<PAGE>
FORM U-7D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
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. 3,
dated December 30, 1985, as amended and supplemented,
with Chrysler Capital Corporation
(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. 3,
dated December 30, 1985, as amended and supplemented,
with Chrysler Capital Corporation
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. 3, dated
December 30, 1985, as amended and
supplemented, with Chrysler Capital
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.
CHRYSLER CAPITAL CORPORATION
By: /s/ Richard G. Neptune
---------------------------------
Name: Richard G. Neptune
Title: Vice President
Attest: [Seal]
By: /s/ Richard M. Cozart
----------------------------
Name: Richard M. Cozart
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 $98,699,188.41.
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. 3, 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. 3, in and to the Facility (as described in Item 5) and under the
Lease Agreement No. 3, 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. 3,
dated December 30, 1985, as amended and supplemented,
with Chrysler Capital Corporation
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
$43,237,000.00, 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 31st and June 30th of each year through and
including June 30, 2009.
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
RENT PERCENTAGE OF
PAYMENT DATE RENT NUMBER RENT AMOUNT FACILITY COST
- ----------------------- --------------- -------------- ------------
<S> <C> <C> <C>
June 30, 1998........... 1 3,405,854.35 4.3946508
December 31, 1998....... 2 3,182,392.80 4.1063133
June 30, 1999........... 3 2,105,745.47 2.7170909
December 31, 1999....... 4 4,247,424.83 5.4805482
June 30, 2000........... 5 2,055,100.66 2.6517428
December 31, 2000....... 6 4,298,071.56 5.5458988
June 30, 2001........... 7 2,004,109.07 2.5859472
December 31, 2001....... 8 4,349,075.47 5.6117103
June 30, 2002........... 9 1,950,901.33 2.5172920
December 31, 2002....... 10 4,405,986.92 5.6851444
June 30, 2003........... 11 1,231,024.19 1.5884183
December 31, 2003....... 12 5,123,067.42 6.6104096
June 30, 2004........... 13 1,014,542.65 1.3090873
December 31, 2004....... 14 5,339,183.94 6.8892696
June 30, 2005........... 15 863,764.77 1.1145352
December 31, 2005....... 16 5,489,764.77 7.0835674
June 30, 2006........... 17 748,456.15 0.9657499
December 31, 2006....... 18 5,575,191.46 7.1937954
June 30, 2007........... 19 6,011,895.75 7.7572848
December 31, 2007....... 20 339,777.20 0.4384222
June 30, 2008........... 21 6,230,733.28 8.0397075
December 31, 2008....... 22 134,579.10 0.1736505
June 30, 2009........... 23 3,987,354.11 5.1449730
December 31, 2009....... 24 2,387,686.79 3.0808862
June 30, 2010........... 25 0.00 0.0000000
December 31, 2010....... 26 6,352,888.94 8.1972761
June 30, 2011........... 27 0.00 0.0000000
December 31, 2011....... 28 6,352,888.94 8.1972761
June 30, 2012........... 29 0.00 0.0000000
December 31, 2012....... 30 6,335,242.02 8.1745058
June 30, 2013........... 31 3,176.444.47 4.0986380
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TOTALS.................. 98,699,188.41 127.3537915
</TABLE>
A-1
<PAGE>
SCHEDULE B
<TABLE>
<CAPTION>
PRINCIPAL INTEREST TOTAL PRINCIPAL
AMOUNT AMOUNT DEBT AMOUNT
PAYMENT DATE DUE DUE SERVICE OUTSTANDING
- ---------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
June 30, 1998......... 0.00 1,616,561.77 1,616,561.77 43,237,000.00
December 31, 1998..... 549,000.00 1,507,674.19 2,056,674.19 42,688,000.00
June 30, 1999......... 0.00 1,488,530.56 1,488,530.56 42,688,000.00
December 31, 1999..... 2,250,000.00 1,488,530.56 3,738,530.56 40,438,000.00
June 30, 2000......... 0.00 1,410,073.06 1,410,073.06 40,438,000.00
December 31, 2000..... 2,355,000.00 1,410,073.06 3,765,073.06 38,083,000.00
June 30, 2001......... 0.00 1,327,954.21 1,327,954.21 38,083,000.00
December 31, 2001..... 2,463,000.00 1,327,954.21 3,790,954.21 35,620,000.00
June 30, 2002......... 0.00 1,242,069.40 1,242,069.40 35,620,000.00
December 31, 2002..... 2,579,000.00 1,242,069.40 3,821,069.40 33,041,000.00
June 30, 2003......... 0.00 1,152,139.67 1,152,139.67 33,041,000.00
December 31, 2003..... 3,946,000.00 1,152,139.67 5,098,139.67 29,095,000.00
June 30, 2004......... 0.00 1,014,542.65 1,014,542.65 29,095,000.00
December 31, 2004..... 4,324,000.00 1,014,542.65 5,338,542.65 24,771,000.00
June 30, 2005......... 0.00 863,764.77 863,764.77 24,771,000.00
December 31, 2005..... 4,626,000.00 863,764.77 5,489,764.77 20,145,000.00
June 30, 2006......... 46,000.00 702,456.15 748,456.15 20,099,000.00
December 31, 2006..... 4,874,000.00 700,852.13 5,574,852.13 15,225,000.00
June 30, 2007......... 5,481,000.00 530,895.75 6,011,895.75 9,744,000.00
December 31, 2007..... 0.00 339,773.28 339,773.28 9,744,000.00
June 30, 2008......... 5,891,000.00 339,773.28 6,230,773.28 3,853,000.00
December 31, 2008..... 0.00 134,354.11 134,354.11 3,853,000.00
June 30, 2009......... 3,853,000.00 134,354.11 3,987,354.11 0.00
------------- ------------- -------------
TOTALS................ 43,237,000.00 23,004,843.41 66,241,843.41
</TABLE>
B-1
