FIRST AMENDMENT TO AMENDED AND RESTATED WHOLESALE POWER CONTRACT

EXHIBIT 10.8.2

FIRST AMENDMENT

TO

AMENDED AND RESTATED WHOLESALE POWER CONTRACT

THIS FIRST AMENDMENT, dated as of June 1, 2005 (this “First Amendment”) is made to the Amended and Restated Wholesale Power Contract, dated as of January 1, 2003 (the “Wholesale Power Contract”) by and between Oglethorpe Power Corporation (An Electric Membership Corporation) (the “Seller”) and Altamaha Electric Membership Corporation (the “Purchaser”).

WHEREAS, the Purchaser and the Seller desire to provide for an extension of the initial term of the Wholesale Power Contract originally set forth in Section 12.1 of the Wholesale Power Contract.

NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein, the Purchaser and the Seller do hereby agree as follows:

1. Extension of Term.  Effective as of the date of this First Amendment, the second sentence of Section 12.1 of the Wholesale Power Contract is hereby amended to read in its entirety as follows:

This Agreement shall remain in effect until December 31, 2050, and from year to year thereafter unless terminated on December 31, 2050, or any succeeding December 31, by either party’s giving to the other not less than three years’ prior written notice of its intention to terminate.

2. Reduction in Term.  Effective as of the date of this First Amendment, Section 12.2 of the Wholesale Power Contract is hereby deleted.

3. Confirmation of Wholesale Power Contract.  Except as expressly amended in this First Amendment, the Purchaser and Seller expressly ratify and confirm the Wholesale Power Contract.

[Signatures On Next Page]

IN WITNESS WHEREOF, the Seller and Purchaser have duly executed and delivered this First Amendment as of the date first above written.

SELLER:					PURCHASER:
OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)					ALTAMAHA ELECTRIC MEMBERSHIP CORPORATION
By:	/s/ Xxxxxx X. Xxxxx				By:	/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxx					Name: Xxxxx X. Xxxxxxxx
Title:			President and Chief Executive		Title: General Manager
			Officer
[CORPORATE SEAL]					[CORPORATE SEAL]
ATTEST:					ATTEST:
By:		/s/ Xxxxxxxx X. Xxxx			By:	/s/ Xxxxxxx Xxxx
Name: Xxxxxxxx X. Xxxx					Name: Xxxxxxx Xxxx
Title: Secretary					Title: Secretary-Treasurer

Schedule to Exhibit 10.8.2

First Amendment to Amended and Restated Wholesale Power Contract

The following is a list of substantially identical First Amendment to Amended and Restated Wholesale Power Contracts for 37 other Electrical Membership Corporations:

1.	Amicalola EMC
2.	Canoochee EMC
3.	Xxxxxxx EMC
4.	Central Georgia EMC
5.	Coastal EMC (d/b/a Coastal Electric Cooperative)
6.	Xxxx EMC
7.	Xxxxxxxx EMC
8.	Coweta-Fayette EMC
9.	Diverse Power Incorporated, an EMC
10.	Excelsior EMC
11.	Xxxxx EMC
12.	Greystone Power Corporation, an EMC
13.	Habersham EMC
14.	Xxxx EMC
15.	Xxxxx EMC
16.	Xxxxxxx EMC
17.	Jefferson Energy Cooperative, an EMC
18.	Xxxxx EMC, d/b/a Southern Rivers Energy
19.	Little Ocmulgee EMC
20.	Middle Georgia EMC
21.	Xxxxxxxx EMC
22.	Ocmulgee EMC
23.	Oconee EMC
24.	Okefenoke Rural EMC
25.	Pataula EMC
26.	Planters EMC
27.	Xxxxx EMC
28.	Satilla Rural EMC
29.	Sawnee EMC
30.	Slash Pine EMC
31.	Snapping Shoals EMC
32.	Sumter EMC
33.	Three Notch EMC
34.	Tri-County EMC
35.	Xxxxx EMC
36.	Xxxxxx EMC
37.	Washington EMC