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Paul Ameer Colyar, Kelly; tdunbar@greengatellc.com; "Sandra Claghorn"; "Paul Barbian"; "Brian Oakley"; "Renee Sass" Whitcombe, Nicholas RE: Credit Policy OPC Call Thursday, December 03, 2009 2:44:13 PM

Kelly, We will request that the OPC term sheet be revised to provide for alternative language regarding the 70% [GO] limit per disbursement. Below, please find a response from OPC regarding the question whether OPC is regulated or not by the GSPC. As you will see from the response, which is consistent with our understanding, OPC itself is not subject to any regulation by the GSPC (it does not have to obtain rate approval, it does not have to obtain approval for debt issuances, etc.). Rather it is the EMCs (electric membership cooperatives) that are required to obtain certain approvals from the GSPC. Please let us know if this response is adequate or whether you need any additional information (this matter is being investigated separately by Georgia counsel). *************** Email from Anne Appleby, Treasurer, OPC, 3 November 2009 In response to the first question below, under Georgia law, PSC approval is required for an EMC to issue debt with a repayment longer than 12 months; please see the attached document "GA Statute Sec. 46-2-28" for this governing law. The relevant regulations are found in the PSC Rules 515-4-1-.01 (see please the attached document "GA PSC Rules"). Below I have briefly summarized the process that the EMC's follow: An EMC files all required loan documentation with the PSC (see attached "Loan Filing Checklist"). The request is first reviewed by the PSC's Energy Staff Division. If everything appears acceptable, it is placed on the Agenda for review by the Energy Committee with the staff recommendation. The Energy Committee asks questions about the loan, reviews the financials and other documentation provided and they review the commitment from the lender to make sure it is legitimate. However, the Energy Committee doesn't actually vote on whether or not to approve it. If everything is in order, The Energy Committee will then consent to the item being placed on the Administrative Agenda. The PSC Commissioners then meet to act on the Administrative Agenda. The entire process takes about six weeks to allow time for the Energy Staff to review the request and make its recommendation, the Energy Committee to conduct its review and for it to be placed on the Administrative Agenda to be acted on by the Commissioners. I consulted with senior staff at Georgia Electric Membership Corporation ("GEMC") regarding whether they were aware of any instance of the PSC denying a loan requested by an EMC. They were not aware of any denials and one of these senior managers has been at the GEMC since 1984. GEMC is the statewide organization for the 42 EMC's in Georgia, 38 of which own Oglethorpe (39 if Flint Energies is included). GEMC provides numerous services for and on behalf of the EMC's including training, safety and education, communications and media relations, government relations and economic and community development. Senior staff members at GEMC help guide

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the EMC's through the PSC loan approval process. I think you are already aware of this but Oglethorpe itself is not subject to any oversight by the GA PSC. I trust that this information regarding our Members will be helpful but please let me know if you have any follow-up questions ******************** There are a number of on-going due diligence matters in respect of GPC (as well as the other applicants, and including GSPC) which will continue well beyond conditional commitment. We will make sure that the history and process regarding GSPC approvals is on the list (if not already included). Please let us know if you have any further questions. Thanks, Paul

-----Original Message----From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 03, 2009 12:09 AM To: Paul Ameer; tdunbar@greengatellc.com; Sandra Claghorn; Paul Barbian; Brian Oakley; Renee Sass Cc: Whitcombe, Nicholas Subject: RE: Credit Policy OPC Call Paul--thanks. It would be helpful to get additional information on the GPSC approval process and history. This is not a requirement for getting to conditional commitment, but I'd like to have as part of ongoing due diligence. On point 3 below, I think the term sheet should be clarified to specify DOE debt will be no higher than 70% of the cumulative eligible costs at any point. That should be an easy fix I would think if it's part of the business deal. Thanks. -----Original Message----From: Paul Ameer [mailto:pameer@greengatellc.com] Sent: Wednesday, December 02, 2009 11:22 PM To: tdunbar@greengatellc.com; 'Sandra Claghorn'; 'Paul Barbian'; 'Brian Oakley'; Colyar, Kelly; 'Renee Sass' Cc: Whitcombe, Nicholas Subject: RE: Credit Policy OPC Call Sandra, Renee, As discussed with Nick, please see below responses to certain of your questions raised during this afternoon's call: 1. The application states that while GPSC approval is not required for rate setting, it can deem rates to be "discriminatory" and GPSC approval is required for long-term borrowings. What will their criteria be? Have

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