FORM U-7D
AMENDED AND RESTATED
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
The undersigned certify that this certificate accurately summarizes, as
required in the instructions to Form U-7D, the information requested as to the
Project Lease identified herein and the transactions for the financing thereof.
The Project Lease, which was the subject of the U-7D filed on December 14,
1982, has heretofore been amended and certain terms of the financing
arrangements have been changed. This Amended and Restated Certificate is being
filed for the purpose of further updating the information on file with the
Commission. The primary change relevant to the information included in this
certificate is a substitution of the holder of beneficial interests.
Item 1. Lessee Public Utility Company; Address:
Southwest Gas Corporation
5241 Spring Mountain Road
Las Vegas, Nevada 89114
Item 2. Date:
This certificate relates to the Project Lease dated as of July 1, 1982 (as
heretofore amended, the "Lease") between Southwest Gas Corporation (the
"Lessee"), and U.S. Bank Trust National Association ("U.S. Bank") (successor to
the original named owner trustee, Valley Bank of Nevada), not in its individual
corporate capacity but solely as Owner Trustee under a Trust Agreement dated as
of July 1, 1982 between PSEG Resources Inc. ("Resources") (successor by
assignment to the original owner participant/beneficiary thereunder, General
Electric Capital Corporation) and U.S. Bank, (the "Lessor"). Capitalized terms
used herein are defined in the Lease, or Schedule Z thereto.
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Item 2a. Expected Date Project will be Placed in Service:
The Lessee placed the Project in service on November 17, 1982.
Item 3. Regulatory Authority which has acted on Transaction:
By order dated November 10, 1982, the Public Service Commission of Nevada
approved the terms of the Lease.
Item 4. Initial Term of the Lease:
The Basic Term of the Lease is from July 1, 1982 through January 6, 2003.
The Lease may terminate earlier under certain circumstances, including, among
others: if the Lessee determines on or after January 6, 1993 that the Project
has become obsolete or surplus to the requirements of the Lessee; if the Project
shall be destroyed or condemned; or if certain Events of Default occur under the
Lease.
Item 4a. Renewal Options:
At the end of the Basic Term, Lessee may renew the Lease for one 2.5-year
term and thereafter for successive 3 year -terms, ending on or before January 6,
2081.
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Item 5. Brief Description of Project:
The Project consists of a liquefied natural gas (LNG) facility (the
"Facility") and related pipeline (the "Pipeline") near Lovelock, Nevada. The
Facility consists of three main components: the liquefaction plant, the storage
tank and the regassification plant. The liquefaction plant is capable of
liquefying natural gas at a rate of 5.5 million standard cubic feet (SCF) per
day. The storage tank has a capacity of one billion SCF in gaseous form, or
12,180,000 gallons in liquid form. The regassification plant consists of three
vaporizers, each with a capacity of 35,000 MCF per day. Once vaporized, the gas
flows into the Pipeline, which measures 20 inches outside diameter, and is
approximately 61 miles in length.
Item 6. Manufacturers and Suppliers:
Chicago Bridge and Iron Company and Grinnell Fire Protection Systems
Company, Inc. were the primary contractors for the Facility. Stupp Corporation
manufactured the Pipeline, which was installed by the McAninch Corporation.
Item 7. Cost of Project:
The total cost of the Project is $52,090,606.60. Of this amount, the
Facility Cost is $34,238,904.18, the Pipeline Cost is $16,588,270.88 and
Transactional Costs are $1,263,431.54.
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Items 8 and 8a. Basic Rent; Periodic Installment:
Lessee is obligated to pay both Facility Rent and Pipeline Rent. On
November 12, 1982, Lessee paid $426,137.60 as Interim Facility Rent and
$238,823.00 as Interim Pipeline Rent. On January 6, 1983 Lessee paid Facility
Rent in the amount of $2,365,325.55 and Pipeline Rent in the amount of
$1,054,378.29.
The subsequent rental payments will be calculated as follows:
Commencing on July 6, 1983, and continuing each July 6 and January 6
thereafter through July 6, 2002, Lessee will pay (1) Facility Rent in an amount
determined by multiplying the Facility Cost by 6.7053%; and (2) Pipeline Rent in
an amount determined by multiplying the Pipeline Cost by 6.2656%. According to
this formula, the total semi-annual rental payments will be $3,335,175.94. If
certain assumed circumstances change during the term of the Lease the rentals
for the Project may be adjusted to maintain certain economic benefits to the
beneficial owner of the Project, Resources. Commencing with the last Rent
Payment Date on which any payment of principal on the Secured Notes is payable
and ending on and including January 6, 2003, the Project Rent may be increased
by a formula designed to take into account Resources' increased cost of funds.
Item 9. Holder of Legal Title to Project:
The Lessor in its capacity as Owner Trustee will hold legal title to the
Project. Lessor's address is:
US Bank Trust National Association
f/k/a First Trust of California, National Association
101 First Trust of Arizona
101 N. First Avenue, # 2000
Phoenix, Arizona 85003
Attention: Brad Stevenson
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Item 10. Holder of Beneficial Interests:
Resources, as Owner Participant, will be the beneficial owner of the
Project. Resources's predecessor-in-interest has invested $19,619,606.60 in the
Project (including Transactional Costs), which represents one hundred percent of
the equity in the Project. Owner Participant's address is:
PSEG Resources Inc.
80 Park Plaza, T-22
Newark, New Jersey 07101
Attention: President
The Lessee will have certain options to purchase the Project.
Item 11. The Loan incurred to finance the Project was paid in full on
January 6, 1998.
Date executed: June 25, 1999
Signature of Holder of Legal Title:
U.S. Bank Trust National Association,
as Lessor and Owner Trustee
By: John McIntire
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Name: John McIntire
Title: Trust Officer, PSEG Resources Inc.
Date executed: June 25, 1999
Signature of Holder of Beneficial Interest:
PSEG RESOURCES INC.
as Owner Participant
By: William R. Barbour
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Name: William R. Barbour
Title: Assistant Secretary
