GPU INTERNATIONAL INC /DE/
35-CERT, 1998-07-14
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                                                            SEC File No. 70-8369







                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549








                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS







                             GPU INTERNATIONAL, INC.
                                    GPU, INC.





<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

- ----------------------------------
                                   :
        In the Matter of           :
                                   :
GPU INTERNATIONAL, INC.,           :
GPU, INC.,                         :       Certificate Pursuant
                                   :       to Rule 24 of Partial
        SEC File No. 70-8369       :       Completion of
(Public Utility Holding Company Act:       Transactions
  of 1935)                         :
- -----------------------------------:


TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

                  The undersigned,  GPU International,  Inc. (GPU International)
and GPU, Inc. (GPU), do hereby certify, pursuant to Rule 24 of the General Rules
and  Regulations  under the Public  Utility  Holding  Company Act of 1935,  that
certain of the transactions  proposed in the Application,  as amended,  filed in
SEC File No.  70-8369,  have been carried out in  accordance  with the terms and
conditions of, and for the purposes  requested in, said Application and pursuant
to the  Commission's  Order dated May 17, 1994,  and  Supplemental  Orders dated
December 1, 1994 and September  15, 1995,  with respect to said  Application  as
follows:
                  During the period April 1, 1998  through  June 30,  1998,  the
following  letters of credit and borrowings  were  outstanding  under the Credit
Agreement,  dated as of December  12,  1994 and amended on October 5, 1995,  and
further   modified  and   supplemented  as  of  December  1,  1997,   among  GPU
International, the banks named therein, and Citibank, N.A., as Agent.
                                       -2-


<PAGE>


         A.  Letters of Credit On February  26,  1996, a letter of credit in the
             -----------------
face  amount of  $30,000  was  issued 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 1/2 of 1  percent  per  annum of the face  amount,  plus a .10  percent
fronting fee. The letter of credit expired on June 30, 1998.
                  On February 25, 1998, a $5 million letter of credit was issued
in connection with the sale of a 50% limited partnership interest in Mid-Georgia
Cogen  L.P.(MGC).  The letter of credit  carries a fee equal to 1/2 of 1 percent
per annum of the face  amount,  plus a .10 percent  fronting  fee and expires on
December 31, 1999.  At closing,  the letter of credit was  delivered as security
for GPU International's indemnification of the buyer against any and all damages
which may be sustained out of any breach of representation,  warranty,  covenant
or agreement made or given by GPU International to the buyer.

         B.  Borrowings  On June 1,  1998,  a  borrowing  in the  amount of $3.5
             -----------
million  was  extended  to GPU  International  to fund a portion of its  capital
contribution to MGC (which was made through its wholly-owned  subsidiaries,  NCP
Houston Power,  Inc. and NCP Perry,  Inc.).  This borrowing bore interest at 8.5
percent,  which was based on LIBOR plus 50 basis points,  and matured on June 4,
1998.  On that date, a borrowing in the same amount ($3.5  million) was extended
to GPU  International  and was used for the same purpose.  The  borrowing  bears
interest at 6.156
                                       -3-


<PAGE>


percent,  which is based on the LIBOR plus 50 basis points,  and is scheduled to
mature on July 6, 1998.
     On June 12, 1998, a borrowing in the amount of $4.0 million was extended to
GPU  International  to fund a portion of its  investment  in Ballard  Generation
Systems.  The borrowing  bears interest at 6.156 percent,  which is based on the
LIBOR plus 50 basis points, is scheduled to mature on July 13, 1998.



















                                       -4-


<PAGE>


                                    SIGNATURE
                                    ---------

         PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935,  THE  UNDERSIGNED  COMPANIES HAVE CAUSED THIS STATEMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
                                                     GPU INTERNATIONAL, INC.


                                                 By:/s/ B. L. Levy
                                                    ---------------------
                                                    B. L. Levy, President



                                                 GPU, INC.


                                                 By:/s/ T. G. Howson
                                                    ----------------------------
                                                    T. G. Howson, Vice President
                                                    and Treasurer



Dated: July 14, 1998





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