SHELL OIL CO
U-7D, 1995-01-25
PETROLEUM REFINING
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<PAGE>   1

                                   FORM U-7D

                       CERTIFICATE PURSUANT TO RULE 7(d)
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
              [As adopted in Release No. 35-18000, May 31, 1973]

                                                             Series A Amendment

                       (Please delete inapplicable word)

         The undersigned certify that this certificate accurately summarizes,
as required in the instructions hereto, the information requested as to the
lease identified herein and the transactions for the financing thereof.

         1.      Lessee public - utility company Deseret Generation &
                 Transmission Co-operative

                 Address - 8722 South 300 West, Sandy, Utah 84070

         2.      Date - January 25, 1995

         2a.     Date facility placed in Service - December 23, 1985

         3.      Regulatory authority which has acted on transaction:

                 Name                                       Date of Order
                 ----                                       -------------
                 Utah Public Service Commission             November 13, 1985
                 Rural Electrification Administration       December 26, 1985
                                                              and March 13, 1986

         4.      Initial term of lease - 25 years from 12/30/85 through 1/2/11.

         4a.     Renewal options - see Rider A to original filing.

         5.      Brief description of facility - see Rider B to original filing.

         6.      Manufacturer or supplier - see Rider C to original filing.

         7.      Cost of facility - see Rider D to original filing.

         8.      Basic rent Initial term - see Rider 1 to Amendment to original
                 filing, dated March 26, 1986 (the "Amendment").

         8a.     Periodic installment Amount - see Rider 1 to the Amendment.
                 Period - see Rider 1 to the Amendment.

         9.      Holder of legal title to facility - United States Trust
                 Company of New York, as trustee under a Trust Amendment
                 (Series A) dated as of December 27, 1985.

                 Address - 44 Wall Street, New York, New York 10005

         10.     Holders of beneficial interests:

                 Name and address            Amount invested   Percent of equity
                 ----------------            ---------------   -----------------
                 Power Limited Partnership   see Rider 2 to           100%
                 One Shell Plaza             the Amendment
                 Houston, Texas 77252

         11.     If part or all of the financing is supplied by loan on which
                 only principal and interest is payable, state:

                 Amount borrowed - see Rider 3 to the Amendment        

                 Interest Rate - see Rider 3 to the Amendment

                 Number of Lenders - One 

                 Terms of repayment: Amount - see Rider 3 to the Amendment
                                     Period - see Rider 3 to the Amendment

                 Date Executed - January 24, 1995

                 Signature of Holder of legal title 

                            LOUIS P. YOUNG 
                         as Vice President of 
                         United States Trust
                         Company of New York

                 Signature of Holders of beneficial interests shall be annexed
                 and incorporated herein.






<PAGE>   2
                 Signature of Holder of Beneficial Interest:

                 POWER LIMITED PARTNERSHIP



                 By: Shell Oil Company
                     General Partner

                     By: M.S GERBER
                         M. S. Gerber
                         Treasurer





<PAGE>   3
                                   FORM U-7D

                       CERTIFICATE PURSUANT TO RULE 7(d)
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
              [As adopted in Release No. 35-18000, May 31, 1973]

                                                             Series B Amendment

                       (Please delete inapplicable word)

         The undersigned certify that this certificate accurately summarizes,
as required in the instructions hereto, the information requested as to the
lease identified herein and the transactions for the financing thereof.

         1.      Lessee public - utility company Deseret Generation &
                 Transmission Co-operative

                 Address - 8722 South 300 West, Sandy, Utah 84070

         2.      Date - January 25, 1995

         2a.     Date facility placed in Service - December 23, 1985

         3.      Regulatory authority which has acted on transaction:

                 Name                                       Date of Order
                 ----                                       -------------
                 Utah Public Service Commission             November 13, 1985
                 Rural Electrification Administration       December 26, 1985
                                                              and March 13, 1986

         4.      Initial term of lease - 25 years from 12/30/85 through 1/2/11.

         4a.     Renewal options - see Rider A to original filing.

         5.      Brief description of facility - see Rider B to original filing.

         6.      Manufacturer or supplier - see Rider C to original filing.

         7.      Cost of facility - see Rider D to original filing.

         8.      Basic rent Initial term - see Rider 1 to Amendment to original
                 filing, dated March 26, 1986 (the "Amendment").

         8a.     Periodic installment Amount - see Rider 1 to the Amendment.
                 Period - see Rider 1 to the Amendment.

         9.      Holder of legal title to facility - United States Trust
                 Company of New York, as trustee under a Trust Amendment
                 (Series B) dated as of December 27, 1985.

                 Address - 44 Wall Street, New York, New York 10005

         10.     Holders of beneficial interests:

                 Name and address            Amount invested   Percent of equity
                 ----------------            ---------------   -----------------
                 Power Limited Partnership   see Rider 2 to           100%
                 One Shell Plaza             the Amendment
                 Houston, Texas 77252

         11.     If part or all of the financing is supplied by loan on which
                 only principal and interest is payable, state:

                 Amount borrowed - see Rider 3 to the Amendment    

                 Interest Rate - see Rider 3 to the Amendment   

                 Number of Lenders - One 


                 Terms of repayment: Amount - see Rider 3 to the Amendment
                                     Period - see Rider 3 to the Amendment

                 Date Executed - January 24, 1995

                 Signature of Holder of legal title 

                            LOUIS P. YOUNG
                         as Vice President of 
                         United States Trust
                         Company of New York
                           
                 Signature of Holders of beneficial interests shall be annexed
                 and incorporated herein.





<PAGE>   4
                 Signature of Holder of Beneficial Interest:

                 POWER LIMITED PARTNERSHIP



                 By: Shell Oil Company
                     General Partner

                     By: M.S. GERBER
                         M. S. Gerber
                         Treasurer






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