GPU INTERNATIONAL INC /DE/
POS AMC, EX-99.I, 2000-09-19
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                                                                       Exhibit I


SECURITIES AND EXCHANGE COMMISSION
(RELEASE NO. 35- -------); 70-7727


            GPU,  Inc.,  300 Madison  Avenue,  Morristown,  New Jersey 07960,  a
registered holding company,  and GPU  International,  Inc., One Upper Pond Road,
Parsippany,  New Jersey 07054, GPU's on-utility subsidiary,  have filed with the
Commission a  post-effective  amendment to their  Application on Form U-1 in SEC
File No.  70-7727  pursuant to Sections  6(a), 7, 9(a), 10, 12, 32 and 33 of the
Public  Utility  Holding  Company  Act of 1935  ("Act")  and Rules 45, 53 and 54
thereunder.

            By orders  dated  December 22, 1997 (HCAR No.  26802),  November 16,
1995 (HCAR No. 26409),  June 14, 1995 (HCAR No. 26307),  December 28, 1994 (HCAR
No.  26205),  September  12,  1994 (HCAR No.  26123) and June 26, 1990 (HCAR No.
25108) in SEC File No. 70-7727  (collectively,  the "Orders"),  the  Commission,
among  other  things,  authorized  GPU  International  to engage in  preliminary
project  development and  administrative  activities  ("Project  Activities") in
connection with its investment in (i) qualifying  facilities ("QFs"), as defined
in the Public Utility Regulatory  Policies Act of 1978, as amended;  (ii) exempt
wholesale  generators  (EWGs"),  as defined in Section 32 of the Act;  and (iii)
foreign utility companies ("FUCOs"), as defined in Section 33 of the Act.

            The Orders also  authorized  GPU from time to time through  December
31,  2000 to,  among other  things,  (i) enter into  Guarantees(1)  to secure or
support  GPU  International's  agreement  with any  person  (including,  without
limitation,  project  lenders) in  connection  with Project  Activities  and the
acquisition of ownership or participation interests in QF, EWG or FUCO projects,
including guarantees of any security or other obligation of GPU International or
a subsidiary of GPU International ("GPUI Subsidiary"), provided the issuance and
sale of any such  security is exempt from the  requirement  of prior  Commission
approval  under  Section  6(a) of the Act under  Rule 52, or has been  otherwise
authorized by the Commission; (ii) guarantee the securities or other obligations
of EWGs and FUCOs; and (iii) assume liabilities of EWGs and FUCOs. The aggregate
amount of  outstanding  face or principal  amount of Guarantee  obligations  and
liabilities  assumed  will not exceed  $500  million.  In  addition,  the Orders
authorized  GPU  International  from time to time  through  December 31, 2000 to
enter into Guarantees, and to assume the liabilities of EWGs and

-------------------
1       "Guarantees" include guarantees, support instruments and bank letters of
credit   reimbursement   agreements   or  similar   financial   instruments   or
undertakings.



<PAGE>


FUCOs,  in an  aggregate  amount of up to $150  million and  authorized  any GPU
Subsidiary  which is not an EWG or a FUCO to guarantee  the  securities or other
obligations of their direct or indirect  subsidiaries  from time to time through
December  31,  2000 in an  aggregate  amount  not to exceed,  together  with the
aggregate amount of GPU International guarantees outstanding, $150 million.

            Applicants  now request that the authority  granted by the Orders be
extended until June 30, 2004. In all other respects, the transactions heretofore
authorized by the Commission in this docket would remain unchanged.

            The  Application,  as amended,  is available  for public  inspection
through the Commission's Office of Public Reference.  Interested persons wishing
to  comment  or  request a hearing  should  submit  their  views in  writing  by
----------------,  2000 to the Secretary,  Securities  and Exchange  Commission,
Washington,  D.C.  20549,  and  serve a copy  on the  applicant  at the  address
specified  above.  Proof of service (by affidavit,  or in case of an attorney at
law, by certificate) should be filed with the request. Any request for a hearing
shall  identify  specifically  the  issues of fact or law that are  disputed.  A
person who so requests  will be notified of any  hearing,  if ordered,  and will
receive a copy of any notice or order  issued in this  matter.  After said date,
the Application, as amended, may be granted.



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