Item 2.03. Creation of a Direct Financial Obligation.

On November 3, 2009, Oglethorpe Power Corporation (An Electric Membership Corporation) issued $400,000,000 of First Mortgage Bonds, Series 2009 B (the "Bonds"). The Bonds bear interest at 5.95 percent per year, with interest payment dates on May 1 and November 1 of each year, beginning on May 1, 2010. The Bonds have a final maturity of November 1, 2039. In connection with the issuance of the Bonds, Oglethorpe entered into a registration rights agreement pursuant to which it agreed to file a registration statement relating to an exchange offer for the Bonds and/or, if applicable, to file a shelf registration statement for the Bonds.