<PAGE>
FORM U-7D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FILE No. 32-445
------
AMENDMENT No. 2
Amendment to Certificate Pursuant to Rule 7(d) on Form U-7D under Public
Utility Holding Company Act of 1935
NATIONSBANK, N.A., successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York,
as Owner Trustee under Trust Agreement No. 4,
dated December 30, 1985, as amended and supplemented,
with HEI Investment Corp.
(Name of company filing amendment)
Name, title, and address of officer to whom notices and correspondence
concerning this amendment should be addressed:
NATIONSBANK, N.A., successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York,
as Owner Trustee under Trust Agreement No. 4,
dated December 30, 1985, as amended and supplemented,
with HEI Investment Corp.
100 Ashford Center North., Suite 520
Atlanta, Georgia 30338
Attention: Stefan Victory, Corporate Trust Department
The undersigned hereby amends the above document (which relates to a
financing for OGLETHORPE POWER CORPORATION, as Lessee public-utility company, of
an undivided interest in Plant Robert W. Scherer Unit No. 2) as indicated in the
Annex attached hereto with respect to the following:
Items 2, 8, 8a., 9, 11, and Schedules A and B.
<PAGE>
SIGNATURE
The company has caused this amendment to be duly signed on its behalf by
its authorized officer in the City of New York and State of New York, on the
17th day of December, 1997.
<TABLE>
<S> <C>
Attest: [Seal] NationsBank, N.A., a national banking
association and successor by merger to The
Citizens and Southern National Bank, acting
through its agent, The Bank of New York, a
state banking corporation organized under the
laws of the state of New York, as Owner
Trustee under a Trust Agreement No. 4, dated
December 30, 1985, as amended and
supplemented, with HEI Investment Corp. and
as successor to Wilmington Trust Company and
William J. Wade, Original Owner Trustee and
Co-Owner Trustee under said Trust Agreement
/s/ Howard L. Shellkopf By /s/ Stefan Victory Agent
- ----------------------------- ----------------------------
(Signature of Officer) (Name) (Title)
Agent Stefan Victory
- ----------------------------- ----------------------------
(Title) (Type or print name)
</TABLE>
<PAGE>
SIGNATURE OF HOLDER OF BENEFICIAL INTEREST
The holder of the beneficial interest in the Lease described above has
caused this amendment to be duly signed on its behalf by its authorized officer
as of the 17th day of December, 1997.
HEI INVESTMENT CORP.
By: /s/ Robert F. Mougeot
-------------------------
Name: Robert F. Mougeot
Title: Chairman of the
Board and President
Attest: [Seal]
By: /s/ Betty Ann M. Splinter
--------------------------
Name: Betty Ann M. Splinter
Title: Secretary
<PAGE>
ANNEX
(Numbers hereto refer to the item-numbers as appeared in the Initial Filing
on Form U-7D)
2. Date: The refinancing was on December 17, 1997.
8. Basic Rent: As a result of a refinancing and an amendment to the lease
on December 17, 1997, the aggregate basic rent during the basic term will be
$123,092,935.41.
8a. Periodic Installment. Amount: As a result of a refinancing and an
amendment to the lease on December 17, 1997, the periodic installments will
be due on December 31st and June 30th 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: NationsBank, N.A., as successor by
merger to The Citizens and Southern National Bank, as Owner Trustee under
Trust Agreement No. 4, as amended and supplemented, dated December 30, 1985
and as successor in interest to all of the right, title and interest of
Wilmington Trust Company and William J. Wade, as Original Owner Trustee and
Co-Owner Trustee under said Trust Agreement No. 4, in and to the Facility (as
described in Item 5) and under the Lease Agreement No. 4, as amended,
referred to in the original filing of the certificate on Form U-7D.
Address:
NationsBank, N.A, as successor by merger to
The Citizens and Southern National Bank,
acting through its agent, The Bank of New York
as Owner Trustee under Trust Agreement No. 4,
dated December 30, 1985, as amended and supplemented,
with HEI Investment Corp.
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporation Trust Department
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount Borrowed: As a result of a refinancing on December 17, 1997, OPC
Scherer 1997 Funding Corporation A, a Delaware corporation, has made a loan (the
"Refinancing Loan") to the Owner Trustee in the amount of $57,202,000.00, the
proceeds of which were used to prepay the Refunding Lessor Note (as described in
the Amendment No. 1 to Item 11 of the Original Filing of Form U-7D). The
Refinancing Loan is evidenced by a Series 1997 Refunding Lessor Note.
The interest rate on the Series 1997 Refunding Lessor Note is 6.974%;
The number of Lenders: one
Terms of repayment: Amount and Period: Attached as Schedule B and
incorporated
<PAGE>
herein is a listing of the principal and interest payments to be made
semiannually with respect to the Series 1997 Refunding Lessor Note on
December 31 and June 30 of each year through and including June 30, 2011.
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
PERCENTAGE OF FACILITY
RENT PAYMENT DATE RENT NUMBER RENT AMOUNT COST
- ----------------- ----------------- ---------------- ------------------------
<S> <C> <C> <C>
June 30, 1998 1 4,247,619.63 4.2476196
December 31, 1998 2 3,968,837.39 3.9688374
June 30, 1999 3 2,654,342.00 2.6543420
December 31, 1999 4 5,269,474.62 5.2694746
June 30, 2000 5 2,595,208.30 2.5952083
December 31, 2000 6 5,328,483.68 5.3284837
June 30, 2001 7 2,532,733.86 2.5327339
December 31, 2001 8 5,390,482.21 5.3904822
June 30, 2002 9 2,467,402.16 2.4674022
December 31, 2002 10 5,456,325.73 5.4563257
June 30, 2003 11 2,399,059.20 2.3990592
December 31, 2003 12 5,536,275.03 5.5362750
June 30, 2004 13 5,859,760.29 5.8597603
December 31, 2004 14 2,063,260.76 2.0632608
June 30, 2005 15 5,953,356.27 5.9533563
December 31, 2005 16 1,969,664.78 1.9696648
June 30, 2006 17 6,955,145.53 6.9551455
December 31, 2006 18 969,630.09 0.9696301
June 30, 2007 19 7,169,630.09 7.1696301
December 31, 2007 20 753,436.09 0.7534361
June 30, 2008 21 7,401,436.09 7.4014361
December 31, 2008 22 521,620.33 0.5216203
June 30, 2009 23 7,649,620.33 7.6496203
December 31, 2009 24 273,066.97 0.2730670
June 30, 2010 25 7,916,066.97 7.9160670
December 31, 2010 26 6,555.56 0.0065556
June 30, 2011 27 7,921,918.26 7.9219183
December 31, 2011 28 0.00 0.0000000
June 30, 2012 29 7,901,012.66 7.9010127
December 31, 2012 30 0.00 0.0000000
June 30, 2013 31 3,961,510.53 3.9615105
-------------- -----------
TOTALS 123,092,935.41 123.0929354
</TABLE>
A-1
<PAGE>
SCHEDULE B
<TABLE>
<CAPTION>
TOTAL DEBT
PAYMENT DATE PRINCIPAL AMOUNT DUE INTEREST AMOUNT DUE SERVICE PRINCIPAL AMOUNT OUTSTANDING
- --------------------- -------------------- ------------------- ----------------- ----------------------------
<S> <C> <C> <C> <C>
June 30, 1998 0.00 2,138,690.63 2,138,690.63 57,202,000.00
December 31, 1998 1,767,000.00 1,994,633.74 3,761,633.74 55,435,000.00
June 30, 1999 0.00 1,933,018.45 1,933,018.45 55,435,000.00
December 31, 1999 2,740,000.00 1,933,018.45 4,673,018.45 52,695,000.00
June 30, 2000 0.00 1,837,474.65 1,837,474.65 52,695,000.00
December 31, 2000 2,865,000.00 1,837,474.65 4,702,474.65 49,830,000.00
June 30, 2001 0.00 1,737,572.10 1,737,572.10 49,830,000.00
December 31, 2001 2,996,000.00 1,737,572.10 4,733,572.10 46,834,000.00
June 30, 2002 0.00 1,633,101.58 1,633,101.58 46,834,000.00
December 31, 2002 3,134,000.00 1,633,101.58 4,767,101.58 43,700,000.00
June 30, 2003 0.00 1,523,819.00 1,523,819.00 43,700,000.00
December 31, 2003 3,290,000.00 1,523,819.00 4,813,819.00 40,410,000.00
June 30, 2004 3,513,000.00 1,409,096.70 4,922,096.70 36,897,000.00
December 31, 2004 0.00 1,286,598.39 1,286,598.39 36,897,000.00
June 30, 2005 3,651,000.00 1,286,598.39 4,937,598.39 33,246,000.00
December 31, 2005 0.00 1,159,288.02 1,159,288.02 33,246,000.00
June 30, 2006 5,439,000.00 1,159,288.02 6,598,288.02 27,807,000.00
December 31, 2006 0.00 969,630.09 969,630.09 27,807,000.00
June 30, 2007 6,200,000.00 969,630.09 7,169,630.09 21,607,000.00
December 31, 2007 0.00 753,436.09 753,436.09 21,607,000.00
June 30, 2008 6,648,000.00 753,436.09 7,401,436.09 14,959,000.00
December 31, 2008 0.00 521,620.33 521,620.33 14,959,000.00
June 30, 2009 7,128,000.00 521,620.33 7,649,620.33 7,831,000.00
December 31, 2009 0.00 273,066.97 273,066.97 7,831,000.00
June 30, 2010 7,643,000.00 273,066.97 7,916,066.97 188,000.00
December 31, 2010 0.00 6,555.56 6,555.56 188,000.00
June 30, 2011 188,000.00 6,555.56 194,555.56 0.00
------------ ------------- -------------
TOTALS 57,202,000.00 32,812,783.53 90,014,783.53
</TABLE>
B-1
