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FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment and Restatement
A Certificate Pursuant to Rule 7(d) on Form U-7D under the Public
Utility Holding Company Act of 1935 was filed on February 5, 1988 (the
"Original Initial Filing"), as amended by the amendment filed on January 9, 1992
and the amendment filed on January 21, 1993, that relates to the financing of
Unit 4 of the Irvington Generating Station, plus related common facilities, for
the benefit of Tucson Electric Power Company as the lessee public utility
company. Effective September 21, 1996, the beneficial interest therein was
transferred to DFO partnership as described in Item 10. In connection with such
transfer, the undersigned hereby submit this amended certificate, amending and
restating the Original Initial Filing in its entirety as if this certificate
were the initial filing. The undersigned certify that this certificate
accurately summarizes, as required in the instructions hereto, the information
requested as to the lease identified herein and the transactions for the
financing thereof.
1. Lessee public-utility company: Tucson Electric Power Company, an
Arizona Corporation ("Tucson").
Address: 220 West Sixth Street
Tucson, Arizona 85701
2. Date of the Lease described herein: January 14, 1988, as Amended
and Restated as of December 15, 1992.
2a. Expected date facility will be placed in service: The facility
was placed in service on January 15, 1988.
3. Regulatory authority which has acted on transaction:
Name: Arizona Corporation Commission.
Date of order: The original order was issued on December 23, 1987
and the order relating to the restructured obligations of
Tucson was issued on September 16, 1992.
4. Initial term of lease: A primary term of twenty-three (23) years
from January 14, 1988 until January 15, 2011.
4a. Renewal Options: Tucson may elect to exercise renewal options,
as follows:
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Tucson may renew the lease for an unlimited number of fair
market value renewal periods commencing upon the expiration
of the primary lease term or any renewal period, with each
renewal period extending for two or more years.
5. Brief description of facility: Unit 4 of the Irvington Generating
Station, with a nominal rating of approximately 110 MW when
coal-fired and approximately 156 MW when gas- or oil-fired,
plus related common facilities ("Unit 4").
6. Manufacturer or supplier: Chas T. Main, Inc. has provided
construction, engineering, design and procurement services
in connection with the conversion of Unit 4 to a tri-fuel
capacity.
7. Cost of facility: $152,000,000.
8. Basic Rent. Initial Term: The aggregate basic rent during the
primary term will be approximately $277,826,587.
8a. Periodic Installment. Amount: During the primary term, periodic
installments for the remainder of the primary term will be
as set forth in Annex A attached hereto and incorporated
herein. During the fair market value renewal period referred
to above, rent shall be at fair market value.
Period: Semi-annually.
9. Holders of legal title to facility: Wilmington Trust Company, a
Delaware banking association, not in its individual capacity
but solely as Owner Trustee, and William J. Wade, not in his
individual capacity but solely as Cotrustee (herein
collectively referred to as "Owner Trustee"), under a Trust
Agreement dated as of November 15, 1987.
Address:
Wilmington Trust Company
Rodney Square North
Wilmington, DE 19890
Attention: Corporate Trust Administration
William J. Wade
c/o Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19899
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10. Holders of beneficial interests: DFO Partnership
Address:
c/o Security Pacific Leasing Corporation
555 California Street
San Francisco, CA 94104
Effective September 21, 1996, Ford Motor Credit Company, the
previous holder of the beneficial interest reported in the
initial filing of the certificate on Form U-7D filed on
February 5, 1988, transferred such beneficial interest to
DFO Holding Company, Inc. Also effective September 21,
1996, DFO Holding Company, Inc. transferred such beneficial
interest to DFO partnership. DFO Partnership is a New York
general partnership, the general partners of which are
Security Pacific Leasing Corporation and DFO Holding
Company, Inc.
Amount invested: $31,766,289
Percent of equity: one hundred percent of equity.
11. If part or all of the financing is supplied by loan on which
only principal and interest is payable, state:
Amount Borrowed: The debt is comprised of a public offering
of $120,233,711 in the original aggregate principal amount
of The Industrial Development Authority of the County of
Pima Industrial Development Lease Obligation Refunding
Revenue Bonds 1988 Series A (Irvington Project) (the
"Bonds"). The Owner Trustee's obligations to pay principal
and interest on the Bonds is evidenced by a Secured Loan
Certificate.
Interest Rate: The Bonds bear interest at 7 1/4% per annum.
Terms of repayment. Amount and Period: Payments of principal
and interest on the Bonds coincide with the payment of rent
described above.
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Date executed: October 21, 1996
Signature of holders of legal title:
WILMINGTON TRUST COMPANY, a Delaware banking
association, not in its individual capacity but
solely as Owner Trustee under a Trust Agreement
dated as of November 15, 1987 with DFO Partnership
(as successor to Ford Motor Credit Company)
By: /s/ Edward L. Truitt, Jr.
----------------------------
Title: Financial Services Officer
/s/ William J. Wade
-----------------------------
William J. Wade, not in his individual capacity
but solely as Cotrustee under a Trust Agreement
dated as of November 15, 1987 with DFO Partnership
(as successor to Ford Motor Credit Company)
Signature of holder of beneficial interest:
DFO PARTNERSHIP
By: Security Pacific Leasing Corporation,
its managing general partner
By: /s/ Steven M. Jacobs
-----------------------------
Title: Vice President
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ANNEX A
RENT SCHEDULE
-------------
<TABLE>
<CAPTION>
DATE RENT
<S> <C>
Jan 15, 1992 1848844.39
Jul 15, 1992 4259375.00
Jan 15, 1993 4259375.00
Jul 15, 1993 4259375.00
Jan 15, 1994 4259375.00
Jul 15, 1994 4259375.00
Jan 15, 1995 4259375.00
Jul 15, 1995 4259375.00
Jan 15, 1996 4259375.00
Jul 15, 1996 23759375.00
Jan 15, 1997 3912500.00
Jul 15, 1997 4590104.00
Jan 15, 1998 10099450.00
Jul 15, 1998 3301650.00
Jan 15, 1999 10351650.00
Jul 15, 1999 3046087.00
Jan 15, 2000 9366087.00
Jul 15, 2000 4279425.00
Jan 15, 2001 8346987.00
Jul 15, 2001 5441095.00
Jan 15, 2002 10777388.00
Jul 15, 2002 3620593.00
Jan 15, 2003 9618452.00
Jul 15, 2003 3779378.00
Jan 15, 2004 9708898.00
Jul 15, 2004 3690921.00
Jan 15, 2005 10314975.00
Jul 15, 2005 1617656.00
Jan 15, 2006 9208803.00
Jul 15, 2006 1368075.00
Jan 15, 2007 11292875.00
Jul 15, 2007 1107075.00
Jan 15, 2008 11523429.00
Jul 15, 2008 826137.00
Jan 15, 2009 13011137.00
Jul 15, 2009 384431.00
Jan 15, 2010 8113890.00
Jul 15, 2010 5476581.00
</TABLE>
