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FORM U - 7D/A*
CERTIFICATE PURSUANT TO RULE 7(D)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
The undersigned certify that this certificate accurately
summarizes, as required in the instructions hereto, the information requested as
to the leases identified therein and the transactions for the financing thereof.
This is a summary of the Initial filing filed on or about October 7, 1975, as
amended to date.
1. Lessee public-utility company: Square Butte Electric Cooperative ("Square
Butte")
2. Date: September 26, 1975
2a. Date facility was placed in service: May 6, 1977
3. Regulatory authority which has acted on transaction:
Name: Rural Electrification Administration ("REA") of the United States
Department of Agriculture
Date of Order: REA has approved, for purposes of the Loan Agreement (the
"REA Loan Agreement") between REA and Square Butte dated as of April 1,
1974, Equipment Lease no. 1 and Equipment Lease No. 2 each dated as of
September 24, 1975 between Square Butte and First National Bank North
Dakota (successor to First National Bank in Grand Forks) and Richard W.
Cortright (successor to John B. Plum), as trustees (the "Leases").
4. Initial Terms of the Leases: Approximately thirty years from the date of
completion.
4a. Renewal options: Square Butte has the option of renewing each Lease at the
expiration of its initial term for a period equal to 1/4 of the remaining
economic life of the facility. If this option is exercised, further
options to renew the Leases will be made available to Square Butte for 1/3
of the remaining economic life, then one-half and lastly, the balance of
the economic life of the facility.
5. Brief description of facility: a 438,000 kilowatt steam electric
generating unit located at Center, north Dakota, including certain
transmission facilities consisting of two HVDC terminals (one located in
Center, North Dakota and the other in Arrowhead, Minnesota) and
approximately 450 miles of 250 KV transmission lines interconnecting the
two terminals.
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6. Manufacturer or Supplier: General Electric Corporation will construct the
two HVDC terminals. The Babcock & Wilcox Company will construct the boiler
for the generating unit. Engineering design and construction supervisory
services will be performed by Sanderson & Porter, Inc. Westinghouse
Electric Company will construct the turbine generator. Numerous other
contractors and subcontractors will be involved in the construction of the
facility.
7. Cost of Facility: approximately $293,000,000.
8. Basic Rent: approximately $740,000,000.
8a. Periodic Installments: 60 consecutive semi-annual installments each
expected to be in the amount of $12,333,000 commencing on June 29, 1978.
9. Holder of legal title to facility: Square Butte which has granted
to First National Bank North Dakota (successor to First National
Bank in Grand Forks) and Richard W. Cortright (successor to John B. Plum),
as trustees, under a Personal Property Lease and a Real Property Lease, a
50 year leasehold estate in the personal property elements and the real
property elements, respectively, of the facility for a rental of $1.00
per annum and an option to purchase all or part of the facility for $1.00
at any time during the period commencing on the termination of the Leases
and ending on the expiration of said Personal Property Lease and Real
Property Lease. Square Butte has also granted to Oliver County, North
Dakota an approximately 30 year leasehold estate in certain of the
anti-pollution equipment required for the operation of the Facility and
Oliver County has in turn subleased said equipment for a like period to
Square Butte which has in turn sub-subleased said equipment to the
aforesaid trustees under the Personal Property Lease.
Address of Square Butte:
1822 Mill Road
Grand Forks, ND 58203
Address of First National Bank North Dakota
Trust and Asset Management
2401 Demers Avenue
Grand Forks, ND 58201
Address of Richard W. Cortright
The Chase Manhattan Bank
1 Chase Manhattan Plaza
New York, NY 10081
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10. Holders of beneficial interests:
<TABLE>
<CAPTION>
Estimated
Name and Address Amount to be Invested Percent of Equity
---------------- --------------------- -----------------
<S> <C> <C>
Chase Leasing of Texas, Inc. up to $40,120,000 34%
(transferee of Manufacturers Hanover
Leasing International Corp.,
successor by merger to
Chase Manhattan Service Corporation)
c/o Texas Commerce bank
P.O. Box 2558, 11 TCBN
Houston, TX 77252
Chase Manhattan Realty up to $ 7,080,000 6%
Leasing Corporation
270 Park Avenue
New York, NY 10017
First Chicago Leasing Corporation up to $41,300,000 35%
One First National Plaza
Chicago, IL 60670
Texas Commerce Bank, up to $25,075,000 21.25%
National Association
(transferee of ChemLease Worldwide,
Inc.)
P.O. Box 2558, 11 TCBN
Houston, TX 77252
Chemical Business Credit up to $ 4,425,000 3.75%
Corporation
(transferee of ChemLease, Inc.)
270 Park Avenue
New York, NY 10017
</TABLE>
11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state:
Amount to be borrowed: up to $177,000,000
Interest Rate: 8-1/4% in respect of the first $126,500,000
borrowed; 11-3/4% in respect of the next
$35,100,000 borrowed to finance the Facility
(other than certain of the anti-pollution
equipment required for the operation
thereof); 5-3/4% in respect of approximately
$1,200,000 borrowed to finance certain of
said
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anti-pollution equipment; 6-1/4% in respect
of approximately $1,400,000 borrowed to
finance certain of said anti-pollution
equipment; 6-3/4% in respect of $2,000,000
borrowed to finance certain of said
anti-pollution equipment and 7% in respect of
$10,800,000 borrowed to finance certain of
said anti-pollution equipment.
Number of Lenders: 14 institutional lenders and the purchasers
of bonds issued by the County of Oliver,
North Dakota to finance certain of the
anti-pollution equipment required for the
operation of the Facility.
Terms of repayment: Amount - 60 semi-annual installments
each in the amount of
$8,558,000 commencing on the
first June 30, 1978.
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Dated Executed: October 1, 1997
Signature of Holder of Legal Title:
Square Butte Electric Corporation
By /s/ Dave Loer
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Name: Dave Loer
Title: General Manager
Signature of Holders of Beneficial Interest (the "Participants"):
Chase Leasing of Texas, Inc.
By /s/ John H. Bilello
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Name: John H. Bilello
Title: President
Chase Manhattan Realty Leasing Corporation
By /s/ John B. Evans
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Name: John B. Evans
Title: Vice President
First Chicago Leasing Corporation
By /s/ Naomi S. Zurek
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Name: Naomi S. Zurek
Title: Vice President
Chemical Business Credit Corporation
By /s/ Catherine M. Kachykalo
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Name: Catherine M. Kachykalo
Title: Vice President
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Texas Commerce Bank, National Association
By /s/ John H. Bilello
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Name: John H. Bilello
Title: President
Signature of Trustees for the Participants:
First National Bank North Dakota,
as Trustee
By /s/ Douglas C. Carpenter
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Name: Douglas C. Carpenter
Title: Vice President & Trust Officer
Richard W. Cortright, as Individual Trustee
By /s/ Richard W. Cortright
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