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: Pennsylvania Electric Company
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Address: c/o GPU Service, Inc., 310 Madison Avenue, Morristown, NJ
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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 TMI-1 Fuel Corp.; Amended and Restated Lease
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dated as of November 17, 1995; original lease dated as of August 8, 1991)
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2a. Expected date facility will be placed in service: facility is in
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service
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3. Regulatory authority which has acted on transaction:
Name: Pennsylvania Public Utility Commission
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Date of order: 09/17/98
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Name: Securities and Exchange Commission
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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 Three Mile Island Unit 1
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nuclear generating station ("TMI-1") of which Lessee owns a 25% interest
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6. Manufacturer or supplier: Sequoyah Fuels Corporation/ConverDyn, United
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States Enrichment Corporation, Framatome Cogema Fuels 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 $25 million (for portion of facility relating to
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Lessee's interest in TMI-1)
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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: TMI-1 Fuel Corp.
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Address: c/o United States Trust Company of New York, 114 West 47th
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Street, New York, NY 10036
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10. Holders of beneficial interests:
Percent Amount
Name and Address of equity invested
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TMI-1 Fuel Corp. 100% Up to $25
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 --
c/o Lord Securities under Second Amended
Corporation 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
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financing charge, as defined in the Second Amended and Restated Nuclear
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Material Lease Agreement, together with thermal energy in British Thermal
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Units of heat produced by nuclear material burned multiplied by a BTU
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charge
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Period: Lease Term
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Date executed: 12/2/98
Signature of Holder of legal title:
TMI-1 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 TMI-1 Fuel Corp. and
Pennsylvania Electric 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 TMI-1 Fuel Corp. on December 1, 1995.
(2) See Attachment A.
(3) See Attachment B.
(4) See Attachment C.
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<PAGE>
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 TMI-1 Fuel Corp., with
respect to commercial paper outstanding and all interest payable by TMI-1 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
TMI-1 (the "Nuclear Material") and certain transaction costs payable by TMI-1
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 TMI-1 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 TMI-1 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 TMI-1 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 TMI-1 Fuel Corp.)
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<PAGE>
Attachment B
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TMI-1 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 TMI-1 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 $100,000,000 ($25 million for
Lessee's interest in the facility). On November 5, 1998, TMI-1 Fuel Corp. issued
commercial paper under the Credit Agreement in the aggregate face amount of
$56,627,000, approximately $14,156,750 of which relates to the Lessee's interest
in TMI-1.
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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.
TMI-1 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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