This instrument, when recorded, should be returned to: Christopher J. Moore Orrick, Herrington & Sutcliffe LLPDebt and Security Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (P1)Loan and Security Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
THIS AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (P1) (this “Amendment”) is made as of May 22, 2009, by and among (i) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia (herein, together with its successors and permitted assigns, called “Oglethorpe”); (ii) ROCKY MOUNTAIN LEASING CORPORATION, a corporation organized under the laws of the State of Delaware (herein, together with its successors and permitted assigns, called “RMLC”); (iii) Philip Morris Capital Corporation, a corporation organized under the laws of the State of Delaware, as Owner Participant (herein, in such capacity, together with its successors and permitted assigns, called the “Owner Participant”); (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, successor in interest to Fleet National Bank, not in its individual capacity, except as expressly provided herein
SURETY BOND IMPLEMENTATION AGREEMENT (P1)Surety Bond Implementation Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
BERKSHIRE GUARANTY AGREEMENT (P1)Berkshire Guaranty Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services • New York
WHEREAS, pursuant to a Participation Agreement (P1), dated as of December 30, 1996 (the “Participation Agreement”), by and among Oglethorpe, Rocky Mountain Leasing Corporation (“RMLC”), U.S. Bank National Association, successor to SunTrust Bank, Atlanta (the “Facility Lessor”), U.S. Bank National Association, successor to Fleet National Bank (the “Owner Trustee”), Philip Morris Capital Corporation (the “Owner Participant”) and Utrecht-America Finance Co. (the “Lender”), (i) Oglethorpe has leased an undivided interest in its interest as tenant-in-common in the Facility to the Facility Lessor pursuant to the Head Lease, (ii) the Facility Lessor has leased such undivided interest in the Facility to RMLC pursuant to the Facility Lease, (iii) RMLC has leased such undivided interest in the Facility to Oglethorpe pursuant to the Facility Sublease, (iv) Oglethorpe has leased an undivided interest in its interest as a tenant-in-common in the Rocky Mountain Site to the Facility Lessor pursuant t
This instrument, when recorded, should be returned to: Christopher J. Moore Orrick, Herrington & Sutcliffe LLPAnd Security Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
AMENDMENT NO. 1 TO FACILITY LEASE AGREEMENT (P1)Facility Lease Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
THIS AMENDMENT NO. 1 TO FACILITY LEASE AGREEMENT (P1) (this “Amendment”) is made as of May 22, 2009, by and between (i) U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, successor in interest to SunTrust Bank, Atlanta, not in its individual capacity but solely as Co-Trustee under the Trust Agreement (herein, together with its successors and permitted assigns, called the “Co-Trustee”), and (ii) ROCKY MOUNTAIN LEASING CORPORATION, a corporation organized under the laws of the State of Delaware (herein, together with its successors and permitted assigned, called “RMLC”). Capitalized terms used herein and not otherwise defined being used herein as defined in the Facility Lease (as defined below) or in Appendix A thereto, as heretofore amended.
This instrument, when recorded, should be returned to: Christopher J. Moore Orrick, Herrington & Sutcliffe LLPHead Lease Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
AMENDMENT NO. 1 TO FACILITY SUBLEASE AGREEMENT (P1)Facility Sublease Agreement • May 28th, 2009 • Oglethorpe Power Corp • Electric services
THIS AMENDMENT NO. 1 TO FACILITY SUBLEASE AGREEMENT (P1) (this “Amendment”) is made as of May 22, 2009, by and between (i) OGLETHORPE POWER CORPORATION, (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia (herein, together with its successors and permitted assigned, called “Oglethorpe”), and (ii) ROCKY MOUNTAIN LEASING CORPORATION, a corporation organized under the laws of the State of Delaware (herein, together with its successors and permitted assigned, called “RMLC”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Facility Sublease (as defined below) or in Appendix A thereto, as heretofore amended.
