<PAGE>
FORM U-7D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FILE No. 32-445
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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. 2,
dated December 30, 1985, as amended and supplemented,
with DFO Partnership, as assignee of Ford Motor Credit Company
(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. 2,
dated December 30, 1985, as amended and supplemented,
with DFO Partnership, as assignee of Ford Motor Credit Company
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.
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. 2, dated
December 30, 1985, as amended and
supplemented, with DFO Partnership as
assignee of Ford Motor Credit Corporation 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)
<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.
DFO PARTNERSHIP
By: Security Pacific Leasing Corporation, its
General Partner
By: /s/ Steven M. Jacobs
----------------------------------
Name: Steven M. Jacobs
Title: Vice President
Attest: [Seal]
By: /s/ Joseph B. Schubert
-------------------------------
Name: Joseph B. Schubert
Title: Assistant 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, the aggregate basic rent during the basic term will be
$101,214,640.60.
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. 2, 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. 2, in and to the Facility
(as described in Item 5) and under the Lease Agreement No. 2, 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. 2,
dated December 30, 1985, as amended and supplemented,
with DFO Partnership, as assignee of
Ford Motor Credit Company
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
$42,757,000.00, 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
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Terms of repayment: Amount and Period: Attached as Schedule B and
incorporated 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 31st and June 30th of each year through and including June 30,
2008.
<PAGE>
SCHEDULE A
Rent Percentage of
Payment Date Rent Number Rent Amount Facility Cost
- ------------ ----------- ----------- -------------
June 30, 1998 1 3,492,656.11 4.3658201
December 31, 1998 2 3,263,867.94 4.0798349
June 30, 1999 3 2,093,077.85 2.6163473
December 31, 1999 4 4,422,005.34 5.5275067
June 30, 2000 5 2,041,918.03 2.5523975
December 31, 2000 6 4,473,202.48 5.5915031
June 30, 2001 7 1,984,039.72 2.4800497
December 31, 2001 8 4,535,091.84 5.6688648
June 30, 2002 9 1,204,172.02 1.5052150
December 31, 2002 10 5,311,539.02 6.6394238
June 30, 2003 11 1,039,997.75 1.2999972
December 31, 2003 12 5,475,660.37 6.8445755
June 30, 2004 13 885,349.30 1.1066866
December 31, 2004 14 5,630,368.88 7.0379611
June 30, 2005 15 719,891.15 0.8998639
December 31, 2005 16 5,795,891.15 7.2448639
June 30, 2006 17 542,891.03 0.6786138
December 31, 2006 18 5,939,469.93 7.4243374
June 30, 2007 19 6,381,732.51 7.9771656
December 31, 2007 20 144,684.02 0.1808550
June 30, 2008 21 4,290,571.02 5.3632138
December 31, 2008 22 2,248,064.45 2.8100806
June 30, 2009 23 0.00 0.0000000
December 31, 2009 24 6,514,798.97 8.1434987
June 30, 2010 25 0.00 0.0000000
December 31, 2010 26 6,514,798.97 8.1434987
June 30, 2011 27 0.00 0.0000000
December 31, 2011 28 6,514,798.97 8.1434987
June 30, 2012 29 0.00 0.0000000
December 31, 2012 30 6,496,702.30 8.1208779
June 30, 2013 31 3,257,399.48 4.0717494
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TOTALS 101,214,640.60 126.5183008
A-1
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<TABLE>
<CAPTION>
SCHEDULE B
Principal Interest Total Principal
Amount Amount Debt Amount
Payment Date Due Due Service Outstanding
- ----------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
June 30, 1998 0.00 1,598,615.34 1,598,615.34 42,757,000.00
December 31, 1998 1,535,000.00 1,490,936.59 3,025,936.59 41,222,000.00
June 30, 1999 0.00 1,437,411.14 1,437,411.14 41,222,000.00
December 31, 1999 2,327,000.00 1,437,411.14 3,764,411.14 38,895,000.00
June 30, 2000 0.00 1,356,268.65 1,356,268.65 38,895,000.00
December 31, 2000 2,429,000.00 1,356,268.65 3,785,268.65 36,466,000.00
June 30, 2001 0.00 1,271,569.42 1,271,569.42 36,466,000.00
December 31, 2001 2,539,000.00 1,271,569.42 3,810,569.42 33,927,000.00
June 30, 2002 0.00 1,183,034.49 1,183,034.49 33,927,000.00
December 31, 2002 4,102,000.00 1,183,034.49 5,285,034.49 29,825,000.00
June 30, 2003 0.00 1,039,997.75 1,039,997.75 29,825,000.00
December 31, 2003 4,435,000.00 1,039,997.75 5,474,997.75 25,390,000.00
June 30, 2004 0.00 885,349.30 885,349.30 25,390,000.00
December 31, 2004 4,745,000.00 885,349.30 5,630,349.30 20,645,000.00
June 30, 2005 0.00 719,891.15 719,891.15 20,645,000.00
December 31, 2005 5,076,000.00 719,891.15 5,795,891.15 15,569,000.00
June 30, 2006 0.00 542,891.03 542,891.03 15,569,000.00
December 31, 2006 5,396,000.00 542,891.03 5,938,891.03 10,173,000.00
June 30, 2007 6,027,000.00 354,732.51 6,381,732.51 4,146,000.00
December 31, 2007 0.00 144,571.02 144,571.02 4,146,000.00
June 30, 2008 4,146,000.00 144,571.02 4,290,571.02 0.00
------------ ------------- -------------
TOTALS 42,757,000.00 20,606,252.34 63,363,252.34
</TABLE>
B-1
