FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment(1)
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: Jersey Central Power & Light Company
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Address: c/o GPU Service, Inc., 310 Madison Avenue, Morristown, NJ 07962
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2. Date: as of November 5, 1998 (date of Second Amended and Restated Nuclear
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Material Lease Agreement with Oyster Creek Fuel Corp.; Amended and
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Restated Lease dated as of November 17, 1995; original lease dated as of
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August 8, 1991)
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2a. Expected date facility will be placed in service: facility is in service
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3. Regulatory authority which has acted on transaction:
Name: New Jersey Board of Public Utilities Date of order: 8/1/91
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Name: Securities and Exchange Commission Date of order: 11/3/98;
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4. Initial term of lease: 364 days from 11/5/98
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4a. Renewal options: renewable for 364-day extensions after expiration of
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initial term, but in no event with a term beyond November 17, 2015.
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5. Brief description of facility: nuclear fuel, assemblies and component
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parts acquired from time to time for use at Oyster Creek nuclear
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generating station ("Oyster Creek") of which Lessee owns a 100% interest
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6. Manufacturer or supplier: Sequoyah Fuels Corporation/ConverDyn, United
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States Enrichment Corporation, General Electric Company and possibly other
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manufacturers or suppliers in the future pursuant to the related Second
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Amended and Restated Nuclear Material Lease Agreement
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7. Cost of facility: up to $90 million
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8. Basic rent. Initial term: (2)
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8a. Periodic installment. Amount: (2) Period: (2)
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9. Holder of legal title to facility: Oyster Creek Fuel Corp.
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Address: c/o United States Trust Company of New York, 114 West
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47th Street, New York, NY 10036
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1. Holders of beneficial interests:
Percent Amount
Name and Address of equity invested
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Oyster Creek Fuel Corp. 100% Up to $90
c/o United States Trust million
Company of New York
114 West 47th Street
New York, NY 10036
United States Trust Trustee under Second --
Company of New York Amended and Restated
114 West 47th Street Trust Agreement
New York, NY 10036
Lord Fuel Corp. Reversionary interest --
Corporation under Second Amended
c/o Lord Securities and Restated Trust
2 Wall Street Agreement
New York, NY 10005
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount borrowed: (3)
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Interest rate: (3) Number of lenders: (3)
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Terms of Repayment. Amount: Payments based on amount of monthly financing
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charge, as defined in the Second Amended and Restated Nuclear Material
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Lease Agreement, together with thermal energy in British Thermal Units of
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heat produced by nuclear material burned multiplied by a BTU charge
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Period: Lease Term
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Date executed: 12/2/98
Signature of Holder of legal title:
OYSTER CREEK FUEL CORP.
By:/s/ Louis P. Young
Louis P. Young
Title: President
Signatures of Holders of beneficial interests shall be annexed and
incorporated herein.(4)
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<PAGE>
(1) This Amendment relates to the Second Amended and Restated Nuclear Material
Lease Agreement dated as of November 5, 1998 between Oyster Creek Fuel Corp. and
Jersey Central Power & Light Company and financing transactions related thereto.
Such agreement amends the Amended and Restated Nuclear Material Lease Agreement
dated as of November 17, 1995, which was the subject of an amendment to the
Certificate on Form U-7D filed by Oyster Creek Fuel Corp. on December 1, 1995.
(2) See Attachment A.
(3) See Attachment B.
(4) See Attachment C.
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Attachment A
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Basic Rent. Monthly rent during both the initial and any renewal term equals the
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sum of (a) all commercial paper discount, as defined in the Second Amended and
Restated Nuclear Material Lease Agreement, payable by Oyster Creek Fuel Corp.,
with respect to commercial paper outstanding and all interest payable by Oyster
Creek Fuel Corp. with respect to all outstanding notes issued by such company,
to finance the Lessee's interest in nuclear fuel assemblies and component parts
for use at Oyster Creek (the "Nuclear Material") and certain transaction costs
payable by Oyster Creek Fuel Corp. incurred in connection with the Second
Amended and Restated Nuclear Material Lease Agreement, which commercial paper
discount, interest and costs are not related to costs incurred by Oyster Creek
Fuel Corp. in acquiring the Nuclear Material and (b) a Monthly Rent Component
which shall be an amount determined by multiplying (x) the amount of thermal
energy in millions of British Thermal Units of heat produced by such Nuclear
Material during the second preceding month by (y) the BTU Charge set forth in
the final leasing record covering such Nuclear Material.
Additional Rent. Includes legal, accounting, administrative and other operating
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expenses and taxes incurred by Oyster Creek Fuel Corp. to the extent not paid as
part of Basic Rent (including, without limitation, any cancellation fees, yield
maintenance amounts and all other liabilities incurred or owed by Oyster Creek
Fuel Corp. pursuant to the financing documents) and all amounts (other than
Basic Rent) that the Lessee agrees to pay under the Second Amended and Restated
Lease Agreement (including, without limitation, indemnification payable under
the Second Amended and Restated Lease Agreement and general and administrative
expenses of Oyster Creek Fuel Corp.)
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Attachment B
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Oyster Creek Fuel Corp. has entered into a Credit Agreement, dated as of
November 5, 1998, with The First National Bank of Chicago, as Administrative
Agent, PNC Bank, National Association, as Syndication Agent, and First Chicago
Capital Markets, Inc. and PNC Capital Markets, Inc., as Arrangers thereunder and
the Banks party thereto (collectively, the "Lenders"), providing for loans from
time to time to Oyster Creek Fuel Corp., in order to finance acquisition costs
for Nuclear Material. The aggregate face value of commercial paper and/or loans
that may be issued under such Credit Agreement may not exceed $90 million. On
November 5, 1998, Oyster Creek Fuel Corp. issued commercial paper under the
Credit Agreement in the aggregate face amount of $76,104,000.
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<PAGE>
Attachment C
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Signatures of Holders of Beneficial Interests
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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.
OYSTER CREEK FUEL CORP.
By:/s/ Louis P. Young
Louis P. Young
Title: President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By:/s/ Louis P. Young
Louis P. Young
Title: Vice President
LORD FUEL CORP., as Trust Beneficiary
By:/s/ Dwight Jenkins
Dwight Jenkins
Title: Vice President
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