxxxxxx
Xxxxxx, Xxxx 000X, Xxxxxxx, Xxxxxxx 00000, 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.

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)

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/ X.X. Xxxxxxx
-----------------------------
Name: X.X. Xxxxxxx
Title: President and Chief
Executive Officer

DFO PARTNERSHIP,
Owner Participant

By: Security Pacific Leasing
Corporation
-----------------------------
its General Partner

By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
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/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Financial Services
Officer

OPC XXXXXXX FUNDING
CORPORATION, Original Funding
Corporation

By: /s/ M.A. Xxxxxxxx
-----------------------------
Name: M.A. Xxxxxxxx
Title: President

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/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Agent

COBANK, ACB, Loan Participant

By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President

OPC XXXXXXX 1997 FUNDING
CORPORATION A, the Funding
Corporation

By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
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/ Xxxxxx X. XxXxxxx
-----------------------------
Name: Xxxxxx X. XxXxxxx
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/ Xxxxxx X. XxXxxxx
-----------------------------
Name: Xxxxxx X. XxXxxxx
Title: Assistant Vice President

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 Xxxxxxx 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

"Indemnitee" shall mean Bank, Original Trustee, Xxxx, 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.

"Operative Documents" means the Participation Agreement, the Trust Agreement,
the Lease, the Deed and Xxxx 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 Xxxxxxx 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

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 Xxxxxxx, 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.

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# 000000000
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
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
000 Xxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000

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:

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

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

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

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

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, Xxxxxxxxx,
Xxxxxx & 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.

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.

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 Xxxxxx 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 Xxxxxx County, Georgia, and the principal
place of execution by the Georgia Trustee of the trust created by the Trust
Agreement is in Xxxxxx 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;

5. REA Partial Release;

6. Deed and Xxxx 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-

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 Xxxxxx 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, Xxxxxx County, Georgia, and the
Office of the Secretary of State of the State of Delaware on October
20, 1986.

-3-

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 Xxxxxx 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-

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-

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 Xxxxxx X. Xxxxxxx
Unit No. 2 818 MW (nameplate capacity)
Coal-Fired Electric Generating Unit
Located in Monroe County, Georgia

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

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

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;

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 Xxxx 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 Xxxx of Sale, the Supporting Assets Lease, the
Supporting Assets Sublease, the

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

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

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.

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.

(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

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

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

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

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

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

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 & Xxxxxxx 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 & Xxxxxxx 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;

(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

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

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

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;

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

(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

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

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

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.

(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, xxx
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

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.

(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 Xxxxx'x 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

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

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

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

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

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

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

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

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

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

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 Xxxx 0 Xxxx Xxxxxxxx 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

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 xxxx 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

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.

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,

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

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

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.

(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.

(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.

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

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)

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]

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]

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]

APPENDIX A

DEFINITIONS

(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
Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Decommissioning Event. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Decommissioning Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .7

(ii)

Deed and Xxxx 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
Xxxxx-Xxxxxxx 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

(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

(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
Xxxxxxx 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

(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

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,

(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 Xxxxxxx Xxxxx 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 Xxxxxx,
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 Xxxxxx,
substantially in the form of Exhibit I to the Participation Agreement.

"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 Xxxxx and Xxx, 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

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.

"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, Xxxx 0 and Unit 4) (defined as the
"Plant Xxxxxxx 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.

"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, Xxxxxx, 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.

"Dalton" shall mean the City of Xxxxxx, 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 Xxxx of Sale" shall mean the General Warranty Deed and Xxxx 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

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

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.

"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

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 Xxxxxxx 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 Xxxxxxx 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

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.

"Xxxxx-Xxxxxxx Index" shall mean the Xxxxx-Xxxxxxx Index of Public Utility
Construction Costs published semi-annually on January 1 and July 1 of each year
by Xxxxxxx, Xxxxxxxx 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.

"Indemnitee" shall mean the Bank (both in its individual capacity and in
its capacity as Owner Trustee under the Trust Agreement), Xxxxxxx X. Xxxx (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 0 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, 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)

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 Xxxxxx.

"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 Xxxxx'x 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.

"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 Xxxx
0 Xxxx Xxxxxxxx, 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

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.

"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 Xxxxxxx County (Georgia) Pollution Control
Revenue Bonds, Series 1985 (Oglethorpe Power Corporation Hatch Project) and
$200,000,000 aggregate principal amount of Development Authority of Xxxxx 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 Xxxxxx, 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 Xxxx 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.

"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 Xxxxxx, 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.

"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 Xxxxx'x 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 Xxxx 0 Xxxx Xxxxxxxx, 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, (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 Xxxx 0 Xxxx Xxxxxxxx, 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 Xxxx 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 xxxx 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.

"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

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.

"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.

"Xxxxxxx 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.

"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.

"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.

"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 xxxx 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,

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 Xxxx 0 Xxxx xx Xxxxxx Xxxxxx, Xxxxxxx
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.

"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
"Xxxxxxx Xxxx Xx. 0," 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
"Xxxxxxx Xxxx Xx. 0," more specifically described in the Ownership Agreement.

"Unit Model" shall mean that model of Xxxx 0, Xxxx 0, Xxxx 0 and Unit 4
located on the third floor of the service building located on the Unit 2
Site.

"Units" shall mean, collectively, Xxxx 0 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

APPENDIX B

DEFINITIONS

APPENDIX B

Table of Contents

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

(i)

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
Xxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

(ii)

"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 Xxxx 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 Xxxxxxx 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 Xxxx 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.

"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, Xxxx, 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.

"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.

"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

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.

"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 Xxxxx Xxxxxx, Xxxxxx Xxxxx & Co. Incorporated,
Xxxxxxx Xxxxx Capital Markets (Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
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.

"Xxxx" shall mean Xxxxxxx X. Xxxx, an individual having an office at One
Xxxxxx Square, Wilmington, Delaware.

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 Xxxxxxx 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

"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.

"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 Xxxxxxx 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

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 Xxxxxxx, 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.

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.

Schedule 6
UNIT 2

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0 Xxxx
Xxxxxxx Xxxxx; Potable (XXX000000); 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 Xxxxxxxx") (XXX 000000 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 Xxxxxxxxxx xxxx xxxxxxxx (XXX 000000) 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

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

* 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 Xxxxxxx 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.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 X0X0000.Xx 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0 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 Xxxxxxxxx Xxxxxxxx xxxxxxx xx xxxxx X0 xx
X0X0000; all that 6" Sanitary Line lying at point D/E 3/4 on E1M1811; the 24" Beam Xxxx
xx xxxxx X0 xx X0X0000; 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0 Xxxxxx
Xxxxx Xxxxx.Xxx X0X0000 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 xxxxxxxxxxx.Xx 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0
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. Xxxxx Xxxxx" xx X0X0000.

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 "Xxxxx"
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
Xxxx Xxx" xx X0X0000.

312-4845 Pulverized Coal Piping This asset is all the coal piping extending from the Pulverizers (identified as "Xxxxx" 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxxxx X"
xx X0X0000.

312-5047 Induced Draft Fan Outlet This asset is the duct connecting the "ID Fans" to the "Xxxxx" xx X0X0000.
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 X, X, X
xxx X xx X0X0000.

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 Xxxxxxx Xxxxx Xxxx 0" xxxxxxxxxx
xx X0X0000.

312-5248 Sampling System This asset is the Sampling System, including piping and valves located in Coal Crusher
House Unit 2.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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
Xxxx 0 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

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 0 xxxx xxxxxx xx X0X0000
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 Xxxx" xx xxxxx X0 xx X0X0000.

312-6585 Condensate Pumps and These assets are all the pumps and drives shown on E2M1108.
Drives

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxxx X"
Xxxxxxxxxxxxx Xxxxx xxxxx xx X0X0000.

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

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

Uniform System of Accounts 312 Boiler Plant Equipment

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 xxxx 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0 Xxxxxx Xxxxxxxx xx Xxxxxx 00X.

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 Xxxxx" xx xxxxx X0
xx X0X0000.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 XXX Xxxx xx xxxxx X0 xx X0X0000.

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx" xx xxxxx X/X 0/0
xx X0X0000.

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 Xxxx 0 Xxxx xx xxxxx X0 xx X0X0000.

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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.

XXXX 0 XXXXXXX XXXXX

000-0000 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 Xxxx 0 Xxxxxxx Xxxxx. Xxx Xxxxx X/X 0 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 Xxxx 0 Xxxxxxx Xxxxx xx Xxxx Xxxxxxxx. Xxx X0X0000.

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 Xxxx" xx xxxxx X0 xx X0X0000.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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 Xxxx 0 Xxxxxxx Xxxx xxx Xxxx Xxxxxxxx Xxxx
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 Xxxx 0 Xxxxxx Xxxxxx, 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

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.

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

* 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.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 315 ACCESSORY ELECTRIC EQUIPMENT

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 Xxxxx 0 xxx 0" xx xxxxx X 0/0 xx X0X0000.

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 311 ACCESSORY ELECTRIC EQUIPMENT

* 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 316 MISCELLANEOUS POWER PLANT EQUIPMENT

INTRASITE COMMUNICATION SYSTEM

* 000-0000 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 Xxxx 0 Control
Equipment Room.

316-1588 Safety Equipment This asset is all safety equipment located inside the Unit 2 Control Room.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 316 MISCELLANEOUS POWER PLANT EQUIPMENT

316-1589 Internal Security This asset is all security equipment located inside the Xxxx 0 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 Xxxx 0 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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 352 STRUCTURES AND IMPROVEMENTS (TRANSMISSION PLANT)

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 353 STATION EQUIPMENT

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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

** Located in the High Voltage Switchyard.

ACCOUNT
CODE
NUMBER UNIT ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

UNIFORM SYSTEM OF ACCOUNTS 353 STATION EQUIPMENT

**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.

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

* Denotes a Unit 2 Asset which lies partially outside the boundaries of the
Unit 2 Site.

** Located in the High Voltage Switchyard.

ACCOUNT
CODE
NUMBER UNIT 2 ASSET DESCRIPTION
---------- ------------------------ ------------------------------------------------------------------------------------------

**** 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 Xxxx 0, Xxxx 0, Xxxx 0 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.

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.

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E1M1001 Plant Xxxxxxx Map of Site (Site Water Plan)................................... 12/14/84
E1M1007 Plant Xxxxxxx General Arrangement Plant Site Yard............................. 11/14/80
E1M1008 Plant Xxxxxxx General Arrangement Plant Site.................................. 5/24/82
E1M1009 Plant Xxxxxxx General Arrangement Powerhouse Yard............................. 5/10/82
E1M10010 Plant Xxxxxxx General Arrangement Units 1-4 Roof Plan......................... 5/5/82
E1M1804 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 4 of 45................................................................. 6/13/84
E1M1807 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 7 of 45................................................................. 4/22/82
E1M1808 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 8 of 45................................................................. 7/5/85
E1M1811 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 11 of 45................................................................ 6/27/84

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E1M1812 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 12 of 45................................................................ 6/27/84
E1M1813 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse
Sheet 13 of 45................................................................ 7/10/85
E1M1846 Plant Xxxxxxx Units 1-4 Sections for Composites of Features Below Grade Near
Powerhouse.................................................................... 11/10/80
E1M1800 Plant Xxxxxxx Units 1-4 Composite of Features Below Grade Near Powerhouse Key
Plan.......................................................................... 6/22/78
E1M1880 Plant Xxxxxxx Units 1-4 Composite of Yard Features Above Grade Sheet 5 of 19.. 12/11/84
E2M1011 Plant Xxxxxxx Unit No. 2 General Arrangement Base Slab El. 468'-0"............ 9/18/80
E2M1012 Plant Xxxxxxx Unit No. 2 General Arrangement Mezzanine Floor El. 490'-0"...... 9/25/80
E2M1013 Plant Xxxxxxx Unit No. 2 Gen. Arrangem't Operating Fl El. 516-0 & Plat El.
537'-0"....................................................................... 11/3/82
E2M1014 Plant Xxxxxxx 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 Xxxxxxx Xxxx Xx. 0 Xxx Xxxx'x Xxxx Xxxx Xx. El. 578'-0" Plan of Plat
"CC" El. 586'-9" & "DD" El. 595'-6"........................................... 9/18/80
E2M1016 Plant Xxxxxxx Unit No. 2 General Arrangement Plan View Platform El.604'-0".... 9/19/80

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E2M1017 Plant Xxxxxxx Xxxx Xx. 0 Xxx. Xxxxxxxx'x Xxxx Xxxx Xx. El. 614'-0" & 608'-0" &
Plat. El. 613'-0"............................................................. 9/20/80
E2M1018 Plant Xxxxxxx Unit No. 2 General Arrg't Plan View (including
platform elevation)........................................................... 9/25/80
E2M1019 Plant Xxxxxxx Unit No. 2 General Arrangement Floor El. 653'-0" & Plan of Plat.
"F-F" El. 665'-0"............................................................. 9/19/80
E2M1020 Plant Xxxxxxx Unit No. 2 General Arrangement Plan Fl. El. 675'-0" & Platf. El.
658'-0"....................................................................... 9/19/80
E2M1021 Plant Xxxxxxx Xxxx Xx. 0 Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxx Xx. 695'-0"........... 9/30/80
E2M1022 Plant Xxxxxxx Unit No. 2 General Arrangement Roof Plan El. 744'-11"........... 10/1/80
E2M1023 Plant Xxxxxxx Unit No. 2 Gen Arrangement Cross Sec A A Looking North at
Colline 2..................................................................... 11/17/82
E2M1024 Plant Xxxxxxx Xxxx Xx. 0 Xxx Xxxxxxxxxxx Xxxxx Xxx X-X Looking North at
Colline 3..................................................................... 10/3/80
E2M1025 Plant Xxxxxxx Xxxx Xx. 0 Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxx X-X Looking East at
Colline G..................................................................... 10/3/80
E2M1026 Plant Xxxxxxx Unit No. 2 Gen Arrg't Cross Section D-D Boiler House Looking
West.......................................................................... 10/3/80
E2M1032 Plant Xxxxxxx Unit No. 2 General Arrangement Platf. El. 643'-0"............... 10/1/80
E2M1033 Plant Xxxxxxx Unit No. 2 General Arrangement Mill Maintenance Area and Coal
Transfer Tower................................................................ 10/1/80
E2M1100 Plant Xxxxxxx--Unit No. 2 P&ID--Legend........................................ 7/31/80
E2M1101 Plant Xxxxxxx--Unit No. 2 P&ID--Main Steam.................................... 3/22/83

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E2M1102 Plant Xxxxxxx--Unit No. 2 P&ID -Hot Reheat.................................... 3/28/83
E2M1103 Plant Xxxxxxx--Unit No. 2 P&ID--Cold Reheat................................... 8/31/83
E2M1104 Plant Xxxxxxx--Unit No. 2 P&ID BFP Turbine Steam Supply Exhaust and Drains.... 8/25/82
E2M1105 Plant Xxxxxxx--Unit No. 2 P&ID Superheater & Reheater Desuperheater Spray
Water......................................................................... 9/23/82
E2M1106 Plant Xxxxxxx Unit No. 2 P&ID Steam for Air Preheaters........................ 11/26/84
E2M1107 Plant Xxxxxxx--Unit No. 2 P&ID Extraction Steam to H.P. and L.P. Heaters...... 10/21/82
E2M1108 Plant Xxxxxxx--Unit 2 P&ID Condensate System.................................. 2/4/83
E2M1109 Plant Xxxxxxx--Unit No. 2 P&ID Condensate Makeup & Fill....................... 2/4/83
E2M1110 Plant Xxxxxxx--Unit No. 2 P&ID Feedwater System............................... 10/13/83
E2M1111 Plant Xxxxxxx--Unit No. 2 P&ID H.P. Heater Drains & Controls.................. 2/22/85
E2M1112 Plant Xxxxxxx--Unit No. 2 P&ID Low Pressure Heater Drains & Controls.......... 5/17/83
E2M1113 Plant Xxxxxxx--Unit No. 1 P&ID Main Team Hot Reheat Cold Reheat & Turbine
Drains........................................................................ 10/5/82
E2M1114 Plant Xxxxxxx Unit No. 2 P&ID Condenser Vacuum Breaker & Hotwell Waterbox &
Vacuum Pump Vents & Drains.................................................... 8/18/82
E2M1115 Plant Xxxxxxx-Xxxx Xx. 0 X&XX Xxxxxxx Water Induction Protection for Hot &
Cold Reheat and No. 7 Heater.................................................. 3/23/83

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E2M1116 Plant Xxxxxxx Unit No. 2 P&ID--Turbine Water Induction Protection for No. 6
Heaters....................................................................... 10/25/82
E2M1117 Plant Xxxxxxx Unit No. 2 P&ID--Turbine Water Induction Protection for
Deaerator and Boiler Feed Pump Turbine........................................ 10/21/82
E2M1118 Plant Xxxxxxx--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 4
Heater........................................................................ 9/1/82
E2M1119 Plant Xxxxxxx--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 3
Heater........................................................................ 10/25/82
E2M1120 Plant Xxxxxxx--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 2
Heater........................................................................ 10/11/82
E2M1121 Plant Xxxxxxx--Unit No. 2 P&ID--Turbine Water Induction Protection for No. 1
Heater........................................................................ 10/6/82
E2M1122 Plant Xxxxxxx--Unit No. 2 P&ID Boiler Blow-Off & Drains, Sheet 1 of 2......... 4/12/83
E2M1123 Plant Xxxxxxx--Unit No. 2 P&ID Boiler Blow-Off & Drains, Sheet 2 of 2......... 2/1/84
E2M1125 Plant Xxxxxxx--Unit No. 2 P&ID Service Water, Sheet 1 of 3.................... 5/6/83
E2M1126 Plant Xxxxxxx--Unit No. 2 P&ID Service Water, Sheet 2 of 3.................... 1/30/85
E2M1127 Plant Xxxxxxx--Unit No. 2 P&ID Sluice Water & Ash Handling, Sheet 1 of 9...... 2/4/85
E2M1128 Plant Xxxxxxx--Unit No. 2 P&ID Sluice Water & Ash Handling, Sheet 2 of 9...... 7/2/84
E2M1129 Plant Xxxxxxx--Unit No. 2 P&ID--Circulating Water............................. 11/19/84

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E2M1130 Plant Xxxxxxx--Unit No. 2 P&ID Filtered Water................................. 9/7/83
E2M1131 Plant Xxxxxxx--Unit No. 2 P&ID Service Air, Sheet 1 of 2...................... 6/6/83
E2M1132 Plant Xxxxxxx--Unit No. 2 P&ID Service Air, Sheet 2 of 2...................... 5/2/83
E2M1134 Plant Xxxxxxx--Xxxx Xx. 0 X&XX Xxxxx Xxxxx Heating Steam Supply and Drains.... 6/12/84
E2M1135 Plant Xxxxxxx--Unit No. 2 P&ID--Gas Flow...................................... 9/17/82
E2M1136 Plant Xxxxxxx Unit No. 2 P&ID Lighter Oil..................................... 3/30/84
E2M1137 Plant Xxxxxxx--Unit No. 2 P&ID Lube Oil....................................... 10/27/81
E2M1138 Plant Xxxxxxx--Unit No. 2 P&ID Chemical Feed.................................. 7/20/83
E2M1143 Plant Xxxxxxx--Unit No. 2 P&ID Auxiliary Steam Headers........................ 3/2/84
E2M1144 Plant Xxxxxxx--Unit No. 2 P&ID Chemical Wash Phase I--Heater
Shell--Extraction--Drain System............................................... 11/8/82
E2M1145 Plant Xxxxxxx--Unit No. 2 P&ID Chemical Wash Phase 2--Condensate and
Feedwater Piping.............................................................. 11/8/82
E2M1146 Plant Xxxxxxx--Unit No. 2 P&ID Chemical Wash Phase 3--Boiler and Economizer... 11/8/82
E2M1147 Plant Xxxxxxx--Xxxx Xx. 0 X&XX Xxxxx Seal Steam to Boiler Feed Pump Turbine... 8/25/82
E2M1148 Plant Xxxxxxx--Unit No. 2 P&ID Air & Coal Flow................................ 2/2/84
E2M1149 Plant Xxxxxxx--Xxxx Xx. 0 X&XX Xxxxxxxx Xxxxx System.......................... 10/27/84

DATE OF
DRAWING DRAWING OR
NUMBER CAPTION LATEST REVISION
------------ ------------------------------------------------------------------------------ --------------------

E2M1151 Plant Xxxxxxx--Unit No. 2 P&ID Inerting Steam to Xxxxx........................ 10/21/82
E2M1152 Plant Xxxxxxx--Unit No. 2 P&ID Service Water, Sheet 3 of 3.................... 7/30/83
E2M1154 Plant Xxxxxxx--Unit No. 2 P&ID Reheater Moisture Protection................... 4/27/83
E2M1155 Plant Xxxxxxx--Unit No. 2 P&ID Ash Sluice Water at Pumps...................... 6/12/84

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 Xxxxxxx, more particularly described
as follows:

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 Xxxxxxx 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 Xxxxxx X. Xxxxxxx 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.

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

Wilmington Trust Company and NationsBank, N.A., not in their individual
capacities but solely as Owner Trustee, hereby promise to pay to OPC Xxxxxxx
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.

A-1

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

A-2

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.

A-3

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.

A-4

This Series 1997 Refunding Lessor Note shall be governed by the laws of the
state of Georgia.

A-5

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

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

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

SCHEDULE 2
TO SERIES 1997 REFUNDING LESSOR NOTE

Period Premium Redemption Prices
------ -------------------------

A-S-II-1

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

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;

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 lieu thereof:

(xii) Coopers & Xxxxxxx 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 VII 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."

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__ day of December, in its individual capacity but solely a Owner
1997, in the presence of: Trustee under the Trust Agreement identified
herein, Lessor

---------------------------- By: -----------------------------------------
Unofficial Witness Name:
Title:

---------------------------- Attest: -------------------------------------
Notary Public Name:
Title:

My Commission Expires: [SEAL]

LESSEE: OGLETHORPE POWER
Signed, sealed and delivered CORPORATION (AN ELECTRIC
this ____ day of December, MEMBERSHIP CORPORATION),
1997, in the presence of: Lessee

---------------------------- By: -----------------------------------------
Unofficial Witness Name:
Title:

---------------------------- Attest: -------------------------------------
Notary Public Name:
Title:

[NOTARY SEAL]

[SEAL]

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 Xxxxxxx 1997 Funding Corporation A, a
corporation organized under the laws of the state of Delaware.

"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.

"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 Xxxxxxx 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

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 Xxxxxxx, 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.

EXHIBIT C-1
to
Second Supplemental
Participation Agreement

OPINION OF XXXXXXXXXX, XXXXXX
& XXXXXXX LLP

(With respect to Oglethorpe)

1. Oglethorpe is an electric membership corporation duly organized,
validly existing and in good standing under the laws of the State of Georgia,
and has the corporate power and authority to enter into and perform its
obligations under each of the 1997 Refinancing Documents to which it is a party,
the Ownership Agreement and the Operating Agreement (collectively, the
"Agreements").

2. Oglethorpe has not failed to qualify to do business and to be in good
standing in any jurisdiction where the failure so to qualify would materially
and adversely affect the financial condition of Oglethorpe or its ability to
perform any of its obligations under the Agreements.

3. The execution, delivery and performance by Oglethorpe of each of the
Agreements have been duly authorized by all necessary corporate action on the
part of Oglethorpe and do not require the consent or approval of any member of
Oglethorpe or any trustee or holder of any indebtedness or other obligation of
Oglethorpe, or of the Co-Owners under the Ownership Agreement and the Operating
Agreement, except such as have been obtained and except for any necessary
consent of RUS or any corporate actions that may be required for the exercise by
Oglethorpe of any of its options (a) to alter, modify, amend, supplement, waive
or terminate any Operative Document (other than amendments contained in the 1997
Refinancing Documents), (b) to purchase or renew its lease of the Undivided
Interest pursuant to Article 4 or 5 of the Lease, (c) to terminate the Lease
pursuant to Article 6 thereof, (d) to effect a Supplemental Financing pursuant
to Section 10.2 of the Lease or a Refinancing (other than the Refinancing
contemplated by the Second Supplemental Participation Agreement) pursuant to
Article 7 of the Original Participation Agreement, (e) to assign, sublease,
transfer or encumber its leasehold interest in the Undivided Interest pursuant
to Article 13 of the Lease, or (f) under the Ownership Agreement and Operating
Agreement.

4. Each of the Agreements has been duly executed and delivered by
Oglethorpe.

5. Each of the Ownership Agreement and the Operating Agreement
constitutes the legal, valid and binding obligation of Oglethorpe, enforceable
against Oglethorpe in accordance with its terms.

6. Neither the execution, delivery or performance by Oglethorpe of any of
the Agreements nor the consummation by Oglethorpe of the transactions
contemplated by the

C-1-1

Second Supplemental Participation Agreement, nor compliance by Oglethorpe with
the provisions of the Agreements, (a) conflicts with, or contravenes any of the
provisions of the Articles of Incorporation or Bylaws of Oglethorpe, or (b)
conflicts with or contravenes any Applicable Law of the State of Georgia or the
United States of America, known to us to be applicable to Oglethorpe in the case
of the Ownership Agreement and the Operating Agreement, the conflict with or
contravention of which could materially and adversely affect the ability of
Oglethorpe to perform its obligations under the Agreements, or (c) conflicts
with or results in a breach or contravention of or results in a default under
any provision of any indenture, mortgage, lease, wholesale power contract or
other agreement or instrument known to us to which Oglethorpe is a party or by
which any of its properties is bound, or (d) results in the creation or
imposition of any lien (other than Permitted Liens) upon any property of
Oglethorpe.

7. Except as disclosed in the Offering Circular (as defined in the
Purchase Agreement), there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before any court or governmental body or
agency which, to our knowledge, is pending or threatened against or affecting
Oglethorpe which would, individually or in the aggregate, if decided adversely
to the interests of Oglethorpe, be reasonably expected to have a material
adverse effect on the business or financial condition of Oglethorpe or to
materially and adversely affect the ability of Oglethorpe to perform its
obligations under any of the Agreements or which questions or would affect the
legality, validity or enforceability of any of the Agreements.

8. To our knowledge, Oglethorpe has not failed to obtain any Governmental
Action required to carry on its business as presently conducted, where a failure
to obtain such Governmental Action would materially and adversely affect the
ability of Oglethorpe to carry on the operations of Unit 2.

9. To our knowledge, Oglethorpe is not in default under or in
contravention of any Applicable Law of the State of Georgia or the United States
of America, or any wholesale power contract with its members, the default under
or contravention of which would materially and adversely affect the ability of
Oglethorpe to perform its obligations under the Agreements.

10. Neither the execution, delivery or performance by Oglethorpe of the
Agreements nor the consummation of any of the transactions on the part of
Oglethorpe contemplated by the Second Supplemental Participation Agreement
requires any Governmental Action except (i) such as have been duly obtained,
given or accomplished on or before the date hereof, (ii) Governmental Actions
specified on Schedule 5 to the Participation Agreement or which are otherwise
required to be given, obtained, accomplished or renewed by the Operator pursuant
to the Ownership Agreement and the Operating Agreement, (iii) any necessary
consent of RUS to the exercise by Oglethorpe of any of its options (a) to alter,
modify, amend, supplement, waive or terminate any Operative Document (other than
amendments contained in the 1997 Refinancing Documents), (b) to purchase or
renew its lease of the Undivided Interest, pursuant to Article 4 or 5 of the
Lease, (c) to terminate the Lease pursuant to Article 6 thereof, (d) to effect a
Supplemental Financing pursuant to Section 10.2 of the Lease or a Refinancing
(other than the Refinancing contemplated by the Second Supplemental
Participation Agreement) pursuant to Article 7 of the Original Participation
Agreement, (e) to assign, sublease, transfer or encumber its leasehold interest
in the Undivided Interest pursuant to Article 13 of the Lease, or (f) under

C-1-2

the Ownership Agreement and Operating Agreement, (iv) the filings and recordings
listed on Schedule 9 of the Participation Agreement or (v) as otherwise may be
required under existing Applicable Law to be obtained, given, accomplished or
renewed from time to time and which are routine in nature or which cannot be
obtained, given, accomplished or renewed, or are not normally applied for, prior
to the time they are required.

11. There having been made the filings and recordings in such places and
in such manner as described in Schedule 9 to the Participation Agreement, no
other filing, recording, payment of any taxes or recording fees or other action
is necessary, including any action under any fraudulent conveyance statute, to
establish, preserve, protect and perfect the lien and the security interest of
the Indenture Trustee in the Indenture Estate and the Indenture Trustee's rights
under the Participation Agreement and the other Operative Documents referred to
and included under the granting clause of the Restated Indenture, assuming the
validity of the Restated Indenture, other than (i) the continued possession by
the Indenture Trustee of the originals of the Lease, the Supporting Assets Lease
and the Supporting Assets Sublease, including any supplements and amendments
thereto, and (ii) the possession by the Indenture Trustee of all payments
constituting rents, issues, profits, royalties, products, revenues and other
benefits of the Indenture Estate, other than Excepted Payments, and all moneys
and securities deposited or required to be deposited with the Indenture Trustee
pursuant to paragraph (5) of the granting clauses of the Restated Indenture.

12. There are no Taxes payable in connection with recordation of the
Second Lease Supplement and the Restated Indenture, or the filing of financing
statements with respect thereto, and delivery of any of the 1997 Refinancing
Documents, except for Taxes which Oglethorpe is obligated to pay for or on
behalf of an Indemnitee pursuant to Section 6.2 of the Original Participation
Agreement.

13. Oglethorpe is not, and prior to the Lessor Possession Date, neither
Oglethorpe, the Owner Trustee, the Indenture Trustee, the Funding Corporation,
the Collateral Trust Trustee nor the Owner Participant will be, by reason of any
of the transactions contemplated by the Participation Agreement, subject to
regulation as a public utility or an electric light and power company, or as a
person owning or leasing an electric power plant, under Applicable Laws of the
State of Georgia.

14. Oglethorpe has the power to acquire by condemnation any interest in
the Unit 2 Site which is adverse to Oglethorpe's ownership thereof and to pay
compensation for the taking of such adverse interest without regard to the value
of the improvements on the Unit 2 Site, as long as Oglethorpe is the owner or
lessee of the Undivided Interest.

15. Under the circumstances contemplated by the Second Supplemental
Participation Agreement, it is not necessary in connection with the offering,
sale and delivery by Owner Trustee of the Series 1997 Refunding Lessor Note to
register the Series 1997 Refunding Lessor Note under the Securities Act or to
qualify the Restated Indenture under the Trust Indenture Act of 1939, as
amended.

The opinions expressed in this letter are further subject to and qualified
by the following:

C-1-3

(a) We express no opinion as to the existence of, status of or priority of
any title to or any interest of any person, including the priority of the
security title and interest created by any Operative Document or the 1997
Refinancing Documents or any filing pursuant thereto.

(b) Enforcement of the Agreements 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.

(c) Enforcement of the Agreements may also be limited by certain other
laws and judicial decisions, none of which, in our opinion, will substantially
interfere with the practical realization of the benefits or security intended to
be afforded by such documents.

(d) We express no opinion as to the effect or availability of equitable
remedies.

(e) We express no opinion as to the enforceability of any restraints on
alienation contained in the Ownership Agreement or the Operating Agreement.

(f) The opinion expressed in paragraph 11 above (i) is subject to the
requirements under the Uniform Commercial Code that continuation statements be
filed within specified periods and that amendments of financing statements be
filed in certain events to maintain the perfection of the security interest
originally perfected by the filing of such financing statements, and (ii) does
not address personal property described solely in paragraph (7) of the granting
clauses of the Restated Indenture to the extent perfection of a security
interest in such personal property is not governed by the Uniform Commercial
Code or cannot be achieved by the filing of a financing statement under the
Uniform Commercial Code.

(g) The opinion expressed in paragraph 13 above is given without regard to
any other activities or transactions which the Owner Trustee, the Indenture
Trustee, the Funding Corporation, the Collateral Trust Trustee or the Owner
Participant, or any Affiliate thereof, is engaged in or is a party to, or any
other activities or transactions which any Other Owner Participant is engaged in
or is a party to, including, without limitation, the Other Participation
Agreements and the Other Second Supplemental Participation Agreements.

(h) We express no opinion as to Applicable Laws concerning licenses and
permits relating to the construction, ownership or operation of electric
generating facilities.

(i) We have made no investigation as to, and we express no opinion
concerning, the securities law of any state, the Holding Company Act, the
Federal Power Act, PURPA, the rules and regulations under any of the foregoing
or any Applicable Law relating to energy, public utilities (other than in the
State of Georgia), the environment, health or safety.

C-1-4

EXHIBIT C-2
to
Second Supplemental
Participation Agreement

OPINION OF WHITE & CASE

(With respect to Owner Participant)

(1) Owner Participant is a partnership duly formed and validly
existing under the laws of the State of New York and has the partnership power
and authority to enter into and perform its obligations under each 1997
Refinancing Document to which it is a party.

(2) The execution, delivery and performance by Owner Participant of
each 1997 Refinancing Document to which it is a party have been duly authorized
by all necessary action on the part of Owner Participant.

(3) Each 1997 Refinancing Document to which Owner Participant is a
party have been duly executed and delivered by Owner Participant, and each
constitutes the legal, valid and binding obligation of Owner Participant,
enforceable against Owner Participant in accordance with its terms.

(4) Neither the execution, delivery or performance by Owner
Participant of the 1997 Refinancing Documents to which it is a party nor the
consummation by Owner Participant of the transactions contemplated thereby, nor
compliance by Owner Participant with any of the provisions thereof, conflicts
with, or results in a breach or contravention of any of the provisions of, the
partnership agreement of Owner Participant or any Applicable Law of the State of
New York or the United States of America, or requires any Governmental Action
under Applicable law of the United States or the State of New York, except such
as have been duly obtained, given or accomplished on or prior to the date
thereof.

C-2-1

EXHIBIT C-3(a)
to
Second Supplemental
Participation Agreement

OPINION OF XXXXXXXX, XXXXXX & FINGER

(With respect to Original Trustee)

(1) The Bank has been duly incorporated and is validly existing in
good standing as a banking corporation under the laws of the State of Delaware
and has the power and authority to execute, deliver and perform its obligations
under the Trust Agreement.

(2) The Original Trustee has the power and authority to execute,
deliver and perform its obligations as Owner Trustee under the Second
Supplemental Participation Agreement and the Restated Indenture (collectively,
the "Owner Trustee Documents") and to issue, execute and deliver the Series 1997
Refunding Lessor Note.

(3) The Bank or the Original Trustee, as the case may be, has duly
authorized, executed and delivered the Owner Trustee Documents, and each such
document constitutes a legal, valid and binding obligation of the Owner Trustee
(and, to the extent set forth in the Owner Trustee Documents, of the Bank),
enforceable against the Owner Trustee (and, to the extent set forth in the Owner
Trustee Documents, against the Bank), in accordance with its terms.

(4) The Original Trustee has duly authorized, issued, executed and
delivered the Series 1997 Refunding Lessor Note, and the Series 1997 Refunding
Lessor Note constitutes the legal, valid, and binding obligation of the Owner
Trustee enforceable against the Owner Trustee in accordance with its terms.

(5) Neither the execution, delivery and performance of the Bank or the
Original Trustee, as the case may be, of the Owner Trustee Documents, nor the
issuance of the Series 1997 Refunding Lessor Note by the Original Trustee, nor
the consummation of any of the transactions contemplated thereby, requires the
consent or approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any governmental authority or agency
of the State of Delaware or the United States of America governing the banking
or trust powers of the Bank.

(6) The execution, delivery and performance by the Bank or the
Original Trustee, as the case may be, of the Owner Trustee Documents, and the
consummation of any of the transactions contemplated thereby, are not in
violation of the charter or bylaws of the Bank or of any law, governmental rule
or regulation of the State of Delaware or the United States of America governing
the banking or trust powers of the Bank or, to our knowledge, of any indenture,
mortgage, bank credit agreement, note or bond purchase agreement, long-term
lease, license or other agreement or instrument to which the Bank is a party or
by which it is bound or, to our knowledge, of any judgment or order applicable
to the Bank.
C-3(a)-1

EXHIBIT C-3(b)
to
Second Supplemental
Participation Agreement

OPINION OF POWELL, GOLDSTEIN, XXXXXX & XXXXXX

(With respect to Georgia Trustee)

(1) The Georgia Bank is a national banking association validly
existing and holding a valid certificate to do business as a national banking
association, with trust powers, under the laws of the United States and has full
corporate power, authority and legal right under the laws of the United States
and the State of Georgia to execute, deliver and carry out the terms of Trust
Supplement No. 2 and the Trust Agreement. The Georgia Trustee has full
corporate power, authority and legal right under the laws of the United States
and the State of Georgia to execute, deliver and carry out the terms of the
Second Supplemental Participation Agreement, the Collateral Trust Indenture, the
Restated Indenture and the Second Lease Supplement (collectively, the "Owner
Trustee Documents") and to issue, execute and deliver the Series 1997 Refunding
Lessor Note.

(2) Assuming the Series 1997 Refunding Lessor Note has been duly
authorized, issued, executed and delivered by the Original Trustee and
authenticated by the Indenture Trustee, the Series 1997 Refunding Lessor Note
constitutes the legal, valid and binding obligation of the Owner Trustee
enforceable against the Owner Trustee in accordance with its terms.

(3) The execution and delivery of, and performance of the terms of,
the Owner Trustee Documents and the Series 1997 Refunding Lessor Note, by the
Georgia Trustee, acting through its Agent, do not violate, or constitute a
default under, the charter or bylaws of the Georgia Bank or any indenture,
mortgage, contract or other agreement, in each case known to us, to which the
Georgia Bank or the Georgia Trustee is a party or by which it is bound, and
(assuming no prohibition arising by reason of the nature or identity of any
other party thereto) do not constitute a violation by the Georgia Trustee of any
law, governmental rule or regulation of the United States or the State of
Georgia governing the banking or trust powers of the Georgia Bank.

(4) The execution and delivery by the Georgia Trustee, acting through
its Agent, of the Owner Trustee Documents and the issuance of the Series 1997
Refunding Lessor Note and the consummation of any of the transactions by the
Georgia Trustee contemplated thereby, did not on the date of execution and
delivery (or issuance) thereof and do not on the date hereof, require the
consent or approval of, giving of notice to, registration with, or taking of any
other action in respect to, any federal or state governmental authority or
agency under any law of the State of Georgia or any federal law of the United
States governing the banking or trust powers of the Georgia Bank, except such as
have been obtained, given or accomplished on or prior to the date hereof.

C-3(b)-1

EXHIBIT C-3(c)
to
Second Supplemental
Participation Agreement

OPINION OF POWELL, GOLDSTEIN, XXXXXX & XXXXXX

(With respect to BONY as agent of the Georgia Trustee)

(1) The Bank of New York ("BONY") is a validly existing state banking
corporation and trust company under the laws of the State of New York under the
supervision of the State of New York Banking Department and has full corporate
power, authority and legal rights under the laws of the State of New York to
execute, deliver and carry out the terms of the Second Supplemental
Participation Agreement, the Collateral Trust Indenture, the Restated Indenture
and the Second Lease Supplement (collectively, the "Owner Trustee Documents")
and to issue, execute and deliver the Series 1997 Refunding Lessor Note, in each
case, as agent of the Georgia Trustee.

(2) The Owner Trustee Documents have been duly authorized, executed
and delivered by BONY as Agent of the Georgia Trustee, and the Series 1997
Refunding Lease Note has been duly authorized, issued, executed and delivered by
BONY, as agent of the Georgia Trustee.

(3) The execution and delivery of, and performance of the terms of,
the Owner Trustee Documents and the issuance of the Series 1997 Refunding Lessor
Note by the Agent, as agent of the Georgia Trustee, are duly authorized by and
do not violate, or constitute a default under, the Transitional Services
Agreement dated as of December 1, 1995 by and among BONY, NationsBank
Corporation and certain of its subsidiaries of which the Georgia Trustee is the
successor by merger, the charter or bylaws of BONY or any indenture, mortgage,
contract or other agreement, in each case known to us, to which BONY
individually or acting as the Agent is a party or by which it is bound, and
(assuming no prohibition arising by reason of the nature or identity of any
other party thereto) do not violate any law, governmental rule or regulation of
the United States or the State of New York governing the banking or trust powers
of BONY.

(4) The execution and delivery by the Agent as agent of the Georgia
Trustee of the Owner Trustee Documents and the issuance of the Series 1997
Refunding Lessor Note and the consummation of any of the transactions by the
Agent as agent of the Georgia Trustee contemplated thereby do not on the date
hereof require the consent or approval of, giving of notice to, registration
with, or taking of any other action in respect to, any federal or state
governmental authority or agency under any law of the State of New York, or any
federal law of the United States governing the banking or trust powers of BONY,
except such as have been obtained, given or accomplished on or prior to the date
hereof.

C-3(c)-1

EXHIBIT C-4
to
Second Supplemental
Participation Agreement

OPINION OF POWELL, GOLDSTEIN, XXXXXX & XXXXXX

(With respect to BONY-Florida as agent of the Indenture Trustee)

(1) The Bank of New York Trust Company of Florida, N.A.
("BONY-Florida") is a national banking association validly existing and holding
a valid certificate to do business as a national banking association, with trust
powers, and has full corporate power and authority to execute, deliver and carry
out the terms of the Second Supplemental Participation Agreement and the
Restated Indenture (collectively, the "Indenture Trustee Documents") as the
Indenture Trustee.

(2) The Indenture Trustee Documents have been duly authorized,
executed and delivered by BONY-Florida as the Indenture Trustee.

(3) The execution and delivery of, and performance of the terms of,
the Indenture Trustee Documents do not violate, or constitute a default under,
the charter or bylaws of BONY-Florida or any indenture, mortgage, contract or
other agreement, in each case known to us, to which BONY-Florida is a party or
by which it is bound, and (assuming no prohibition arising by reason of the
nature or identity of any other party thereto) do not violate any law,
governmental rule or regulation of the United States governing the banking or
trust powers of BONY-Florida or the State of Georgia.

(4) The execution and delivery by BONY-Florida as Indenture Trustee of
the Indenture Trustee Documents and the consummation by the Indenture Trustee of
any of the transactions contemplated thereby do not on the date hereof require
the consent or approval of, giving of notice to, registration with, or taking of
any other action in respect to, any federal or state governmental authority or
agency under any law of the State of Georgia or any federal law of the United
States governing the banking or trust powers of BONY-Florida, except such as
have been obtained, given or accomplished on or prior to the date hereof.
C-4-1

EXHIBIT C-5
to
Second Supplemental
Participation Agreement

OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP

(1) The execution and delivery by the Owner Participant of the Second
Supplemental Participation Agreement and the performance by the Owner
Participant of the Second Supplemental Participation Agreement do not contravene
any provision of the Public Utility Holding Company Act of 1935, as amended, or
the Federal Power Act, as amended (collectively, the "Federal Regulatory Acts")
or, require any Governmental Action under any Federal Regulatory Act, except for
the execution and delivery by Oglethorpe of the Notice of Proposed Transaction
to the RUS and the expiration of the objection period thereto; the execution and
delivery of the Amendment No. 1 to the Tax Indemnification Agreement by the RUS;
and the filing by the Georgia Trustee of the Amendment to the Original
Certificate on Form U-7D;

(2) Neither the Owner Participant nor the Owner Trustee will be
subject to regulation under either of the Federal Regulatory Acts solely as a
result of its entering into, and its performance of the transactions
contemplated by, the 1997 Refinancing Documents.

(3) Assuming each of the Second Supplemental Participation Agreement,
the Second Lease Supplement and Amendment No. 1 to the Tax Indemnification
Agreement has been duly executed and delivered by Oglethorpe, each of the Second
Supplemental Participation Agreement, the Second Lease Supplement and the
Amendment No. 1 to the Tax Indemnification Agreement constitutes the legal,
valid and binding obligation of Oglethorpe, enforceable against Oglethorpe in
accordance with its respective terms.

(4) The consummation by the Funding Corporation of the transactions
contemplated by the Second Supplemental Participation Agreement will not result
in any violation of existing Federal or New York law (assuming compliance with
all applicable state securities and Blue Sky laws), including the Investment
Company Act of 1940, as amended.

(5) Under the circumstances contemplated by the Second Supplemental
Participation agreement, it is not necessary in connection with the offering,
sale and delivery by Owner Trustee of the Series 1997 Refunding Lessor Note to
register such note under the Securities Act or to qualify the Restated Indenture
under the Trust Indenture Act of 1939, as amended.

(6) All conditions precedent to the issuance of the Series 1997
Refunding Lessor Note under the Restated Indenture have been complied with.

C-5-1

EXPLANATORY STATEMENT TO
SECOND SUPPLEMENTAL PARTICIPATION AGREEMENT NO. 2

Except as described below, the following agreements are substantially
similar in material respects to Second Supplemental Participation Agreement
No. 2, dated as of December 17, 1997, among Oglethorpe Power Corporation (An
Electric Membership Corporation), as Lessee; DFO Partnership, as Owner
Participant; Wilmington Trust Company and NationsBank, N.A., acting through
its agent, The Bank of New York, as Owner Trustee; The Bank of New York Trust
Company of Florida, N.A., as Lease Indenture Trustee; CoBank, ACB, as Loan
Participant; OPC Xxxxxxx Funding Corporation; OPC Xxxxxxx 1997 Funding
Corporation A; SunTrust Bank, Atlanta, as Original Collateral Trust Trustee;
and SunTrust Bank, Atlanta, as Collateral Trust Trustee ("Participation
Agreement No. 2"):

1. Second Supplemental Participation Agreement No. 1, dated as of December
17, 1997, among Oglethorpe Power Corporation (An Electric Membership
Corporation), as Lessee; IBM Credit Financing Corporation, as Owner
Participant; Wilmington Trust Company and NationsBank, N.A., acting
through its agent, The Bank of New York, as Owner Trustee; The Bank of
New York Trust Company of Florida, N.A., as Lease Indenture Trustee;
CoBank, ACB, as Loan Participant; OPC Xxxxxxx 1997 Funding Corporation A;
and SunTrust Bank, Atlanta, as Collateral Trust Trustee ("Participation
Agreement No. 1");

2. Second Supplemental Participation Agreement No. 3, dated as of December
17, 1997, among Oglethorpe Power Corporation (An Electric Membership
Corporation), as Lessee; Chrysler Financial Corporation, as Owner
Participant; Wilmington Trust Company and NationsBank, N.A., acting
through its agent. The Bank of New York, as Owner Trustee; The Bank of
New York Trust Company of Florida, N.A., as Lease Indenture Trustee;
CoBank, ACB, as Loan Participant; OPC Xxxxxxx 1997 Funding Corporation A;
and SunTrust Bank, Atlanta, as Collateral Trust Trustee ("Participation
Agreement No. 3"); and

3. Second Supplemental Participation Agreement No. 4, dated as of December
17, 1997, among Oglethorpe Power Corporation (An Electric Membership
Corporation), as Lessee; HEI Investment Corp., as Owner Participant;
Wilmington Trust Company and NationsBank, N.A., acting through its agent,
The Bank of New York, as Owner Trustee; The Bank of New York Trust
Company of Florida, N.A., as Lease Indenture Trustee; CoBank, ACB, as
Loan Participant; OPC Xxxxxxx 1997 Funding Corporation A; and SunTrust
Bank, Atlanta, as Collateral Trust Trustee ("Participation Agreement No.
4").

The following sets forth the material differences between Participation
Agreement No. 2 and Participation Agreement No. 1, Participation Agreement
No. 3 and Participation Agreement No. 4;

1. The loan amount set forth in Section 2.01 of Participation Agreement No.
1, Participation Agreement No. 3 and Participation Agreement No. 4 is
$81,506,000.00, $43,237,000.00 and $57,202,000.00, respectively.

2. Schedule 1 to Participation Agreement No. 1, Participation Agreement No.
3 and Participation Agreement No. 4 is attached as Exhibit A, B and C,
respectively.

Exhibit A

Revised Schedule 1
to
Participation Agreement No. 1

OWNER PARTICIPANT INFORMATION

A. Owner Participant: IBM Credit Financing Corporation

(1) All Payments to Owner Participant should be made by wire transfer of
immediately available funds to:

Bankers Trust Company
Xxx Xxxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
ABA# 000000000
Account# 00-000-000

On and after 2/1/98 to

The Chase Manhattan Bank
One Chase Xxxxxxxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
ABA# 000000000
Account# 000-0-000000

(2) All notices and written confirmation of such wire transfers should
be sent to:

IBM Credit Financing Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: VP & General Counsel

B-1. Amount invested pursuant to Article 3 of the Original Participation
Agreement on the Closing Date:

Owner Participant $27,274,779
Loan Participant $111,375,000

B-2. Owner Participant agrees (for the benefit of Lessee only and not for
the benefit of Loan Participant) that, so long as there has not
occurred and is continuing a Lease Event of Default under clause (a),

(d) or (e) of Article 14 of the Lease, on each of the below-specified
Rent Payment Dates it will reimburse Lessee with immediately available
funds for any payment of Basic Rent made by Lessee pursuant to Section
3.2 of the Lease on such Rent Payment Date up to the amount set forth
below opposite such Rent Payment Date:

Rent Payment Dates Basic Rent
------------------ -------------
June 30, 1987 $ 0.00
December 31, 1987 $6,875,000.00

B-3. Adjustment of amount invested pursuant to transactions under the Second
Supplemental Participation Agreement No. 1:

Repayment of Loan
Participant's Investment
- Principal $81,505,149.36
- Interest $ 2,508,721.44
Loan by Company $81,506,000.00

C. Undivided Interest Percentage: 20.8860760

D. Facility Cost: $137,500,000.00

E. Transaction Expenses: $ 1,149,779.00

Lessors' Cost $138,649,779.00

E-1. Transaction Expense pursuant to
Second Supplemental Participation
Agreement No. 1 $ 982,179.15

F. Installments of Basic Rent

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 0.0000000
30-Jun-98 4.3161357
31-Dec-98 4.0336471
30-Jun-99 2.5430066
31-Dec-99 5.5078131
30-Jun-00 2.5436166
31-Dec-00 5.5071978
30-Jun-01 2.6180203
31-Dec-01 5.4331952
30-Jun-02 2.5540774
31-Dec-02 5.4974485
30-Jun-03 2.4868712
31-Dec-03 5.5642712
30-Jun-04 2.4165996
31-Dec-04 5.6349781
30-Jun-05 2.3431016
31-Dec-05 5.7079399
30-Jun-06 2.2662555
31-Dec-06 5.7963180
30-Jun-07 6.7013129
31-Dec-07 1.3495102
30-Jun-08 7.3250814
31-Dec-08 0.7257271
30-Jun-09 7.5635453
31-Dec-09 0.4872924
30-Jun-10 7.8191849
31-Dec-10 0.2316382
30-Jun-11 6.6756674
31-Dec-11 1.1751557
30-Jun-12 0.0000000
31-Dec-12 8.0284597
30-Jun-13 4.0254116

G. Stipulated Loss Values

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 91.8338299
30-Jun-98 89.9494947
31-Dec-98 88.1221175
30-Jun-99 87.7345630
31-Dec-99 84.4000243
30-Jun-00 83.9397200
31-Dec-00 80.5331496
30-Jun-01 80.0006576
31-Dec-01 76.5185968
30-Jun-02 75.9824409
31-Dec-02 72.3569917
30-Jun-03 71.8723542
31-Dec-03 68.0479990
30-Jun-04 67.5454863
31-Dec-04 63.5903327
30-Jun-05 63.1485177
31-Dec-05 58.9857113
30-Jun-06 58.5086903
31-Dec-06 54.2237247
30-Jun-07 55.7885505
31-Dec-07 49.1742742
30-Jun-08 50.7007427
31-Dec-08 44.1139701
30-Jun-09 45.7312252
31-Dec-09 39.2550011
30-Jun-10 41.0145215
31-Dec-10 34.6937057
30-Jun-11 36.6480414
31-Dec-11 30.5865507
30-Jun-12 32.7182134
31-Dec-12 27.1213979
30-Jun-13 25.0000000

H. Termination Values:

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 91.2102827
30-Jun-98 89.2794961
31-Dec-98 87.4056930
30-Jun-99 86.9684955
31-Dec-99 83.5808741
30-Jun-00 83.0638088
31-Dec-00 79.5935444
30-Jun-01 78.9991526
31-Dec-01 75.4476950
30-Jun-02 74.8373336
31-Dec-02 71.1325369
30-Jun-03 70.5630539
31-Dec-03 66.6479140
30-Jun-04 66.0484500
31-Dec-04 61.9895629
30-Jun-05 61.4368265
31-Dec-05 57.1554126
30-Jun-06 56.5515657
31-Dec-06 52.1309859
30-Jun-07 53.5508005
31-Dec-07 46.7814649
30-Jun-08 48.1421294
31-Dec-08 41.3780641
30-Jun-09 42.8057413
31-Dec-09 36.1268030
30-Jun-10 37.6695626
31-Dec-10 31.1169661
30-Jun-11 32.8234604
31-Dec-11 26.4969548
30-Jun-12 26.3452390
31-Dec-12 22.4454090
30-Jun-13 20.0000000

1. Conditions Precedent to Obligations of Lessee under Original
Participation Agreement:

(1) Lessee received an executed copy of the Guaranty, attached to
Schedule I of the Original Participation Agreement as Exhibit A (the
"Guaranty").

(2) Lessee received, in form and substance satisfactory to it, a copy of
the resolutions of the Board of Directors of the Guarantor (as
defined in the Guaranty), certified as of the Closing Date by the
Secretary or an Assistant Secretary thereof, duly authorizing the
execution, delivery and performance by Guarantor of the Guaranty,
together with an incumbency certificate as to the Person or Persons
authorized to execute and deliver such document on its behalf and
including specimen signatures of such Person or Persons.

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, Xxxxxxxxx,
Xxxxxx & Xxxxxxxxx, P.C., special regulatory counsel for Lessee,
substantially in the form of Exhibit B attached to Schedule I to the
Original Participation Agreement.

K. Regulation:

"public utility holding company" under any Applicable Law immediately
prior to the Closing on the Closing Date or immediately prior to the
Transaction 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 or the Transaction Documents to which any of
them is a party, subject to regulation as 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 and an amendment thereto on Form U-A in connection with the
transactions contemplated by the Supplemental Participation Agreement).

L. Exception to Section 5.1 (k):

No Exception.

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 $ 68,220,194
Cost of the Special 5-Year
Property $ 69,270,806

Lessee's Adjusted Basis in
the Undivided Interest $ 69,279,806

Lessee's Unadjusted Basis
in the Undivided Interest $106,858,313

O. Rent Adjustment.:

None.

EXHIBIT B

REVISED SCHEDULE 1
to
Participation Agreement No. 3

OWNER PARTICIPANT INFORMATION

A. Owner Participant: Chrysler Financial Corporation

(1) All payments to Owner Participant should be made by wire transfer
of immediately available funds to:

Acount No. 000-0-000000 at
Chase Manhattan Bank, Xxx Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxx, XX 00000

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:

Chrysler Financial Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: 45 Portfolio Administration

B-1. Amount invested pursuant to Article 3 of the Original Participation
Agreement on the Closing Date:

Owner Participant $28,317,056
Loan Participant $49,831,000

B-2. Adjustment of amount invested pursuant to transactions under
Supplemental Participation Agreement No. 3:

Repayment of
Owner Participant's Investment $3,973,929.95

Repayment of
Loan Participant's Investment
-- Principal $49,831,000,00
-- Interest $ 1,063,606.80

Loan by Company $56,305,000.00

B-3. Adjustment of amount invested pursuant to transactions under the Second
Supplemental Participation Agreement No. 3:

Repayment of
Loan Participant's Investment

-- Principal $43,237,000
-- Interest $ 1,945,544.89

Loan by Company $43,237,000

C. Undivided Interest Percentage: 11.7721519%

D. Facility Cost: $77,500,000.00

E. Transaction Expenses:

(1) On Closing Date $ 648,056.00

(2) On Refinancing Date under
Supplemental Participation
Agreement $ 1,436,463.25

Lessors' Cost $79,584,519.25

E-1. Transaction Expense pursuant to
Second Supplemental Participation
Agreement $ 553,591.88

F. Installments of Basic Rent

Rent Payment Percentage of
Dates Facility Cost
------------ --------------

17-Dec-97 0.0000000
30-Jun-98 4.3946506
31-Dec-98 4.1063133
30-Jun-99 2.7170909
31-Dec-99 5.4805482
30-Jun-00 2.6517428
31-Dec-00 5.5458988
30-Jun-01 2.5859472
31-Dec-01 5.6117103
30-Jun-02 2.5172920
31-Dec-02 5.6851444
30-Jun-03 1.5884183
31-Dec-03 6.6104096
30-Jun-04 1.3090873
31-Dec-04 6.8892696
30-Jun-05 1.1145352
31-Dec-05 7.0835674
30-Jun-06 0.9657499
31-Dec-06 7.1937954
30-Jun-07 7.7572848
31-Dec-07 0.4384222
30-Jun-08 8.0397075
31-Dec-08 0.1736505
30-Jun-09 5.1449730
31-Dec-09 3.0808862
30-Jun-10 0.0000000
31-Dec-10 8.1972761
30-Jun-11 0.0000000
31-Dec-11 8.1972761
30-Jun-12 0.0000000
31-Dec-12 8.1745058
30-Jun-13 4.0986380

G. Stipulated Loss Values

Rent Payment Percentage of
Dates Facility Cost
------------ --------------
17-Dec-97 89.8992482
30-Jun-98 86.9391870
31-Dec-98 85.0270442
30-Jun-99 84.5107183
31-Dec-99 81.2474307
30-Jun-00 80.7291799
31-Dec-00 77.3352688
30-Jun-01 76.8149344
31-Dec-01 73.2895754
30-Jun-02 72.7697753
31-Dec-02 69.1053761
30-Jun-03 69.4462872
31-Dec-03 61.7912799
30-Jun-04 65.3078481
31-Dec-04 60.3549935
30-Jun-05 61.0912331
31-Dec-05 55.9843229
30-Jun-06 56.9141176
31-Dec-06 51.7594861
30-Jun-07 45.9702617
31-Dec-07 47.4249013
30-Jun-08 41.4524295
31-Dec-08 43.2787291
30-Jun-09 40.3346265
31-Dec-09 39.5070205
30-Jun-10 41.6989524
31-Dec-10 35.9734294
30-Jun-11 37.9154134
31-Dec-11 31.9975109
30-Jun-12 33.7376099
31-Dec-12 27.6306244
30-Jun-13 25.0000000

H. Termination Values

Rent Payment Percentage of
Dates Facility Cost
------------ --------------
17-Dec-97 89.0545022
30-Jun-98 86.0409747
31-Dec-98 84.0759314
30-Jun-99 83.5035895
31-Dec-99 80.1809867
30-Jun-00 79.5999273
31-Dec-00 76.1395085
30-Jun-01 75.5487494
31-Dec-01 71.9488180
30-Jun-02 71.3500536
31-Dec-02 67.6020393
30-Jun-03 67.8544109
31-Dec-03 63.1056495
30-Jun-04 63.5229419
31-Dec-04 58.4649648
30-Jun-05 59.0898905
31-Dec-05 53.8651105
30-Jun-06 54.6700935
31-Dec-06 49.3832995
30-Jun-07 43.4541287
31-Dec-07 44.7605798
30-Jun-08 38.6311920
31-Dec-08 40.2913338
30-Jun-09 37.1712876
31-Dec-09 36.1573757
30-Jun-10 38.1520291
31-Dec-10 32.2176089
30-Jun-11 33.9383925
31-Dec-11 27.7862621
30-Jun-12 29.2783382
31-Dec-12 22.9087224
30-Jun-13 20.0000000

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, Xxxxxxxxx,
Xxxxxx & Levenberg, P.C., special regulatory counsel for Lessee,
substantially in the form of Exhibit B 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 on the Transaction 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 or immediately
prior to the Transaction 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 or the Transaction Documents
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.

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 $ 38,451,382
Cost of the Special 5-Year
Property $ 39,048,618

Lessee's Adjusted Basis in
the Undivided Interest -- $ 39,048,618

Lessee's Unadjusted Basis
in the Undivided Interest $ 60,229,231

O. Rent Adjustment:

None.

EXHIBIT C

REVISED SCHEDULE 1
to
Participation Agreement No. 4

OWNER PARTICIPANT INFORMATION

A. Owner Participant: HEI Investment Corporation

(1) All payments to Owner Participant should be made by wire transfer
of immediately available funds to:

Account No. 01-170422 at
First Hawaiian Bank
Honolulu, Hawaii, Aba No. 000000000

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:

HEI Investment Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, President

B-1. Amount invested pursuant to Article 3 of the Original Participation
Agreement on the Closing Date:

Owner Participant $ 37,236,203
Loan Participant $ 63,600,000

B-2. Adjustment of amount invested pursuant to transactions under the
Supplemental Participation Agreement:

Repayment of
Owner Participant's Investment $ 5,884,143.44

Repayment of
Loan Participant's Investment
-- Principal $ 63,600,000.00
-- Interest $ 1,357,355.59
Loan by Company $ 72,695,000.00

B-3. Adjustment of amount invested pursuant to transactions under the Second
Supplemental Participation Agreement:

Repayment of
Loan Participant's Investment
-- Principal $ 57,202,000
-- Interest $ 2,573,931.11
Loan by Company $ 57,202,000

C. Undivided Interest Percentage: 15.1898734

D. Facility Cost $100,000,000.00

E. Transaction Expenses:

(1) On Closing Date $ 836,203.00

(i) On Refinancing Date under
Supplemental Participation
Agreement No. 4 $ 1,853,500.97

Lessors' Cost $102,689,703.97

E-1. Transaction Expense pursuant to
Second Supplemental Participation
Agreement No. 4 $ 714,312.11

F. Installments of Basic Rent

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 0.0000000
30-Jun-98 4.2476196
31-Dec-98 3.9688374
30-Jun-99 2.6543420
31-Dec-99 5.2694746
30-Jun-00 2.5952083
31-Dec-00 5.3284837
30-Jun-01 2.5327339
31-Dec-01 5.3904822
30-Jun-02 2.4674022
31-Dec-02 5.4563257
30-Jun-03 2.3990592
31-Dec-03 5.5362760
30-Jun-04 5.8597603
31-Dec-04 2.0632608
30-Jun-05 5.9533563
31-Dec-05 1.9696648
30-Jun-06 6.9661455
31-Dec-06 0.9696301
30-Jun-07 7.1696301
31-Dec-07 0.7534361
30-Jun-08 7.4014361
31-Dec-08 0.5216203
30-Jun-09 7.6496203
31-Dec-09 0.2730670
30-Jun-10 7.9160670
31-Dec-10 0.0065556
30-Jun-11 7.9219183
31-Dec-11 0.0000000
30-Jun-12 7.9010127
31-Dec-12 0.0000000
30-Jun-13 9.9615105

G. Stipulated Loss Values

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 88.0631187
30-Jun-98 88.7450468
31-Dec-98 86.9641913
30-Jun-99 86.4867881
31-Dec-99 83.3819461
30-Jun-00 82.9756099
31-Dec-00 79.6566881
30-Jun-01 79.2962987
31-Dec-01 75.7869480
30-Jun-02 75.3884377
31-Dec-02 71.7676678
30-Jun-03 71.4194051
31-Dec-03 67.5843874
30-Jun-04 69.3737328
31-Dec-04 63.1352140
30-Jun-05 64.8416032
31-Dec-05 58.5491310
30-Jun-06 60.1716795
31-Dec-06 53.8774659
30-Jun-07 55.4869778
31-Dec-07 49.2345835
30-Jun-08 50.8669388
31-Dec-08 44.6810176
30-Jun-09 46.3600659
31-Dec-09 40.2699612
30-Jun-10 42.0240592
31-Dec-10 36.0633758
30-Jun-11 37.9247412
31-Dec-11 31.7815204
30-Jun-12 33.4265618
31-Dec-12 27.0713332
30-Jun-13 24.5491060

H. Termination Values:

Rent Payment Percentage of
Dates Facility Cost
------------ -------------
17-Dec-97 87.2044335
30-Jun-98 87.8351455
31-Dec-98 86.0033331
30-Jun-99 85.4713120
31-Dec-99 82.3082277
30-Jun-00 81.8415800
31-Dec-00 78.4583759
30-Jun-01 78.0320692
31-Dec-01 74.4490416
30-Jun-02 73.9748060
31-Dec-02 70.2741249
30-Jun-03 69.8414447
31-Dec-03 65.9173406
30-Jun-04 67.6125777
31-Dec-04 61.2747457
30-Jun-05 62.8762389
31-Dec-05 56.4730778
30-Jun-06 57.9787237
31-Dec-06 51.5593961
30-Jun-07 53.0347960
31-Dec-07 46.6379349
30-Jun-08 48.1153975
31-Dec-08 41.7625863
30-Jun-09 43.2626697
31-Dec-09 36.9797172
30-Jun-10 38.5269945
31-Dec-10 32.3434451
30-Jun-11 33.9658040
31-Dec-11 27.5825184
30-Jun-12 28.9707241
31-Dec-12 22.3573975
30-Jun-13 19.5491060

I. Conditions Precedent to Obligations of Lessee under Original
Participation Agreement:

(1) Lessee received an executed copy of the Guaranty, attached to
Schedule I of the Original Participation Agreement as Exhibit A (the
"Guaranty").

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, Xxxxxxxxx, Xxxxxx &
Levenberg, P.C., special regulatory counsel for Lessee, substantially in
the form of Exhibit B attached to Schedule I to the Original
Participation Agreement.

K. Regulation:

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 or immediately prior to the Transaction 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 or the
Transaction Documents to which any of them is a party, subject to
regulation as a Public Utility, a Holding Company, or a Subsidiary
Company.

L. Exception to Section 5.1(k):

HEI Investment Corp. is a "subsidiary company" (as such term is defined
in Section 2(a)(8) of the Holding Company Act, of a "holding company" (as
such term is defined in Section 2(a)(7) of the Holding Company Act), which is
exempt from the registration provisions of the Holding Company Act pursuant
to Section 3(a)(1) of the Holding Company Act and HEI Investment Corp., as a
result of the transactions contemplated by the Participation Agreement, may
be deemed to be a "public-utility" (as such term is defined in Section
3(a)(5) of the Holding Company Act) under the Holding Company Act.

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 $49,614,686
Cost of the Special 5-Year
Property $50,385,314
Lessee's Adjusted Basis in
The Undivided Interest $50,385,314
Lessee's Unadjusted Basis
in the Undivided Interest $77,715,137

O. Rent Adjustment:

None.

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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...

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