THIRTY-FOURTH SUPPLEMENTAL INDENTURE

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EXHIBIT 4.7.1(ii)

This Instrument prepared by and
upon recording, please return to:
Cindy A. Upchurch, Esq.
Sutherland, Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996

PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,
COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GRANTOR,
to
SUNTRUST BANK,
TRUSTEE

THIRTY-FOURTH SUPPLEMENTAL
INDENTURE

Relating to the
Amendment of Section 9.9 of the Original Indenture

Dated as of September 22, 2006

NOTE TO THE CLERK OF SUPERIOR COURT AND TAX COMMISSIONER: THIS INSTRUMENT IS A MODIFICATION OF THE EXISTING INDENTURE. THIS INSTRUMENT DOES NOT INCREASE THE PRINCIPAL BALANCE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE, NOR DOES IT EXTEND THE MATURITY DATE OF ANY OBLIGATION UNDER THE EXISTING INDENTURE. PURSUANT TO O.C.G.A. § 48-6-65(a), NO ADDITIONAL INTANGIBLE TAX IS DUE UPON THE RECORDING OF THIS INSTRUMENT. ALL INTANGIBLE RECORDING TAXES DUE IN CONNECTION WITH ALL OBLIGATIONS SECURED BY THE EXISTING INDENTURE HAVE PREVIOUSLY BEEN PAID.

         THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE , dated as of September 22, 2006, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) , formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (hereinafter called the "Company"), and SUNTRUST BANK, formerly known as SunTrust Bank, Atlanta, a banking corporation organized and existing under the laws of the State of Georgia, as Trustee (in such capacity, the "Trustee").

         WHEREAS , the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (hereinafter called the "Original Indenture"), for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture);

         WHEREAS, the Original Indenture has heretofore been amended and supplemented by thirty-three Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, hereinafter sometimes called the "Indenture"), and the Original Indenture and the thirty-three Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto;

         WHEREAS, the Company and the Trustee desire to amend Section 9.9 of the Original Indenture to remove the requirement that the Trustee have its principal office in Atlanta, Georgia;

         WHEREAS , the Company desires to execute and deliver this Thirty-Fourth Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of so amending Section 9.9 of the Original Indenture;

         WHEREAS , Section 12.1 K of the Original Indenture provides that, without the consent of the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures, subject to the conditions set forth in said Section 12.1 K, to make any change in the Indenture that, in the reasonable judgment of the Trustee, will not materially and adversely affect the rights of Holders;

         WHEREAS , the Trustee has determined that the proposed amendment to Section 9.9 of the Original Indenture will not materially and adversely affect the rights of Holders; and

         WHEREAS , the execution and delivery of this Thirty-Fourth Supplemental Indenture has been in all respects duly authorized by the Company;

         NOW, THEREFORE, THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH , that, to amend Section 9.9 of the Original Indenture pursuant to Section 12.1 K of the Original Indenture, the Company does hereby