FIRST AMENDMENT TO AMENDED AND RESTATED WHOLESALE POWERCONTRACT

EXHIBIT 10.8.2

FIRST AMENDMENT

TO

AMENDED AND RESTATED WHOLESALE POWER CONTRACT

THIS FIRST AMENDMENT, dated as of June 1, 2005 (this “First Amendment”) is made to the Amended and Restated Wholesale Power Contract, dated as of January 1, 2003 (the “Wholesale Power Contract”) by and between Oglethorpe Power Corporation (An Electric Membership Corporation) (the “Seller”) and Altamaha Electric Membership Corporation (the “Purchaser”).

WHEREAS, the Purchaser and the Seller desire to provide for an extension of the initial term of the Wholesale Power Contract originally set forth in Section 12.1 of the Wholesale Power Contract.

NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein, the Purchaser and the Seller do hereby agree as follows:

1.                                       Extension of Term.  Effective as of the date of this First Amendment, the second sentence of Section 12.1 of the Wholesale Power Contract is hereby amended to read in its entirety as follows:

This Agreement shall remain in effect until December 31, 2050, and from year to year thereafter unless terminated on December 31, 2050, or any succeeding December 31, by either party’s giving to the other not less than three years’ prior written notice of its intention to terminate.

2.                                       Reduction in Term.  Effective as of the date of this First Amendment, Section 12.2 of the Wholesale Power Contract is hereby deleted.

3.                                       Confirmation of Wholesale Power Contract.  Except as expressly amended in this First Amendment, the Purchaser and Seller expressly ratify and confirm the Wholesale Power Contract.

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IN WITNESS WHEREOF, the Seller and Purchaser have duly executed and delivered this First Amendment as of the date first above written.

Schedule to Exhibit 10.8.2

First Amendment to Amended and Restated Wholesale Power Contract

The following is a list of substantially identical First Amendment to Amended and Restated Wholesale Power Contracts for 37 other Electrical Membership Corporations: