OGLETHORPE POWER CORPORATION (An Electric Membership Corporation) UNDERWRITING AGREEMENT Underwriting AgreementUnderwriting Agreement • November 8th, 2010 • Oglethorpe Power Corp • Electric services • New York
Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized under the laws of the State of Georgia (the "Company"), proposes to issue and sell to the Underwriters listed in Schedule I hereto (the "Underwriters"), for whom J.P. Morgan Securities LLC ("J.P. Morgan"), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. are acting as representatives (the "Representatives"), an aggregate of $450,000,000 principal amount of its 5.375% First Mortgage Bonds, Series 2010 A due 2040 (the "Securities"). The Securities will be issued pursuant to an Indenture dated as of March 1, 1997 (the "Base Indenture"), made by the Company, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), to U.S. Bank National Association, successor to SunTrust Bank, Atlanta, as trustee (the "Trustee"), as supplemented through and including the Fifty-Sixth Supplemental Indenture (the "Supple
