SOUTHERN INDIANA PROPERTIES INC
U-7D, 1998-02-17
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------



                                    FORM U-7D

                                ----------------



                        CERTIFICATE PURSUANT TO RULE 7(d)
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
               (As adopted in Release No. 35-18000, May 31, 1973)


                  (Reflecting transfer of beneficial ownership)



         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

         El Paso Electric company
         303 North Oregon Street
         El Paso, Texas 79401

2.       Date: Lease dated as of May 1, 1980.

3.       Date facility placed in service

         June 12, 1980.

4.       Initial term of lease

         "stub" period     6/12 - 7/2/80
         20 year term      7/2/80 - 7/2/2000

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4a.      Renewal options

         The lease may be extended for one five-year  period and  thereafter one
two-year period at Lessee's election.

5.       Brief description of facility

         Westinghouse  Electric Corporation W-501B4 Econo-Pak combustion Turbine
Generating  Unit  consisting  of one 73  megawatt  combustion  turbine  directly
connected  to  generator,  complete  with gas turbine  mechanical  package,  gas
turbine  electrical  package,  gas turbine starting  package,  controller,  main
transformer, water tank, fuel tank, and other auxiliary equipment.

6.       Manufacturer or supplier

         The Owner  Trustees  named in Item 9 below  purchased  the  turbine and
other components of the Combustine  Turbine Generating Unit from Michael McCune,
not in his  individual  capacity but solely as trustee  under a Trust  Agreement
dated as of December 15, 1977, between him and Shannon Research Corporation, and
purchased certain other components and auxiliary equipment from El Paso Electric
Company.  The original  manufacturers  or suppliers were  Westinghouse  Electric
Corporation,  which  manufactured and supplied the Combustine Turbine Generating
Unit, General Electric Company, which manufactured and supplied the transformer,
and Brown & Root, Inc., which built or supplied the remaining items.

7.       Cost of facility:  $11,800,000.

8.       Basic rent

         Initial term:  $30,015,896

8a.      Periodic installments

         The lease rentals,  payable  semi-annually  in arrears on January 2 and
July 2 of each year will be as follows:

      Semi-Annual                           Rent Per Rental Period
        Period                Dates        (as % of Lessor's Cost)   (Amount)
      -----------             -----        -----------------------   --------
        "stub"            6/12/80-7/2/80              0%                $0
        1 & 2             1/2/81-7/2/81               0%                $0
         3-21             1/2/81-1/2/91            6.0929%           $718,962
        22-40            7/2/81-7/2/2000           7.2951%           $860,822

9.       Holder of legal title to facility

         First Security Bank, N.A. (formerly First Security Bank of Utah, N.A.) 
and  Randy R.  Marchant  (as  successor  to Robert  S.  Clark),  as not in their
individual  capacities but solely as the Owner Trustees under a Trust  Agreement
dated as of May 1, 1980, between the Owner Trustees and The Bank of New York.

         Address: P.O. Box 30007
                  Salt Lake City, Utah  84125

<PAGE>

10.      Holder of beneficial interest

  Name and                                          Amount         Percent of 
  Address                                           Invested       Equity
  --------                                          --------       ----------
Initial:     The Bank of New York                   $11,800,0001   100%
             48 Wall Street
             New York, NY 10005

Transferee:  SIP-GT I, Inc.                         $ 9,800,8252   100%
             c/o Southern Indiana Properties, Inc.
             100 N.W. Second Street,
             Suite 310
             Evansville, IN 47708-0006
- ----------------------------------------------------------------

1.  $3,543,517.58  of this  amount  was  contributed  to the  Trust as an equity
investment by the Bank of New york and the balance of $8,256,482.42 was borrowed
as set forth in Item 11 below.

2. This amount includes the assumption of the note obligation identified in item
11 below.


11.      If part or all of the financing is supplied by loan on which only 
principal and interest is payable, state:

         Amount borrowed:     8,256,482.42
         Interest rate:       15-3/4%
         Number of lenders:   5
         Terms                of   repayment:   For  each
                              $1,000,000   of   principal
                              amount  of the notes to the
                              lenders     payments     of
                              principal    and   interest
                              shall be as follows:

                              Payment Date               Amount of Payment

                              1/2/81-12/1/81             $54,984.61
                              1/2/82-12/2/92             $60,460.76
                              1/2/93-12/2/93             $55,491.28
                              1/2/94-12/2/94             $50,591.66
                              1/2/95-12/2/95             $46,245.29
                              1/2/96-12/2/96             $42,011.28
                              1/2/97-12/2/97             $38,791.07
                              1/2/98-12/2/98             $36,563.06
                              1/2/99-12/2/99             $34,193.79
                              1/2/2000-12/2/2000         $35,267.92


<PAGE>



Date Executed             Signature of Holder of Legal Title
- -------------             ----------------------------------
December 1, 1997          FIRST SECURITY BANK N.A. and RANDY R.
                          MARCHANT, not in their individual capacities,
                          but solely as trustees under a Trust Agreement
                          dated as of May 1, 1980 between them and
                          SIP-GT I, Inc. (assignee of interest initially held by
                          The Bank of New York),

                          as Owner Trustees

                          By:      FIRST SECURITY BANK, N.A.,
                                   not in its individual capacity, but
                                   solely as Corporate Trustee,


                          By:      /s/ Janeen R. Higgs
                                   ------------------------------
                          Title:   Assistant Trust Officer


                          By:      /s/ Randy R. Marchant
                                   ------------------------------
                                   RANDY MARCHANT, not in his individual
                                   capacity, but solely as Individual Trustee



Date Executed             Signature of Holder of Beneficial Interest
- -------------             -----------------------------------------
December 1, 1997          SIP-GT I, INC.


                          By:      /s/ Glenn E. Jungen
                                   -----------------------------
                          Title:   Vice President


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