<PAGE>
FORM U-7D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FILE No. 32-458
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AMENDMENT No. 2
Amendment to Certificate Pursuant to Rule 7(d) on Form U-7D under Public
Utility Holding Company Act of 1935
NATIONSBANK, N.A., successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York,
as Owner Trustee under Trust Agreement No. 1,
dated December 30, 1985, as amended and supplemented,
with IBM Credit Financing Corporation
(Name of company filing amendment)
Name, title, and address of officer to whom notices and correspondence
concerning this amendment should be addressed:
NATIONSBANK, N.A., successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York,
as Owner Trustee under Trust Agreement No. 1,
dated December 30, 1985, as amended and supplemented,
with IBM Credit Financing Corporation
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Stefan Victory, Corporate Trust Department
The undersigned hereby amends the above document (which relates to a
financing for OGLETHORPE POWER CORPORATION, as Lessee public-utility company, of
an undivided interest in Plant Robert W. Scherer Unit No. 2) as indicated in the
Annex attached hereto with respect to the following:
Items 2, 8, 8a., 9, 11, and Schedules A and B.
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SIGNATURE
The company has caused this amendment to be duly signed on its behalf by
its authorized officer in the City of New York and State of New York, on the
17th day of December, 1997.
Attest: [Seal] NationsBank, N.A., a national
banking association and successor by merger
to The Citizens and Southern National Bank,
acting through its agent, The Bank of New
York, a state banking corporation organized
under the laws of the state of New York, as
Owner Trustee under a Trust Agreement No. 1,
dated December 30, 1985, as amended and
supplemented, with IBM Credit Corporation and
as successor to Wilmington Trust Company and
William J. Wade, Original Owner Trustee and
Co-Owner Trustee under said Trust Agreement
/s/ Howard L. Shellkopf By /s/ Stefan Victory Agent
- -------------------------- ---------------------------------------
(Signature of Officer) (Name) (Title)
Agent Stefan Victory
- -------------------------- ---------------------------------------
(Title) (Type or print name)
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SIGNATURE OF HOLDER OF BENEFICIAL INTEREST
The holder of the beneficial interest in the Lease described above has
caused this amendment to be duly signed on its behalf by its authorized officer
as of the 17th day of December, 1997.
IBM CREDIT FINANCING CORPORATION
By: /s/ John J. Shay, Jr.
---------------------------
Name: John J. Shay, Jr.
Title: Vice President
Attest: [Seal]
By: /s/ Joanne H. Barbrack
----------------------------
Name: Joanne H. Barbrack
Title: Secretary
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ANNEX
(Numbers hereto refer to the item-numbers as appeared in the Initial Filing
on Form U-7D)
2. Date: The refinancing was on December 17, 1997.
8. Basic Rent: As a result of a refinancing and an amendment to the lease on
December 17, 1997, the aggregate basic rent during the basic term will be
$171,982,913.17.
8a. Periodic Installment. Amount: As a result of a refinancing and an
amendment to the lease on December 17, 1997, the periodic installments will
be due on December 31st and June 30th of each year through and including
June 30, 2013, and will be as listed on Schedule A attached hereto and
incorporated herein.
9. Holders of Legal Title to Facility: NationsBank, N.A., as successor by
merger to The Citizens and Southern National Bank, , as Owner Trustee under
Trust Agreement No. 1, as amended and supplemented, dated December 30, 1985
and as successor in interest to all of the right, title and interest of
Wilmington Trust Company and William J. Wade, as Original Owner Trustee and
Co-Owner Trustee under said Trust Agreement No. 1, in and to the Facility
(as described in Item 5) and under the Lease Agreement No. 1, as amended,
referred to in the original filing of the certificate on Form U-7D.
Address:
NationsBank, N.A, as successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York
as Owner Trustee under Trust Agreement No. 1,
dated December 30, 1985, as amended and supplemented,
with IBM Credit Financing Corporation
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporation Trust Department
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount Borrowed: As a result of a refinancing on December 17, 1997, OPC
Scherer 1997 Funding Corporation A, a Delaware corporation, has made a loan
(the "Refinancing Loan") to the Owner Trustee in the amount of
$81,506,000.00, the proceeds of which were used to prepay the Refunding
Lessor Note (as described in the Amendment No. 1 to Item 11 of the Original
Filing of Form U-7D). The Refinancing Loan is evidenced by a Series 1997
Refunding Lessor Note.
The interest rate on the Series 1997 Refunding Lessor Note is 6.974%;
The number of Lenders: one
Terms of repayment: Amount and Period: Attached as Schedule B and
incorporated
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herein is a listing of the principal and interest payments to be made
semiannually with respect to the Series 1997 Refunding Lessor Note on
December 31st and June 30th of each year through and including June 30,
2011.
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SCHEDULE A
Rent Percentage of
Payment Date Rent Number Rent Amount Facility Cost
- ----------------- ----------- ------------ -------------
June 30, 1998 1 5,934,686.61 4.3161357
December 31, 1998 2 5,546,264.81 4.0336471
June 30, 1999 3 3,496,634.07 2.5430066
December 31, 1999 4 7,573,243.02 5.5078131
June 30, 2000 5 3,497,475.63 2,5436186
December 31, 2000 6 7,572,396.97 5.5071978
June 30, 2001 7 3,599,777.86 2.6180203
December 31, 2001 8 7,470,643.45 5.4331952
June 30, 2002 9 3,511,856.38 2.5540774
December 31, 2002 10 7,558,991.73 5.4974485
June 30, 2003 11 3,419,447.87 2.4868712
December 31, 2003 12 7,650,872.90 5.5642712
June 30, 2004 13 3,322,824.40 2.4165996
December 31, 2004 14 7,748,094.87 5.6349781
June 30, 2005 15 3,221,764.74 2.3431016
December 31, 2005 16 7,848,417.40 5.7079399
June 30, 2006 17 3,116,101.32 2.2662555
December 31, 2006 18 7,969,937.29 5.7963180
June 30, 2007 19 9,214,305.22 6.7013129
December 31, 2007 20 1,855,576.55 1.3495102
June 30, 2008 21 10,071,986.91 7.3250814
December 31, 2008 22 997,874.79 0.7257271
June 30, 2009 23 10,399,874.79 7.5635453
December 31, 2009 24 670,027.05 0.4872924
June 30, 2010 25 10,751,379.19 7.8191849
December 31, 2010 26 318,502.58 0.2316382
June 30, 2011 27 9,454,042.70 6.8756674
December 31, 2011 28 1,615,839.07 1.1751557
June 30, 2012 29 0.00 0.0000000
December 31, 2012 30 11,039,132.10 8.0284597
June 30, 2013 31 5,534,940.90 4.0254116
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TOTALS 171,982,913.17 125.0784823
A-1
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SCHEDULE B
Principal Interest Total Principal
Amount Amount Debt Amount
Payment Date Due Due Service Outstanding
- ----------------- ------------- ------------- -------------- -------------
June 30, 1998 0.00 3,047,378.02 3,047,378.02 81,506,000.00
December 31, 1998 2,704,000.00 2,842,114.22 5,546,114.22 78,802,000.00
June 30, 1999 0.00 2,747,825.74 2,747,825.74 78,802,000.00
December 31, 1999 3,795,000.00 2,747,825.74 6,542,825.74 75,007,000.00
June 30, 2000 0.00 2,615,494.09 2,615,494.09 75,007,000.00
December 31, 2000 4,070,000.00 2,615,494.09 6,685,494.09 70,937,000.00
June 30, 2001 0.00 2,473,573.19 2,473,573.19 70,937,000.00
December 31, 2001 4,066,000.00 2,473,573.19 6,539,573.19 66,871,000.00
June 30, 2002 0.00 2,331,791.77 2,331,791.77 66,871,000.00
December 31, 2002 4,252,000.00 2,331,791.77 6,583,791.77 62,619,000.00
June 30, 2003 0.00 2,183,524.53 2,183,524.53 62,619,000.00
December 31, 2003 4,446,000.00 2,183,524.53 6,629,524.53 58,173,000.00
June 30, 2004 0.00 2,028,492.51 2,028,492.51 58,173,000.00
December 31, 2004 4,650,000.00 2,028,492.51 6,678,492.51 53,523,000.00
June 30, 2005 0.00 1,866,347.01 1,866,347.01 53,523,000.00
December 31, 2005 4,862,000.00 1,866,347.01 6,728,347.01 48,661,000.00
June 30, 2006 0.00 1,696,809.07 1,696,809.07 48,661,000.00
December 31, 2006 5,101,000.00 1,696,809.07 6,797,809.07 43,560,000.00
June 30, 2007 6,175,000.00 1,518,937.20 7,693,937.20 37,385,000.00
December 31, 2007 0.00 1,303,614.95 1,303,614.95 37,385,000.00
June 30, 2008 8,768,000.00 1,303,614.95 10,071,614.95 28,617,000.00
December 31, 2008 0.00 997,874.79 997,874.79 28,617,000.00
June 30, 2009 9,402,000.00 997,874.79 10,399,874.79 19,215,000.00
December 31, 2009 0.00 670,027.05 670,027.05 19,215,000.00
June 30, 2010 10,081,000.00 670,027.05 10,751,027.05 9,134,000.00
December 31, 2010 0.00 318,502.58 318,502.58 9,134,000.00
June 30, 2011 9,134,000.00 318,502.58 9,452,502.58 0.00
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TOTALS 81,506,000.00 49,876,184.00 131,382,184.00
B-1
