<PAGE>
FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(D)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment and Restatement
A Certificate to Rule 7(d) on Form U-7D under the Public Utility
Holding Company Act of 1935 was executed on December 30, 1985 and filed (the
"Original Initial Filing"), as amended by the amendment filed on November 19,
1986, that relates to the financing of a 20.2531646% undivided interest in 60%
of Plant Robert W. Scherer Unit No. 2, a coal-fired electric generating unit in
Monroe County, Georgia, for the benefit of Oglethorpe Power Corporation as the
lessee public utility company. Effective September 21, 1996, the beneficial
interest of Ford Motor Credit Company in such 20.2531646% undivided interest was
transferred to DFO Partnership as described in Item 10. In connection with such
transfer, the undersigned hereby submit this amended certificate, amending and
restating the Original Initial Filing in its entirety as if this certificate
were the initial filing. 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: Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation)
("Oglethorpe")
Address: 2100 East Exchange Place
Post Office Box 1349
Tucker, Georgia 30085-1349
2. Date: The Lease Agreement No. 2 is dated December 30, 1985, as
amended October 20, 1986.
a. Expected date facility will be placed in service: The facility was
placed in service on February 1, 1984.
3. Regulatory authority which has acted on transaction: The
Rural Utilities Service ("RUS").
The Rural Electrification Administration ("REA") of the United
States Department of Agriculture approved the transaction as of
December 24, 1985. The RUS succeeded the REA pursuant to
Section 232 of the Federal Crop Insurance Reform and Department
of Agriculture Act of 1994.
Date of order: December 24, 1985
<PAGE>
4. Initial term of lease: An interim term from December 30, 1985
until January 1, 1986, followed by a basic term of twenty-seven
(27) years and six (6) months.
4a. Renewal Options: The lessee may elect to exercise various
renewal options, as follows:
(1) the lessee may renew the lease for a fixed rate renewal
term commencing on the day following the last day of the basic
lease term and ending on the later of (i) the date which is 8.5
years after the commencement of this renewal term and (ii) the
earlier of (a) the latest date as of which the estimated fair
market value of the undivided interest as determined by
appraisal, equals 20% of facility cost, without including
inflation or deflation and (b) the date as of which the sum of
the number of years of the proposed fixed rate renewal term and
the basic term shall equal 70% of the estimated economic useful
life of the undivided interest as determined by appraisal.
(2) the lessee may renew the lease for an unlimited number of
fair market rental value renewal terms commencing on the day
following the last day of the basic lease term or any renewal
term and extending for one year or any integral multiple
thereof up to five years.
5. Brief description of facility: A 20.2531646% undivided interest in
60% of Plant Robert W. Scherer Unit No. 2, an 818 MW (nameplate
capacity) coal-fired electric generating unit located in Monroe
County, Georgia ("Unit 2") is owned by the undersigned and
leased back to Oglethorpe during the term (including renewals)
of the lease. In addition, pursuant to a supporting assets
lease, the undersigned has a leasehold interest (which, in
turn, is subleased back to Oglethorpe during the term,
including renewals of the lease), as tenant in common with the
Co-owners (Georgia Power Company, Municipal Electric Authority
of Georgia and the City of Dalton, Georgia) in 20.2531646% of
the Unit 2 site, 10.1265823% in the local common facilities
(certain common facilities used in connection with Unit 1 and
Unit 2 also located at Plant Robert W. Scherer) and 5.0632912%
in the global common facilities (certain other facilities used
in common with one or both of Unit 1 and Unit 2 and used with
one or both of Units 3 and 4). Georgia Power Corporation is the
operator of Plant Robert W. Scherer.
<PAGE>
6. Manufacturer or supplier: General Electric Corporation has
manufactured and supervised the installation of the turbine-
generator, Combustion Engineering has manufactured and
installed the boiler. Georgia Power Company was the
construction manager. Southern Company Services, Inc. is the
Project Engineering firm. Numerous subcontractors and
manufacturers were involved in the construction of the
facility.
7. Cost of facility: Approximately $80,000,000 Undivided Interest
(excluding Transaction Expenses).
8. Basic Rent. As a result of a refinancing and an amendment to the
lease on October 20, 1986, the aggregate basic rent during the
basic term will be $179,843,023.06.
8a. Periodic Installment. Amount: As a result of a refinancing and an
amendment to the lease on October 20, 1986, the periodic
installments will be due on December 30 and June 30 of each
year through and including June 30, 2013, and will be as listed
on Schedule A attached hereto and incorporated herein.
9. Holders of legal title to facility: Wilmington Trust Company, a
Delaware banking association, not in its individual capacity
but solely as Owner Trustee, and The Bank of New York, acting
agent for NationsBank of Georgia, N.A. (as successor in
interest to William J. Wade), not in its individual capacity
but solely as Co-Owner Trustee (herein collectively referred to
as "Owner Trustee"), under Trust Agreement No. 2, as amended
and supplemented, dated December 30, 1985.
Address:
Wilmington Trust Company
Rodney Square North
Wilmington, DE 19890
Attention: Corporate Trust Administration
The Bank of New York, acting agent for NationsBank of Georgia,
N.A., as Owner Trustee under Trust Agreement No. 2, dated
December 30, 1985, as amended and supplemented, with DFO
Partnership (as successor to Ford Motor Credit Company)
100 Ashford Center North, Suite 520
Atlanta, GA 30338
Attention: Corporation Trust Department
<PAGE>
10. Holders of beneficial interests: DFO Partnership holds the
beneficial interest in the 20.2531646% undivided interest
described in Item 5.
Address:
c/o Security Pacific Leasing Corporation
555 California Street
San Francisco, CA 94104
Effective September 21, 1996, Ford Motor Credit Company, the
previous holder of the beneficial interest shown in the initial
filing executed on December 30, 1985 of the certificate on Form
U-7D (the "Original Initial Filing"), transferred such
beneficial interest to DFO Holding Company, Inc. Also effective
September 21, 1996, DFO Holding Company, Inc. transferred such
beneficial interest to DFO Partnership. DFO Partnership is a
New York general partnership, the general partners of which are
Security Pacific Leasing Corporation and DFO Holding Company,
Inc.
Amount invested: $26,796,000
Percent of equity: DFO Partnership holds one hundred percent of the
equity in the 20.2531646% undivided interest described in Item
5.
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount Borrowed: As result of a refinancing on October 20, 1986,
OPC Scherer Funding Corporation, a Delaware corporation, has
made a loan (the "Refinancing Loan") to the Owner Trustee in
the amount of $53,204,000, the proceeds of which were used to
prepay the Secured Note (as described in the Item 11 of the
Original Initial Filing of Form U-7D) and to repay, in part,
the investment originally made by the Owner Participant (the
holder of beneficial interest described in Item 10). The
Refinancing Loan is evidenced by a Refunding Lessor Note.
Interest Rate: The interest rate on the Refunding Lessor Note is
as follows:
(1) with respect to $1,594,000.00 principal amount as to which
the final installment payment is on December 31, 1991,
7.45%;
<PAGE>
(2) with respect to $8,853,000.00 principal amount as to which
the final installment payment is on December 31, 1996,
8.70%;
(3) with respect to $42,757,000.00 principal amount as to
which the final installment payment is on June 30, 2008,
9.70%.
The number of Lenders: one
Terms of repayment: Amount and Period: Attached as Schedule B and
incorporated herein is a listing of the principal payments to
be made semiannually with respect to the Refunding Lessor Note
on December 30 and June 30 of each year through and including
June 30, 2008.
<PAGE>
Date executed: October 21, 1996
Signature of holders of legal title:
WILMINGTON TRUST COMPANY, a Delaware banking
association, as Owner Trustee under a Trust
Agreement No. 2 dated December 30, 1985, as
amended and supplemented, with DFO Partnership (as
successor to Ford Motor Credit Company)
By: /s/ Edward L. Truitt, Jr.
-----------------------------------------------
Title: Financial Services Officer
THE BANK OF NEW YORK, ACTING AGENT FOR NATIONSBANK
OF GEORGIA, N.A. (as successor in interest to
William J. Wade), as Co-Owner Trustee under a
Trust Agreement No. 2, dated December 30, 1985, as
amended and supplemented, with DFO Partnership (as
successor to Ford Motor Credit Company)
By: /s/ Stefan Victory
-----------------------------------------------
Title: Assistant Vice President
Signature of holders of beneficial interest:
DFO PARTNERSHIP
By: Security Pacific Leasing Corporation,
its managing general partner
By: /s/ Steven M. Jacobs
------------------------------------------
Title: Vice President
<PAGE>
SCHEDULE A
Base PV of Rents: 76.19558% Base CTL (Implicit): 6.68863%
Full PV of Rents: 76.24008% Full CTL (Implicit): 6.69296%
<TABLE>
<CAPTION>
RENTAL RENT RENT RENT
DATE NUMBER AMOUNT % OF COST
<S> <C> <C> <C>
12/31/1986 2 3581861.74 4.4773272
6/30/1987 3 3210018.07 4.0125226
12/31/1987 4 2569351.56 3.2116895
6/30/1988 5 3261173.14 6.0764664
12/31/1988 6 2518196.50 3.1477456
6/30/1989 7 3215173.14 4.0189664
12/31/1989 8 2564196.50 3.2052456
6/30/1990 9 2516886.64 3.1461083
12/31/1990 10 3262483.00 4.0781038
6/30/1991 11 2688694.50 3.1108681
12/31/1991 12 3290694.50 4.1133681
6/30/1992 13 2973807.08 3.7172589
12/31/1992 14 2805562.55 3.5069532
6/30/1993 15 3370574.64 4.2132183
12/31/1993 16 2408795.00 3.0109938
6/30/1994 17 4756795.00 5.9459937
12/31/1994 18 2306657.00 2.8833213
6/30/1995 19 4867657.00 6.0845712
12/31/1995 20 2195253.50 2.7440669
6/30/1996 21 4989253.50 6.2365669
12/31/1996 22 2073714.50 2.5921431
6/30/1997 23 3705655.14 4.6320689
12/31/1997 24 2073714.50 2.5921431
6/30/1998 25 4349479.45 5.4368493
12/31/1998 26 2073714.50 2.5921431
6/30/1999 27 5061420.93 6.3267762
12/31/1999 28 2002253.07 2.5028163
6/30/2000 29 5203262.50 6.5040781
12/31/2000 30 1860411.50 2.3255144
6/30/2001 31 5373643.00 6.7170538
12/31/2001 32 1690031.00 2.1125388
6/30/2002 33 5561386.50 6.9517331
12/31/2002 34 1502287.50 1.8778594
6/30/2003 35 5768287.50 7.2103594
12/31/2003 36 1295386.50 1.4192331
6/30/2004 37 5996237.50 7.4952969
12/31/2004 38 1067436.50 1.3342956
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RENTAL RENT RENT RENT
DATE NUMBER AMOUNT % OF COST
<S> <C> <C> <C>
6/30/2005 39 6247436.50 7.8092956
12/31/2005 40 816206.50 1.0202581
6/30/2006 41 6524206.50 8.1552581
12/31/2006 42 539368.50 0.6742106
6/30/2007 43 6829368.50 8.5367106
12/31/2007 44 234303.50 0.2928794
6/30/2008 45 7054193.42 8.8177418
12/31/2008 46 0.00 0.0000000
6/30/2009 47 7063674.00 8.8295925
12/31/2009 48 0.00 0.0000000
6/30/2010 49 7063674.00 8.8295925
12/31/2010 50 0.00 0.0000000
6/30/2011 51 7063674.00 8.8295925
12/31/2011 52 0.00 0.0000000
6/30/2012 53 7063674.00 8.8295925
12/31/2012 54 0.00 0.0000000
6/30/2013 55 3531837.00 4.4147963
------------ -----------
TOTALS 179843023.06 224.8037780
</TABLE>
<PAGE>
SCHEDULE B
Schedule of Principal Amortization
for 1991 Designated Installment
<TABLE>
<CAPTION>
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE
<S> <C>
December 31, 1986 $ 0
June 30, 1987 0
December 31, 1987 0
June 30, 1988 0
December 31, 1988 0
June 30, 1989 0
December 31, 1989 46,000
June 30, 1990 0
December 31, 1990 746,000
June 30, 1991 0
December 31, 1991 802,000
----------
$1,594,000
</TABLE>
Schedule of Principal Amortization
for 1996 Designated Installment
<TABLE>
<CAPTION>
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE
<S> <C>
June 30, 1992 $ 0
December 31, 1992 229,000
June 30, 1993 921,000
December 31, 1993 0
June 30, 1994 2,348,000
December 31, 1994 0
June 30, 1995 2,561,000
December 31, 1995 0
June 30, 1996 2,794,000
December 31, 1996 0
----------
$8,853,000
</TABLE>
<PAGE>
Schedule of Principal Amortization
for 2008 Designated Installment
<TABLE>
<CAPTION>
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE
<S> <C>
June 30, 1997 $ 0
December 31, 1997 0
June 30, 1998 0
December 31, 1998 0
June 30, 1999 1,516,000
December 31, 1999 0
June 30, 2000 2,882,000
December 31, 2000 0
June 30, 2001 3,513,000
December 31, 2001 0
June 30, 2002 3,871,000
December 31, 2002 0
June 30, 2003 4,266,000
December 31, 2003 0
June 30, 2004 4,700,000
December 31, 2004 0
June 30, 2005 5,180,000
December 31, 2005 0
June 30, 2006 5,708,000
December 31, 2006 0
June 30, 2007 6,290,000
December 31, 2007 0
June 30, 2008 4,831,000
-----------
$42,757,000
</TABLE>
