UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE OMB Number: 3235-0166
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FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Initial Filing
XXXXXXXX Amendment
(Please delete inapplicable word) File No. 32-435
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: Seminole Electric Cooperative, Inc.
Address: 16313 North Dale Mabry Highway, P.O. Box 272000,
Tampa, FL 33688
2. Date: November 19, 1999
2a. Expected date facility will be placed in service: September 10, 1984
3. Regulatory authority which has acted on transaction:
Name See Attachment 1 Date of order
4. Initial term of lease: 25 years
<PAGE>
4a. Renewal options: May be extended for three 5-year periods at
Lessee's option; one year at Lessor's option
5. Brief description of facility: 620 MW (rated capacity) coal-fired
steam electric generating unit
6. Manufacturer or supplier: Various; constructed by Lessee
7. Cost of facility: $ 390,000,000
8. Basic rent. Initial term $ See Appendix A
8a. Periodic installment: Amount $ See Appendix A
Period See Appendix A
9. Holder of legal title to facility: The Bank of New York (as
successor to CBT Trust Company of Florida, National Association),
as Owner Trustee
Address: 101 Barclay Street, New York, NY 10286
Potential persons who
are to respond to the
collection of
information contained
in this form are not
required to respond
unless the form
displays a currently
valid OMB control
number.
SEC 1771 (5-99)
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<PAGE>
10. Holders of beneficial interests:
Name and address Amount invested Percent of equity
General Electric Capital $164,138,924.50 100%
Corporation
------------------ ------------------ ------------------
------------------ ------------------ ------------------
------------------ ------------------ ------------------
------------------ ------------------ ------------------
------------------ ------------------ ------------------
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount borrowed See Appendix B
Interest rate See Appendix B
Number of lenders 3
Terms of repayment: Amount Period
Date executed:
Signature of Holder of legal title: /s/ Lenore N. Brown, Assistant
Treasurer, The Bank of New York
Signatures of Holders of beneficial interests shall be annexed and
incorporated herein.
INSTRUCTIONS TO FORM U-7D
This form must be filed in triplicate within 30 days after execution of
any lease of a utility facility to an operating public-utility company.
Rules 21 and 22 under the Act govern the formal specifications and Rules
106 and 107, the filing fees. Official Form U-7D and these instructions
specify the Contents.
1. In the event the actual purchase of the property to be leased or the
contemplated financing has not been completed, estimates or
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<PAGE>
approximations may be inserted in the form, where appropriate, and
the certificate amended within 30 days after the facility has been
placed in service. Appropriate amendments are also required within
30 days after (1) a transfer of any beneficial interest, (2) a
change of legal title, (3) amendment of the lease, if the amendment
alters any item in the text of Form U-7D, or (4) termination of the
lease for any cause, stating the effective date of termination.
2. The initial term of lease is to be stated in years from the date the
facility is delivered to the lessee or the date fixed in the lease
for the purpose of computing rent if it does not differ materially
from the delivery date. Lessee's obligations to make interim
payments prior to delivery may be disregarded if they are
equivalent to interest for the delay. Renewal options, if any,
should be summed concisely and remote contingencies may be ignored.
For example, "May be extended for two 5-year periods at lessee's
election" would be sufficient.
3. The description of the facility should state merely its nature and
an indication of its capacity. Such descriptions as the following
are sufficient:
two turbo generators 50,000 kw
two LNG storage tanks 100,000 mcf
nuclear fuel assembly
4. The cost of the facility is the cost to the lessors. If the lease
specifies a cost, that figure may be used if it does not differ
materially from the lessor's total expenditures, including borrowed
funds.
5. The term "basic rent" refers to the net rent payable by the lessee,
excluding all costs borne directly by it and all reimbursements to
the lessor for out-of-pocket costs. If the lease states a basic
rent, that amount may be shown if it does not differ materially from
the foregoing. If the basic rent defined in the lease is stated in
terms of a percentage of cost, the form should show an amount
computed by applying that percentage to the cost shown, whether
actual or estimated. The rent is to be stated in total for the
initial term of the lease, and the amount payable for each periodic
installment is also to be stated. If the rent varies from period to
period, the installments may be summarized by specifying the period
to which each rate applies. For example:
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<PAGE>
Years 1-10 $_________ semiannually
Years 11-21 $_________ semiannually
Years 22-25 $_________ semiannually
6. If the repayment of a loan is by amortization of principal and
interest in level installments, the terms of repayment may be
described by simply stating the amount of the installment, and its
frequency. Variations in the rate may be summarized in the same
manner as specified for variations in the basic rent.
7. The term "holder of a beneficial interest" includes any person
entitled to a beneficial share of the lease rent or to receive the
property upon expiration of the lease, except a person entitled only
to receive a return of money lent with interest. If the interest
rate is subject to change from time to time, the certificate shall
show the initial rate and summarize the terms governing any change.
8. Provision is made in the form for showing the interest of each
beneficial owner in terms of a percentage of the total equity. In
the event beneficial owners do not share on a simply percentage
basis, a summary of their rights should be substituted.
9. The certificate is to be executed by the holder of legal title to
the facility and by each holder of a beneficial interest. Signature
pages may be annexed as required. The duplicate and triplicate
copies need not be manually signed.
NUCLEAR FUEL
10. With respect to leases or contracts for nuclear fuel, an appropriate
descriptive term may be substituted for the term "lease." If the
information called for by items 4 and 8, dealing with duration and
rent, cannot be stated concisely in the certificate, pertinent
extracts from the lease or contract may be substituted.
Collection of Information
The information requested by this form is being collected because rule
7(d) of the Public Utility Holding Company Act of 1935 ("Act") requires
it. The Commission uses this information to determine the existence of
detriment to interests the Act is designed to protect. The Commission
estimates that it will take each respondent three (3) hours to respond to
this collection of information. A response to this form is mandatory.
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<PAGE>
Without approval by the Commission, holding companies would be in
violation of the Act. The information on this form will not be kept
confidential. An agency may not conduct or sponsor, and a person is not
required to respond to, a collection of information unless it displays a
currently valid control number.
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<PAGE>
CERTIFICATE
December 1, 1999
THE UNDERSIGNED, in connection with the filing with the United
States Securities and Exchange Commission of an amendment to Form U-7D,
Certificate pursuant to Rule 7(d) of the Public Utility Holding Company
Act of 1935, File No. 32-435, does hereby certify that:
1. It is the Holder of beneficial interests in the 620 MW
coal-fired steam electric generating unit leased to Seminole Electric
Cooperative, Inc.; and
2. It hereby authorizes the annexation and incorporation of
this signature page in and to the amendment to Form U-7D.
GENERAL ELECTRIC CAPITAL CORPORATION
(Formerly known as General Electric Credit Corporation)
By:/s/__________________________
Name: Donald F. Peterson
Title: Manager-Operations
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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
OFFICE OF PUBLIC
UTILITY REGULATION
November 23, 1984
Robert B. Michel, Esquire
Mudge Rose Guthrie Alexander & Ferdon
2121 K Street, N.W.
Washington, D.C. 20037
Re: Seminole Electric Cooperative, Inc.
Dear Mr. Michel:
I am replying to your letter of October 23, 1984, concerning the
applicability of Rule 7(d) under the Public Utility Holding Company Act
of 1935 to a proposed leveraged lease transaction of Seminole Electric
Cooperative, Inc. ("Seminole"), a cooperative corporation organized under
the laws of the State of Florida.
Under the proposed lease transaction CBT Trust Company of
Florida, N.A., as trustee under a trust agreement with General Electric
Credit Corporation, will purchase from Seminole almost all of the utility
assets at Seminole's 620 MW coal-fired Unit No. 2 generating facility and
lease them and its leasehold interest under the Ground and Common
Facilities Lease and Easement back to Seminole. Certain aspects of the
transaction will be approved or consented to by the Rural Electrification
Administration ("REA"), including consent to Seminole's execution of the
lease. Seminole is not regulated by the Florida Public Service
Commission, but is required to comply with a rate design and other
covenants in its mortgage with REA. The lease will be a "net" lease.
It is your opinion that the proposed lease will comply with the
requirements of Rule 7(d), and that the role of the REA in the
transaction satisfies the requirement in Rule 7(d)(i)(iii) of approval by
a regulatory authority with jurisdiction over the rates and service of the
utility lessee. You refer to a number of letters which I have written,
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<PAGE>
including my letter of January 23, 1975, to the late Manuel F. Cohen,
Esq., of Wilner, Cutler & Pickering, involving a similar lease by Square
Butte Electric Cooperative which lease agreement was approved by REA.
Your reliance upon these letters is well taken, and I concur that
Seminole's proposed lease transaction will meet the requirements of Rule
7(d).
Sincerely,
/s/
Aaron Levy
Director
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<PAGE>
Appendix A
Schedule of Rent
<TABLE>
<CAPTION>
Rent Installments of Other Supplemental
Payment Date Basic Rent Basic Rent Rent
------------ --------------- ---------- ------------
<S> <C> <C> <C>
Dec. 15, 1999 $17,950,908.53 $300,111.99 $3,894,382.80
Jun. 15, 2000 16,060,276.52
Dec. 15, 2000 16,094,932.61
Jun. 15, 2001 16,467,493.62
Dec. 15, 2001 16,649,893.62
Jun. 15, 2002 16,821,961.62
Dec. 15, 2002 17,000,761.62
Jun. 15, 2003 17,169,229.62
Dec. 15, 2003 17,345,629.62
Jun. 15, 2004 17,511,697.62
Dec. 15, 2004 17,686,897.63
Jun. 15, 2005 17,851,765.63
Dec. 15, 2005 18,024,565.63
Jun. 15, 2006 18,027,781.32
Dec. 15, 2006 18,036,361.32
Jun. 15, 2007 18,044,424.72
Dec. 15, 2007 18,052,944.72
Jun. 15, 2008 18,060,948.12
Dec. 15, 2008 18,069,468.12
Jun. 15, 2009 18,077,471.52
Dec. 15, 2009 18,085,931.52
Totals $367,091,345.25 $300,111.99 $3,894,382.80
</TABLE>
The Supplemental Rent equals the amount of the call premium on the Series
2 Note, and the Other Basic Rent equals the interim interest on the early
funding of the Series 5 Note of $56,700,000 at 7.32874208% for 26 days.
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<PAGE>
APPENDIX B
Seminole Unit 2 Nonrecourse Note, Series 3
Issued at: New York, New York
Issue date: December 7, 1984
CBT Trust Company of Florida, National Association, not
in its individual capacity but solely as Owner Trustee (herein in such
capacity called "Owner Trustee") under that certain Trust Agreement dated
as of August 1, 1984 (herein called the "Trust Agreement"), between the
Owner Participant named therein and Owner Trustee, hereby promises to pay
to Bankers Trust Company, as Trustee, or registered assigns, the
principal sum of Seven-one million four hundred thousand Dollars
($71,400,000), together with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the aggregate amount of such principal
sum remaining unpaid from time to time from the date of this Series 3
Note until due and payable (whether due at maturity or by prepayment,
acceleration or otherwise) at the Authority Bond Rate (or, with respect
to all or part of such principal sum, the Variable NCSC Rate, the
Variable CFC Rate, the Fixed NCSC Rate or the applicable Seven-Year NCSC
Rate, all under the circumstances and at the times described in Section
2(e) of the Participation Agreement, unless such rate exceeds any
applicable usury limitation law from time to time, in which event such
rate shall be the maximum rate permitted by such law for the duration of
the application of such limitation). Interest on this Series 3 Note
shall be due and payable semiannually commencing on December 15, 1984,
and on each June 15 and December 15 thereafter until this Series 3 Note
is paid in full. The principal of this Series 3 Note shall be due and
payable in 11 consecutive semiannual installments on each June 15 and
December 15, commencing on December 15, 2004, and ending on December 15,
2009, each such installment of principal to be equal to that percentage
of the original principal amount hereof set forth in the Schedule
attached hereto in the column headed "Percentage of Original Principal
Amount Payable" with respect to the date of such installment, provided
that installments may be reduced as provided in Section 2.08 of the
Indenture, that the last such installment of principal shall be equal to
the then unpaid balance hereof and that each such installment (other than
the last such installment), as so originally set forth or as so reduced,
shall be rounded downward to the nearest integral multiple of $5,000 at
the time such installment becomes due. Under the circumstances described
in the Trust Indenture, such installments may be satisfied in whole or in
part by the delivery to Authority Trustee of Authority Bonds.
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<PAGE>
Interest on any overdue principal and premium, if any, and (to
the extent permitted by applicable law) any overdue interest shall be
paid, on demand, from the due date thereof at the rate of interest
specified above or, to the extent this Series 3 Note bears interest at
the Variable NCSC Rate, the Fixed NCSC Rate or the Seven-Year NCSC Rate,
at 1% per annum in excess of the interest rate borne by this Series 3
Note at such due date (computed on the basis of a 360-day year of twelve
30-day months) for the period during which any such principal, premium or
interest shall be overdue.
In the event any date on which a payment is due under this
Series 3 Note is not a Business Day, then such payment need not be made
on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date on which such payment
was due, and no interest shall accrue for the period from and including
such date to and including such next succeeding Business Day in respect
of such payment.
All payments of principal, premium, if any, and interest to be
made by Owner Trustee hereunder and under the Trust Indenture and
Security Agreement, dated as of December 7, 1984, as at any time amended
or supplemented in accordance with the provisions thereof (the "Trust
Indenture", the terms defined therein not otherwise defined herein being
used herein with the same meanings), between Owner Trustee and Southeast
Bank, N.A. ("Indenture Trustee"), shall be made only from the Indenture
Estate and Indenture Trustee shall have no obligation for the payment
thereof except to the extent that Indenture Trustee shall have sufficient
income or proceeds from the Indenture Estate to make such payments in
accordance with the terms of Article III of the Trust Indenture. The
holder hereof, by its acceptance of this Series 3 Note, agrees that such
holder will look solely to the income and proceeds from the Indenture
Estate to the extent available for distribution to the holder hereof as
above provided, and that, except under certain provisions of the
Participation Agreement and as expressly provided in the Indenture, none
of Owner Participant, Owner Trustee nor Indenture Trustee is or shall be
personally liable to the holder hereof for any amounts payable under this
Series 3 Note or for any performance to be rendered under the Indenture
or any other Operative Document or Debt Operative Document or for any
liability thereunder.
Principal and premium, if any, and interest shall be payable, in
the manner provided in the Trust Indenture, on presentment of this Series
3 Note at the Paying Agent Office, or as otherwise provided in the Trust
Indenture. In no event shall payments be made in Florida.
The holder hereof, by its acceptance of this Series 3 Note,
agrees that each payment received by it hereunder shall be applied in the
manner set forth in Section 2.08 of the Trust Indenture, that it will
duly note on the Schedule hereto or by other appropriate means all
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<PAGE>
payments of principal or interest made hereon and any change in the
interest rate applicable hereto and that it will not in any event
transfer or otherwise dispose of this Series 3 Note unless and until all
such notations have been duly made.
This Series 3 Note is one of the Series 3 Notes referred to in
the Trust Indenture. The Trust Indenture permits the issuance of
additional series of Notes, as provided in Section 2.03 of the Trust
Indenture, and the several series may be for varying aggregate principal
amounts and may have different maturity dates, interest rates, redemption
provisions and other terms. The properties of the Owner Trustee included
in the Indenture Estate are pledged or mortgaged to Indenture Trustee to
the extent provided in the Trust Indenture as security for the payment of
the principal of and premium, if any, and interest on the Series 3 Notes
and all other Notes issued and outstanding from time to time under the
Trust Indenture. Reference is hereby made to the Trust Indenture for a
statement of the rights of the holder of, and the nature and extent of
the security for, this Series 3 Note and of the rights of, and the nature
and extent of the security for, the holders of the other Notes and of
certain rights of Owner Trustee and Owner Participant, as well as for a
statement of the terms and conditions of the trusts created by the Trust
Indenture, to all of which terms and conditions the holder hereof agrees
by its acceptance of this Series 3 Note.
This Series 3 Note is subject to redemption in whole or in part
only as contemplated by the Trust Indenture and with the premiums therein
specified and in the circumstances therein described.
In case an Indenture Event of Default shall occur and be
continuing, the unpaid balance of the principal of the Notes together
with all accrued but unpaid interest thereon may, subject to certain
rights of Owner Trustee and Owner Participant contained or referred to in
the Indenture, be declared or may become due and payable in the manner
and with the effect provided in the Trust Indenture.
Under the circumstances provided in the Trust Indenture, the
obligations of Owner Trustee under the Notes and the Trust indenture may
be assumed in whole by Lessee, in which case Owner Trustee shall be
released and discharged from all such obligations. In connection with
such an assumption, the holder of this Series 3 Note may be required to
exchange this Series 3 Note for a new Note evidencing such assumption.
There shall be maintained at the Paying Agent Office a register
for the purpose of registering transfers and exchanges of Notes in the
manner provided in the Trust Indenture. The transfer of this Series 3
Note is registrable, as provided in the Trust Indenture, upon surrender
of this Series 3 Note for registration of transfer duly accompanied by a
written instrument of transfer duly executed by or on behalf of the
registered holder hereof, together with the amount of any
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applicable transfer taxes. Prior to due presentment for registration of
transfer of this Series 3 Note, Owner Trustee and Indenture Trustee may
treat the person in whose name this Series 3 Note is registered as the
owner hereof for the purpose of receiving payments of principal, premium,
if any, and interest hereon and for all other purposes whatsoever,
whether or not this Series 3 Note be overdue, and neither Owner Trustee
nor Indenture Trustee shall be affected by notice to the contrary.
This Series 3 Note shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, Owner Trustee has caused this Series 3 Note
to be duly executed as of the date hereof.
CBT TRUST COMPANY OF FLORIDA,
NATIONAL ASSOCIATION, not in
its individual capacity but solely
as Owner Trustee under the Trust
Agreement referred to herein,
By: _____________________________
Authorized Officer
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<PAGE>
This Note is one of the Series 3 Notes referred to in the within
mentioned Trust Indenture.
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Authenticating Agent,
By:______________________________
Authorized Officer
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<PAGE>
SCHEDULE TO
SERIES 3 NOTE
<TABLE>
<CAPTION>
Percentage of
Original
Principal
Date Amount Payable
----- ------------------
<S> <C> <C>
December 15, 2004 9.09%
June 15, 2005 9.09
December 15, 2005 9.09
June 15, 2006 9.09
December 15, 2006 9.09
June 15, 2007 9.09
December 15, 2007 9.09
June 15, 2008 9.09
December 15, 2008 9.09
June 15, 2009 9.09
December 15, 2009 9.10
-------
100.00%
</TABLE>
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<PAGE>
Series 4 Note Note 4-A
SEMINOLE UNIT 2 NONRECOURSE NOTE, SERIES 4
Issued at : New York, New York
Issue Date: November 10, 1994
The Bank of New York (successor to CBT Trust Company of Florida,
National Association), not in its individual capacity but solely as Owner
Trustee (herein in such capacity called "Owner Trustee") under that
certain Trust Agreement dated as of August 1, 1984 (herein called the
"Trust Agreement"), between the Owner Participant named therein and Owner
Trustee, hereby promises to pay to The Prudential Insurance Company of
America, or registered assigns, the principal sum of forty seven million
five hundred seventy three thousand twenty seven dollars and sixty two
cents ($47,573,027.62), together with interest (computed on the basis of
a 360-day year of twelve 30-day months on the aggregate amount of such
principal sum remaining unpaid from time to time from the date of this
Series 4 Note until due and payable (whether due at maturity or by
prepayment, acceleration or otherwise) at the rate of 8.04% per annum.
Interest on this Series 4 Note shall be due and payable on December 15,
1994 and thereafter semiannually commencing on June 15, 1995, and on each
December 15 and June 15 thereafter until this Series 4 Note is paid in
full. The principal of this Series 4 Note shall be due and payable in
ten consecutive semiannual installments on each June 15 and December 15,
commencing on June 15, 1995 and ending on December 15, 1999, each such
installment of principal to be equal to that percentage of the original
principal amount hereof set forth in the Schedule attached hereto in the
column headed "Percentage of Original Principal Amount Payable" with
respect to the date of such installment, provided that installments may
be reduced as provided in Section 2.08 of the Indenture and that the last
such installment of principal shall be equal to the then unpaid balance
hereof.
Interest on any overdue principal and premium, if any,
and (to the extent permitted by applicable law) any overdue interest
shall be paid, on demand, from the due date thereof at a rate equal to
the greater of (a) 1% per annum (computed on the basis of a 360-day year of
twelve 30-day months) in excess of the interest rate borne by this Series
4 Note at such due date and (b) 1% per annum (computed on the basis of a
360-day year of twelve 30-day months) in excess of the Prime Rate for the
period during which any such principal, premium or interest shall be
overdue, unless such rate exceeds any applicable usury limitation law
from time to time in which event such rate shall be the maximum rate
permitted by such law for the duration of the application of such
limitation.
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<PAGE>
In the event any date on which a payment is due under
this Series 4 Note is not a Business Day, then such payment need not be
made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date on which such
payment was due, together with interest on such payment (to the extent
permitted by applicable law) for the period from and including such date
to but not including such next succeeding Business Day.
All payments of principal, premium, if any, and interest
to be made by Owner Trustee hereunder and under the Trust Indenture and
Security Agreement, dated as of December 7, 1984, as supplemented by
Supplement No. 1 thereto, dated as of November 10, 1994, and as at any
time hereinafter amended or supplemented in accordance with the
provisions thereof (the "Trust Indenture", the terms defined therein not
otherwise defined herein being used herein with the same meanings),
between Owner Trustee and NationsBank of Florida, National Association
(successor to Southeast Bank, N.A.) ("Indenture Trustee"), shall be made
only from the Indenture Estate and Indenture Trustee shall have no
obligation for the payment thereof except to the extent that Indenture
Trustee shall have sufficient income or proceeds from the Indenture
Estate to make such payments in accordance with the terms of Article III
of the Trust Indenture. The holder hereof, by its acceptance of this
Series 4 Note, agrees that such holder will look solely to the income and
proceeds from the Indenture Estate to the extent available for
distribution to the holder hereof as above provided, and that, except as
expressly provided in the Indenture, none of Owner Participant, Owner
Trustee nor Indenture Trustee is or shall be personally liable to the
holder hereof for any amounts payable under this Series 4 Note or for any
performance to be rendered under the Indenture or any other Operative
Document or Debt Operative Document or for any liability thereunder.
Principal and premium, if any, and interest shall be
payable, in the manner provided in the Trust Indenture, on presentment of
this Series 4 Note at the Paying Agent Office, or as otherwise provided
in the Trust Indenture. In no event shall payments be made in Florida.
The holder hereof, by its acceptance of this Series 4
Note, agrees that each payment received by it hereunder shall be applied
in the manner set forth in Section 2.08 of the Trust Indenture, that it
will duly note on the Schedule hereto or by other appropriate means all
payments of principal or interest made hereon and any change in the
interest rate applicable hereto and that it will not in any event
transfer or otherwise dispose of this Series 4 Note unless and until all
such notations have been duly made.
This Series 4 Note is one of the Series 4 Notes and one
of the Notes referred to in the Trust Indenture. The Trust Indenture
permits the issuance of additional series of Notes, as provided in the
Trust Indenture, and the several series may be for varying aggregate
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principal amounts and may have different maturity dates, interest rates,
redemption provisions and other terms. The properties of the Owner
Trustee included in the Indenture Estate are pledged or mortgaged to
Indenture Trustee to the extent provided in the Trust Indenture as
security for the payment of the principal of and premium, if any, and
interest on the Series 4 Notes and all other Notes issued and outstanding
from time to time under the Trust Indenture. Reference is hereby made to
the Trust Indenture for a statement of the rights of the holder of, and
the nature and extent of the security for, this Series 4 Note and of the
rights of, and the nature and extent of the security for, the holders of
the other Notes and of certain rights of Owner Trustee and Owner
Participant, as well as for a statement of the terms and conditions of
the trusts created by the Trust Indenture, to all of which terms and
conditions the holder hereof agrees by its acceptance of this Series 4
Note.
This Series 4 Note is subject to redemption in whole or
in part only as contemplated by the Trust Indenture in the circumstances
therein described. This Series 4 Note may not be optionally redeemed or
prepaid prior to its maturity.
In case an Indenture Event of Default shall occur and be
continuing, the unpaid balance of the principal of the Notes together
with all accrued but unpaid interest thereon may, subject to certain
rights of Owner Trustee and Owner Participant contained or referred to in
the Indenture, be declared or may become due and payable in the manner
and with the effect provided in the Trust Indenture.
Under the circumstances provided in the Trust Indenture,
the obligations of Owner Trustee under the Notes and the Trust Indenture
may be assumed in whole by Lessee, in which case Owner Trustee shall be
released and discharged from all such obligations. In connection with
such an assumption, the holder of this Series 4 Note may be required to
exchange this Series 4 Note for a new Note evidencing such assumption.
There shall be maintained at the Paying Agent Office a
register for the purpose of registering transfers and exchanges of Notes
in the manner provided in the Trust Indenture. The transfer of this
Series 4 Note is registrable, as provided in the Trust Indenture, upon
surrender of this Series 4 Note for registration of transfer duly
accompanied by a written instrument of transfer duly executed by or on
behalf of the registered holder hereof, together with the amount of any
applicable transfer taxes. Prior to due presentment for registration of
transfer of this Series 4 Note Owner Trustee and Indenture Trustee may
treat the person in whose name this Series 4 Note is registered as the
owner hereof for the purpose of receiving payment of principal, premium,
if any, and interest hereon and for all other purposes whatsoever,
whether or not this Series 4 Note be overdue, and neither Owner Trustee
nor Indenture Trustee shall be affected by notice to the contrary.
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<PAGE>
This Series 4 Note has been executed and delivered in
the State of New York and shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, Owner Trustee has caused this Series
4 Note to be duly executed as of the date hereof.
THE BANK OF NEW YORK, not in
its individual capacity but
solely as Owner Trustee under
the Trust Agreement referred
to herein.
By_______________________________
Authorized Signature
This Note is one of the Notes referred to in the within
mentioned Trust Indenture.
FIRST TRUST OF NEW YORK, N.A.,
(successor to Morgan Guaranty
Trust Company of New York) as
Authenticating Agent,
By____________________________
Authorized Signature
This Series 4 Note is secured by a mortgage on Florida real estate and
documentary stamp tax has been paid on the mortgage recorded in Official
Records Book 459, page 956, of the Public Records of Putnam County,
Florida.
-4-
<PAGE>
SCHEDULE
TO
SERIES 4 NOTE
<TABLE>
<CAPTION>
Percentage of
Original Principal
Date Amount Payable
- --- ---
<S> <C>
June 15, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.33489140%
December 15, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.91289492%
June 15, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.81370206%
December 15, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.51295624%
June 15, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.32876928%
December 15, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.15845541%
June 15, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.87443464%
December 15, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.38380005%
June 15, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.97149444%
December 15, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.70860155%
</TABLE>
-5-
<PAGE>
Series 5 Note
SEMINOLE UNIT 2 NONRECOURSE NOTE, SERIES 5
Issued at: New York, New York
Issue Date: November 19, 1999
The Bank of New York (successor to CBT Trust Company of Florida,
National Association), not in its individual capacity but solely as Owner
Trustee (herein in such capacity called "Owner Trustee") under that
certain Trust Agreement dated as of August 1, 1984, as amended and
supplemented (herein called the "Trust Agreement"), between the Owner
Participant named therein and Owner Trustee, hereby promises to pay to
National Cooperative Services Corporation or registered assigns, the
principal sum of Fifty-Six Million Seven Hundred Thousand Dollars
($56,700,000), together with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the aggregate amount of such principal
sum remaining unpaid from time to time from the date of this Series 5
Note until due and payable (whether due at maturity or by prepayment,
acceleration or otherwise) at the rates specified in Schedule A attached
hereto. Interest on this Series 5 Note shall be due and payable on
December 15, 1999 and thereafter semiannually commencing on June 15,
2000, and on each December 15 and June 15 thereafter until this Series 5
Note is paid in full. The principal of this Series 5 Note shall be due
and payable in twenty consecutive semiannual installments on each June 15
and December 15, commencing on June 15, 2000 and ending on December 15,
2009, each such installment of principal to be equal to the amount set
forth in Schedule B attached hereto in the column headed "Principal
Amount Payable" with respect to the date of such installment, provided
that installments may be reduced as provided in Section 2.08 of the
Indenture and that the last such installment of principal shall be equal
to the then unpaid balance hereof.
Interest on any overdue principal and premium, if any,
and (to the extent permitted by applicable law) any overdue interest
shall be paid, on demand, from the due date thereof at a rate equal to
the greater of (a) 1% per annum (computed on the basis of a 360-day year
of twelve 30-day months) in excess of the interest rate borne by this
Series 5 Note at such due date and (b) 1% per annum (computed on the
basis of a 360-day year of twelve 30-day months) in excess of the Prime
Rate for the period during which any such principal, premium or interest
shall be overdue, unless such rate exceeds any applicable usury
limitation law from time to time in which event such rate shall be the
maximum rate permitted by such law for the duration of the application of
such limitation.
-1-
<PAGE>
In the event any date on which a payment is due under
this Series 5 Note is not a Business Day, then such payment need not be
made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date on which such
payment was due, together with interest on such payment (to the extent
permitted by applicable law) for the period from and including such date
to but not including such next succeeding Business Day.
All payments of principal, premium, if any, and interest
to be made by Owner Trustee hereunder and under the Trust Indenture and
Security Agreement, dated as of December 7, 1984, as supplemented by
Supplement No. 1 dated as of November 10, 1994, Supplement No. 2 dated as
of December 15, 1997, Supplement No. 3 dated as of December 11, 1998 and
Supplement No. 4 dated as of November 19, 1999, and as at any time
hereinafter amended or supplemented in accordance with the provisions
thereof (the "Trust Indenture", the terms defined therein not otherwise
defined herein being used herein with the same meanings), between Owner
Trustee and First Union National Bank (successor to Southeast Bank, N.A.)
("Indenture Trustee"), shall be made only from the Indenture Estate and
Indenture Trustee shall have no obligation for the payment thereof except
to the extent that Indenture Trustee shall have sufficient income or
proceeds from the Indenture Estate to make such payments in accordance
with the terms of Article III of the Trust Indenture. The holder hereof,
by its acceptance of this Series 5 Note, agrees that such holder will
look solely to the income and proceeds from the Indenture Estate to the
extent available for distribution to the holder hereof as above provided,
and that, except as expressly provided in the Trust Indenture, none of
Owner Participant, Owner Trustee or Indenture Trustee is or shall be
personally liable to the holder hereof for any amounts payable under
this Series 5 Note or for any performance to be rendered under the Trust
Indenture or any other Operative Document or Debt Operative Document or
for any liability thereunder.
Principal and premium, if any, and interest shall be
payable, in the manner provided in the Trust Indenture, on presentment of
this Series 5 Note at the Paying Agent Office, or as otherwise provided
in the Trust Indenture. In no event shall payments be made in Florida.
The holder hereof, by its acceptance of this Series 5
Note, agrees that each payment received by it hereunder shall be applied
in the manner set forth in Section 2.08 of the Trust Indenture, that it
will duly note on the Schedule hereto or by other appropriate means all
payments of principal or interest made hereon and any change in the
interest rate applicable hereto and that it will not in any event
transfer or otherwise dispose of this Series 5 Note unless and until all
such notations have been duly made.
This Series 5 Note is one of the Notes referred to in
the Trust Indenture. The Trust Indenture permits the issuance of
-2-
<PAGE>
additional series of Notes, as provided in the Trust Indenture, and the
several series may be for varying aggregate principal amounts and may
have different maturity dates, interest rates, redemption provisions and
other terms. The properties of the Owner Trustee included in the
Indenture Estate are pledged or mortgaged to Indenture Trustee to the
extent provided in the Trust Indenture as security for the payment of the
principal of and premium, if any, and interest on the Series 5 Notes and
all other Notes issued and outstanding from time to time under the Trust
Indenture. Reference is hereby made to the Trust Indenture for a
statement of the rights of the holder of, and the nature and extent of
the security for, this Series 5 Note and of the rights of, and the nature
and extent of the security for, the holders of the other Notes and of
certain rights of Owner Trustee and Owner Participant, as well as for a
statement of the terms and conditions of the trusts created by the Trust
Indenture, to all of which terms and conditions the holder hereof agrees
by its acceptance of this Series 5 Note.
This Series 5 Note is subject to redemption in whole or
in part only as contemplated by the Trust Indenture in the circumstances
therein described. This Series 5 Note may not be optionally redeemed or
prepaid prior to its maturity.
In case an Indenture Event of Default shall occur and be
continuing, the unpaid balance of the principal of the Notes together
with all accrued but unpaid interest thereon may, subject to certain
rights of Owner Trustee and Owner Participant contained or referred to in
the Trust Indenture, be declared or may become due and payable in the
manner and with the effect provided in the Trust Indenture.
Under the circumstances provided in the Trust Indenture,
the obligations of Owner Trustee under the Notes and the Trust Indenture
may be assumed in whole by Lessee, in which case Owner Trustee shall be
released and discharged from all such obligations. In connection with
such an assumption, the holder of this Series 5 Note may be required to
exchange this Series 5 Note for a new Note evidencing such assumption.
There shall be maintained at the Paying Agent Office a
register for the purpose of registering transfers and exchanges of Notes
in the manner provided in the Trust Indenture. The transfer of this
Series 5 Note is registrable, as provided in the Trust Indenture, upon
surrender of this Series 5 Note for registration of transfer duly
accompanied by a written instrument of transfer duly executed by or on
behalf of the registered holder hereof, together with the amount of any
applicable transfer taxes. Prior to due presentment for registration of
transfer of this Series 5 Note, Owner Trustee and Indenture Trustee may
treat the person in whose name this Series 5 Note is registered as the
owner hereof for the purpose of receiving payment of principal, premium,
if any, and interest hereon and for all other purposes whatsoever,
-3-
<PAGE>
whether or not this Series 5 Note be overdue, and neither Owner Trustee
nor Indenture Trustee shall be affected by notice to the contrary.
This Series 5 Note has been executed and delivered in
the State of New York and shall be governed by the laws of the State of
New York.
-4-
<PAGE>
IN WITNESS WHEREOF, Owner Trustee has caused this Series
5 Note to be duly executed as of the date hereof.
THE BANK OF NEW YORK, not in
its individual capacity but
solely as Owner Trustee under
the Trust Agreement referred
to herein,
By_____________________________
Authorized Signature
This Note is one of the Notes referred to in the within
mentioned Trust Indenture.
U.S. BANK TRUST NA,(successor
to First Trust of New York,
N.A.) as Authenticating Agent,
By_____________________________
Authorized Signature
This Series 5 Note is secured by a mortgage on Florida real estate and
documentary stamp tax has been paid on the mortgage recorded in Official
Records Book 459, page 956, of the Public Records of Putnam County,
Florida.
-5-
<PAGE>
SCHEDULE A
TO
SERIES 5 NOTE
INTEREST RATES ON THE SERIES 5 NOTE
<TABLE>
<CAPTION>
Period Interest Rate
------ -------------
<S> <C>
Issuance to December 15, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.32874208%
December 16, 1999 to June 15, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.32874208%
June 16, 2000 to December 15, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.32885299%
December 16, 2000 to June 15, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.32888797%
June 16, 2001 to December 15, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.37966397%
December 16, 2001 to June 15, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.38626612%
June 16, 2002 to December 15, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.43842736%
December 16, 2002 to June 15, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.43070289%
June 16, 2003 to December 15, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.49382947%
December 16, 2003 to June 15, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.46868329%
June 16, 2004 to December 15, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.57849935%
December 16, 2004 to June 15, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.54255422%
June 16, 2005 to December 15, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.08558609%
December 16, 2005 to June 15, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.61482967%
June 16, 2006 to December 15, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65302622%
December 16, 2006 to June 15, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.63154183%
June 16, 2007 to December 16, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.67847594%
December 16, 2007 to June 15, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.63982568%
June 16, 2008 to December 15, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.72158435%
December 16, 2008 to June 15, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.66524854%
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.89587171%
</TABLE>
-6-
<PAGE>
SCHEDULE B
TO
SERIES 5 NOTE
Payment of Principal
<TABLE>
<CAPTION>
Principal
Date Amount Payable ($)
- ---- ------------------
<S> <C>
June 15, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000.00
December 15, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000.00
June 15, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
December 15, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
June 15, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
December 15, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
June 15, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
December 15, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
June 15, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
December 15, 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
June 15, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000.01
December 15, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
June 15, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
December 15, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
June 15, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
December 15, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
June 15, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
December 15, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
June 15, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,999.99
December 15, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 279,999.99
</TABLE>
-7-
