SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, Inc.
GPU International, Inc.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
SEC File No. 70-7727 : Transactions
SEC File No. 70-8593 :
(Public Utility Holding Company Act :
of 1935) :
:
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, GPU, Inc. ("GPU") (formerly General Public
Utilities Corporation) and GPU International, Inc. ("GPU
International") (formerly Energy Initiatives, Inc.) hereby certify
pursuant to Rule 24 of the Rules and Regulations under the Public
Utility Holding Company Act of 1935 (the "Act"), that certain of
the transactions proposed in the Applications, as amended, filed
in SEC file No. 70-7727 and SEC File No. 70-8593, respectively,
have been carried out in accordance with the Commission's Orders
dated November 16, 1995, June 14, 1995, December 28, 1994,
September 12, 1994, December 18, 1992, and June 26, 1990 with
respect to the transactions proposed in the Application, as
amended, in SEC File No. 70-7727, and the Commission's Orders
dated July 6, 1995, January 19, 1996 and March 6, 1996 with
respect to the transactions proposed in the Application, as
amended, in SEC File No. 70-8593, as follows:
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The following is reported in accordance with Supplemental
Order dated November 16, 1995 for SEC File No. 70-7727:
1. Financial Statements
A copy of GPU International's unaudited Consolidated
Balance Sheet as of September 30, 1996 and unaudited Consolidated
Statements of Operations for the three and nine month periods
ended September 30, 1996 will be filed separately under a request
for confidential treatment pursuant to Rule 104(b).
2. Business Activities
Project Development
GPU International announced plans to expand its efforts
to identify and develop sustainable energy projects in Latin
America by establishing a representative office in San Jose, Costa
Rica. Such projects will include the commercialization of
emerging technologies, the establishment and operation of rural
and remote electrification business, and the development of
projects qualified under the Joint Implementation mechanism
established through the Framework Convention on Climate Change.
GPU International, through its Technology Ventures
group, has been pursuing several projects in Costa Rica. Among
its activities are consulting services to Guanacaste Conservation
Area in the development of an Energy Master Plan and consulting
services to a national power and light company with respect to the
development and implementation of a pilot program for electric
vehicles in Costa Rica.
In May 1996, GPU International completed a $150 million
financing for the construction of a 300 megawatt ( MW ) gas-fired
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cogeneration facility with energy and capacity to be sold to
Georgia Power Company. Construction of the facility which will be
located in Houston County, Georgia, began in September 1996 and
commercial operation is scheduled for February 1998.
GPU International continued preliminary project
development of a proposed approximately 236 MW gas-fired
cogeneration facility with energy and capacity to be sold to
Wisconsin Public Service Company.
GPU International also continued to engage in other
project development activities both domestically and
internationally (including in Europe, Asia, Philippines, and South
America).
Project Related Services
GPU International continued to provide management,
administrative and/or operating services to the following projects
(either directly or through subsidiaries), in which GPU
International has a direct or indirect ownership interest:
Project Project Owner Location
Marcal Prime Energy L.P. NJ
Berkeley OLS Acquisition Corp. CA
Chino OLS Acquisition Corp. CA
Camarillo OLS Acquisition Corp. CA
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Syracuse Project Orange Associates L.P. NY
Ada Ada Cogeneration L.P. MI
Brooklyn Brooklyn Energy L.P. Canada
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3. Guarantees which GPU has Agreed to Grant
No matters to be reported.
4. Guarantees Issued
GPU International or GPU, for the benefit of GPU
International, has obtained the following standby letters of
credit which were effective during the period July 1, 1996 through
September 30, 1996:
(a) On February 26, 1996, a letter of credit in the
face amount of $30,000 was issued by Citibank
pursuant to its credit agreement with GPU
International ( Citibank Credit Agreement ) to
support a bid for a 500 MW coal-fired generating
plant in Punjab State, India. The letter of
credit carries a fee equal to 0.5 of 1 percent
per annum of the face amount, plus a .10 percent
fronting fee, and expires on May 26, 1997.
(b) On December 8, 1995, a letter of credit in the
face amount of $1,788,850 was issued by Citibank
pursuant to the Citibank Credit Agreement in
favor of Wisconsin Public Service Company to
support Polsky Energy Corporation's ( PEC )
commitment to construct a 236 MW cogeneration
facility pursuant to its Power Sales Agreement
with Wisconsin Public Service Company. GPU
International is the joint developer, along with
PEC, of this facility. The letter of credit
carries a fee equal to 0.5 of 1 percent per annum
of the face amount, plus a .10 percent fronting
fee, and expires on December 8, 1996.
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(c) On July 1, 1995, a letter of credit in the face
amount of $1.5 million was issued by United
Jersey Bank in favor of PEC to guarantee GPU
International's 1996 equity obligation pursuant
to its stock purchase agreement with PEC. GPU
entered into the related reimbursement agreement.
The letter of credit which expired on July 1,
1996, carried a fee equal to 0.5 of 1 percent per
annum of the face amount.
(d) On June 16, 1994, a letter of credit in the face
amount of $5 million was issued by Chase
Manhattan Bank in favor of Mellon Bank to support
debt service coverage on the Onondaga Project.
The letter of credit carries a fee equal to 0.7
of 1 percent per annum of the face amount, and
expires on June 16, 1997. GPU entered into the
related reimbursement agreement.
(e) On March 11, 1994, a letter of credit in the face
amount of $9.7 million was issued by Canadian
Imperial Bank of Commerce, in favor of The Mutual
Life Assurance Company of Canada to support GPU
International's equity commitment to Brooklyn
Energy Limited Partnership, an exempt wholesale
generator ( EWG ). The letter of credit carries
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a fee equal to 0.625 of 1 percent per annum of
the face amount, and expires on December 11,
1996. GPU entered into the related reimbursement
agreement.
In addition, the following guarantees were outstanding
during the period July 1, 1996 through September 30, 1996:
(a) As of October 18, 1995, a guarantee of amounts up
to $122,750,000 was made by GPU for the benefit
of the Bankers Trust Company as collateral agent
on behalf of the Equity Bridge Lenders and the
Secured Parties in connection with the
Barranquilla, Colombia acquisition.
(b) GPU International has guaranteed the obligations
of GPU Power, Inc. ("GPU Power") (formerly EI
Power, Inc.), GPU International Latin America,
Ltda. (formerly EI Services Colombia, Ltda.) and
International Power Advisors, Inc. (the
Operators), under the operations and maintenance
agreement in the Colombia project. Pursuant to
the guarantee, GPU International has guaranteed
the performance of the Operators, of which the
limit of liability is $5 million.
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(c) GPU has guaranteed payments to General Electric
Capital Corporation of amounts up to the lesser
of six months average rent (approximately
$7,026,000) or $10 million, to the extent Lake
Cogen, Ltd. fails to pay rent when due under the
terms of the project lease or chooses not to
renew the lease after its initial 11-year term.
In addition, GPU has guaranteed to pay any
documentary stamp taxes and intangible personal
property taxes should these taxes become due and
payable in connection with the lease.
(d) GPU International has guaranteed the obligations
of its wholly owned subsidiary, EI Fuels
Corporation ("EI Fuels"), under the Natural Gas
Facilities Agreement ("Facilities Agreement"),
dated as of November 30, 1995. Pursuant to the
guarantee, GPU International has guaranteed the
payments of EI Fuels to the City of Warner Robins
(the City ) for (a) Fixed Monthly Lease Charge
(as defined in the Facilities Agreement) and (b)
any and all extensions, renewals, modifications,
amendments or substitutions of the foregoing.
The Fixed Monthly Lease Charge is $24,000,
payable commencing on the in service date,
subject to reduction in certain circumstances,
for a term of 31 years.
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(e) GPU has guaranteed up to $32 million for the
purpose of funding, on an interim basis, the
equity investment in Mid-Georgia Cogen L.P.,
which will be used to finance the construction of
the facility. GPU has also guaranteed up to an
additional $9 million in letter of credit
obligations on behalf of Mid-Georgia.
5. Services obtained from associated companies
Services obtained from GPU Service, Inc. (formerly GPU
Service Corporation) consisted of (i) administrative, internal
auditing, accounting and risk management services; (ii)
information services and telecommunications services, and (iii)
pension administration services. The total dollar value of such
services provided during the period July 1, 1996 through September
30, 1996 was $136,678.
6. Services provided to associated companies
A description of services provided by GPU International
to associate companies during the period July 1, 1996 through
September 30, 1996 will be filed separately under a request for
confidential treatment under Rule 104(b).
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7. Investments by GPU in Qualifying Facilities, Exempt
Wholesale Generators and Foreign Utility Companies, Percentage of
Equity Ownership
Set forth below is a summary of the direct or indirect
investments by GPU, as of September 30, 1996 in QFs, EWGs and
FUCOs, as well as the percentage of equity ownership.
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Book Value
FUCO, of GPU GPU's% Owners not affiliated
QF Investment Equity with GPU
Associate or at 9/30/96 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
Prime
Energy, LP QF $ 5,894 50% Prudential Domestic
Insurance Co.
of America
OLS Power, LP QF - 1% Prudential Domestic
Insurance
Co. of America
Enron Power
Mkting, Inc. Domestic
Onondaga QF 18,880 50% New York Domestic
Cogen, LP Cogenco, Inc.
Lake Cogen, LP QF 2,694 49.9% Lake Interest Domestic
Holding, Inc.
Project Orange QF 133 4% G.A.S. Orange Domestic
Assoc., LP Partners, LP "
NCP Syracuse "
Inc. "
Syracuse
Investment Inc.
Stewart & "
Stevenson
Operations, Inc.
Met Life "
Capital Corp.
Ada Cogen QF 13 1% Cogen Develop- Domestic
eration, ment Co.
LP (1) Coenergy
Ventures, Inc. "
Pasco Cogen, QF 15,483 50% PAS Power Co. Domestic
Ltd. Pasco Int.
Holding, Inc. "
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FPB Cogener- QF - 30% FPB Cogen, Domestic
ation Partners, Inc.
LP FPB California "
Cogeneration
Corp.
Selkirk Cogen EWG & 15,549 19% JMC Selkirk, Domestic
Partners, LP QF Inc.
Cogen Techno- "
logies
Selkirk GP, Inc.
Cogen Techno- "
logies
Selkirk, LP
JMCS I Investors, "
LP
Empresa EWG 49,220 50% Cititrust Foreign
Guaracachi S.A. (Bahamas)
Limited
Guaracachi EWG 34,179* 100% Not Applicable N/A
America, Inc.
GPU Power, EWG 32,676* 100% Not Applicable N/A
Inc.
EI Interna- EWG (33) 100% Not Applicable N/A
tional
GPU Interna- EWG $ (28)* 100% Not Applicable N/A
tional
Latin America,
Ltd.
Solaris Power FUCO 122,278 50% Australian Gas Foreign
Light, Co.
Victoria FUCO 120,848* 100% Not Applicable N/A
Electric Inc.
Midlands FUCO 532,405 50% Cinergy Corp. Domestic
Electricity
plc
Termobarr- EWG (491) 29% ABB Energy Foreign
anquilla S.A. Ventures, Inc.
Distral S.A. "
Corporacion "
Electrica de la
Costa Atlantica
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EI Barran- EWG (636)* 100% Not Applicable N/A
quilla, Inc.
Barranquilla EWG 24 100% Not Applicable N/A
Lease Hold-
ings, Inc.
Los Amigos EWG 22* 100% Not Applicable N/A
Leasing
Company, Ltd.
EI Services EWG 58 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (271)* 100% Not Applicable N/A
Holdings, Ltd.
EI Brooklyn EWG (337)* 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG (336)* 100% Not Applicable N/A
Power, Ltd.
Brooklyn EWG (342) 75% Polsky Energy Foreign
Energy, LP Corp. of
Brooklyn
______ Brooklyn CoGen Foreign
Limited
GPU's Aggregate
Investment* $761,745
(*) GPU's aggregate investment does not include the
items shown with asterisks.
(1) GPU International sold its 1 percent general
partnership interest in Ada Cogeneration, L.P. on
November 1, 1996.
As of September 30, 1996, GPU also owned, directly or
indirectly, interests in the following EWGs, in which its
aggregate investment did not exceed $10,000: International Power
Advisors, Inc.; Austin Cogeneration Corporation; Austin
Cogeneration Partners, L.P.; Hanover Energy Corporation; EI Power
(China), Inc.; China Power Partners, L.P.; EI Power (China)I,
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Inc.; Ming Jiang Power Partners, L.P.; EI Power (China)II, Inc.;
Nanjing Power Partners, L.P.; EI Power (China) III, Inc.; and
Zhuang He Power Partners, L.P. GPU owns a 50% interest in China
Power Partners, L.P., Ming Jiang Power Partners, L.P., Nanjing
Power Partners, L.P., and Zhuang He Power Partners, L.P. The
remaining interests are owned by Intesol International, Ltd., a
Hawaii corporation. GPU owns a 100% interest in each of the other
EWGs.
8. During the period July 1, 1996 through September 30, 1996
there was no intellectual property provided to GPU International
by any associate company, or provided by GPU International to any
associate company.
_______________________________________
In accordance with Orders dated July 6, 1995 and March 6, 1996
in SEC File No. 70-8593, and in addition to the reimbursement
agreements described in item 4 above, the following is reported:
1. Financial Statements
A copy of GPU Electric Inc.'s ( GPU Electric ) unaudited
Consolidated Balance Sheet as of September 30, 1996 and unaudited
Consolidated Statements of Operations for the three and nine month
periods ended September 30, 1996 will be filed separately under a
request for confidential treatment pursuant to Rule 104(b).
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2. Investments in Exempt Entities
In connection with the acquisition of Midlands Electricity
plc ( Midlands ) discussed in Item 3 below, EI UK Holdings, Inc.
( EI UK ) entered into a term loan agreement (the "Term Loan")
dated as of May 6, 1996, with a syndicate of banks, the Chase
Manhattan Bank, N.A., as administrative agent, Citibank, N.A., as
syndication agent, Citicorp Securities, Inc. and Chase Securities
Inc., as arrangers. The Term Loan provides, among other things,
for EI UK borrowings from time to time of up to pounds sterling
350 million, or approximately U.S. $548 million, through a GPU
guaranteed five-year bank term loan facility terminating on May 6,
2001.
The borrowing interest rate is based on the LIBO rate plus
an applicable margin as defined in the Term Loan corresponding to
the debt ratings of GPU. As of September 30, 1996, EI UK had
aggregate borrowings of pounds sterling 337 million, or
approximately U.S. $527.4 million, outstanding under the Term
Loan. EI UK invested such funds in Midlands through Avon Energy
Partners Holdings ( Holdings ). The borrowings bear interest at
6.3375 percent per annum, which was based on the LIBO rate at
September 5, 1996, plus a .525 percent margin.
On November 22, 1995, GPU acquired all of the capital stock
of GPU Electric and made capital contributions of $48 million. The
capital contributions were used by GPU Electric to acquire Solaris
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Power ( Solaris ) (through Victoria Electric, Inc.). During August
1996, Victoria Electric Holdings, Inc., a wholly owned subsidiary
of GPU Electric, was established to hold the investment in
Victoria Electric, Inc.
On November 20, 1995, GPU Electric entered into a credit
agreement, dated as of November 20, 1995, (the "Credit
Agreement"), with Citibank Limited as the Participant and
Arranger, for which Citisecurities Limited is the Agent. The
Credit Agreement provides, among other things, for revolving
credit borrowings by GPU Electric from time to time through
November 20, 1998, subject to extensions for two years at the sole
discretion of the Participant, in amounts not to exceed an
aggregate of Australian $95 million outstanding at any one time.
In August 1996, the Credit Agreement was transferred to Victoria
Electric Holdings, Inc. Borrowings are guaranteed by GPU. The
proceeds of such borrowings were used to fund, in part, GPU s
investment in Solaris.
Notes issued under the Credit Agreement bear interest at
the Bill Discount Rate which is equal to the mean "bid rate"
quoted on the page entitled "BBSY" on the Reuters Monitor System
at or about 10:00am (Sydney time) on the Funding Date.
On May 21, 1996, GPU Electric made a principal payment of
Australian $1.4 million, or approximately U.S. $1.1 million,
under the Credit Agreement. At September 30, 1996, the remaining
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outstanding balance of the borrowing amounted to Australian $90.1
million, or approximately U.S. $71.3 million.
Other investments in exempt entities are described in item
4 above under 70-7727.
3. Description of Exempt Entities in Which There are Funds
Invested
Selkirk Cogen Partners, L.P. ( Selkirk )
Selkirk owns and operates two natural gas-fired combined-
cycle cogeneration facilities located in Bethlehem, New York. The
facilities are 79.9 and 265 megawatts (MW) each with a combined
average net capacity of 344.9 MW producing steam and electricity.
Brooklyn Energy, L.P. ( Brooklyn )
GPU International has agreed to contribute Canadian dollars
12.44 million, or approximately U.S. $9.1 million, in equity and
an additional Canadian dollars 1 million, or approximately U.S.
$0.7 million, in subordinated debt to Brooklyn, which owns a 24 MW
wood and oil-fired cogeneration facility located in Brooklyn, Nova
Scotia, Canada. Commercial operation of the facility commenced on
April 1, 1996.
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Empresa Guaracachi, S.A.
In July 1995, GPU Power, through Guaracachi America, Inc.,
acquired from the Bolivian Government a 50% interest in Empresa
Guaracachi, S.A., an electric generating company having an
aggregate capacity of 216 MW of natural gas-fired and oil-fired
generation for approximately $47 million. The facilities are
located in Bolivia in and around the cities of Santa Cruz, Sucre
and Potosi with their total capacity representing one-third of
Bolivia's generation capacity. GPU Power's investment of $47
million will be used over the next seven years to expand the
generating facilities to meet Bolivia's growing demand.
Solaris Power ( Solaris )
In November 1995, GPU Electric, through Victoria Electric,
Inc., together with the Australian Gas Light Company, acquired
Solaris for a total purchase price of approximately $712 million,
of which GPU Electric's 50% share is $356 million. GPU Electric
has made an equity investment in Solaris of approximately $112
million; the balance of the purchase price was provided through
non-recourse borrowings by Solaris from an Australian bank
syndicate. Solaris, which provides electric service to more than
230,000 customers in and around Melbourne, Australia, was sold by
the government of Victoria through a competitive bid as part of
that state's privatization of the electric industry.
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Termobarranquilla, S.A.
In October 1995, GPU Power, through EI Barranquilla, Inc.,
completed the financing for and acquired a 29% interest in
Termobarranquilla, S.A., Empresa de Servicios Publicos ( TEBSA ),
a 240 MW gas-fired generating plant in Barranquilla, Colombia and
began the construction of a new 750 MW gas-fired plant adjacent to
the existing plant (the Barranquilla Project ). Electricity
generated by these plants will be sold to Corporacion Electrica de
la Costa Atlantica ( Corelca ) under a 20-year contract. Total
project costs, including the acquisition of the existing plant,
are approximately $750 million, of which GPU Power's equity
contribution is expected to be approximately $65 million.
Barranquilla Lease Holdings, Inc.
Barranquilla Lease Holdings, Inc., a subsidiary of GPU
Power, through its wholly-owned subsidiary Los Amigos Leasing
Company, Ltd. ( Leaseco ), has begun to procure equipment to be
used by and leased to TEBSA. Pursuant to a lease agreement,
Leaseco will deliver certain non-Colombian equipment related to
TEBSA, and TEBSA will make lease payments equal to the interest
and principal payments on senior bank debt and certain other
expenses incurred by Leaseco.
GPU International Australia Pty, Ltd. ( GPU International
Australia )
GPU International Australia, a subsidiary of GPU Electric,
provides operations and management services to Solaris.
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Midlands Electricity plc
In May, 1996, GPU and Cinergy Corporation ( Cinergy )
formed Avon Energy Partners plc ( Avon ), a wholly-owned
subsidiary of Holdings. Holdings is a 50/50 joint venture formed
to acquire Midlands, an English regional electric company ( REC ).
Avon has made a successful cash tender offer of approximately $2.6
billion for the outstanding shares of Midlands. GPU's 50 percent
interest in Holdings is held by EI UK, a wholly-owned subsidiary
of GPU Electric.
EI UK and Cinergy have each invested approximately $527.4
million in Holdings. EI UK has borrowed approximately $527.4
million through a GPU guaranteed five-year bank term loan facility
to fund its investment in Holdings. Holdings has borrowed
approximately $1.6 billion through a non-recourse term loan and
revolving credit facility to provide for the balance of the
acquisition price.
Midlands, one of 12 RECs in the United Kingdom, distributes
and supplies electricity to 2.2 million customers in England in an
area with a population of five million. Midlands also owns a
generation business that produces electricity domestically and
internationally and a gas supply company that provides natural gas
service to 8,000 customers in England.
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4. Services Obtained From Associated Companies
GPU Energy and GPU Service, Inc. provided consulting
services to GPU International Australia (formerly EI Australia
Services Pty, Ltd.) in the amount of $47,804 and $2,095,
respectively, for the three months ended September 30, 1996, in
support of the development and management of Solaris' operations.
GPU Service, Inc. provided consulting services to GPU Power
in the amount of $61,721 related to the oversight and management
of GPU Power's operations.
GPU Service, Inc. provided consulting services to GPU
Electric in the amount of $57,077 related to the oversight and
management of GPU Electric's operations.
5. Services Provided to Associated Companies
A description of services provided by GPU Electric to
associate companies during the period July 1, 1996 through
September 30, 1996 will be filed separately under a request for
confidential treatment under Rule 104(b).
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED
THIS CERTIFICATE TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
GPU, Inc.
By:
T. G. Howson,
Vice President and Treasurer
GPU International, Inc.
By:
B. L. Levy, President
Date: December 3, 1996
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