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FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment
The Undersigned certifies that this certificate accurately
summarizes, as required in the instructions hereto, the
information requested as to the contracts identified herein and
the transactions for the financing thereof.
1. User-public utility company: South Carolina Electric
& Gas Company ("SCE&G"), a wholly owned subsidiary of SCANA
Corporation ("SCANA").
Address: 1426 Main Street, Columbia, South Carolina
29218.
2. Date: April 6, 1995.
2a. Expected date facility will be placed in service:
The facility is to be used at SCE&G's V. C. Summer Nuclear
Station, Parr Shoals, Fairfield County, South Carolina, which has
been completed and is presently operating under a full power
license.
3. Regulatory authority which has acted on transactions:
Name: The Public Service Commission of South Carolina.
Date of Order: September 21, 1979, as supplemented September 25,
1984, November 24, 1993 and December 21, 1994.
4. Initial term of fuel contract: The fuel contract,
dated as of October 11, 1979, as amended November 17, 1982,
September 26, 1984, July 27, 1989, November 30, 1993 and April 6,
1995 between SCE&G and another wholly-owned subsidiary of SCANA,
South Carolina Fuel Company, Inc. (the "Fuel Company"), pursuant
to which the Fuel Company owns and finances certain Nuclear Fuel
(as hereinafter defined) and to which SCE&G will make payment
therefor as such Nuclear Fuel is used by SCE&G (such contract
being referred to herein as the "Fuel Contract"), does not have a
fixed term, but is terminable upon notice by either party or upon
the happening of certain contingencies specified therein.
4a. Renewal options: No renewal options are provided in
the Fuel Contract.
5. Brief description of facility: The subject matter of
the Fuel Contract is any Nuclear Fuel, to the extent of the Fuel
Company's interest therein, with respect to which the Fuel
Company has made or is to make payments or with respect to which
SCE&G has made or is to make certain payments for the account of
the Fuel Company, as contemplated by the Fuel Contract. "Nuclear
Fuel" is defined in the Fuel Contract as, and herein means, any
source material or special nuclear material (as defined in the
Atomic Energy Act and regulations thereunder) and any assemblies containing
such material. Such subject matter, to the extent in existence at April 6,
1995, consisted of a two-thirds undivided
interest in an approximate inventory of 339,000 pounds of uranium
in the form of U308, the contract obligation to purchase
approximately 1,145,000 pounds of uranium in the form of U308, an
approximate inventory of 3,100 kilograms of uranium in the form
of UF6, an inventory of 157 fuel assemblies of fabricated
uranium, and the contract obligation to purchase approximately
660 additional fuel assemblies.
6. Manufacturer or supplier: Nuclear Fuel subject to
the Fuel Contract and in existence at April 6, 1995, has been or
is to be supplied by Power Resources, Inc., Energy Resources of
Australia Ltd., and NUEXCO Trading Corporation, converted by
ConverDyn, enriched by the United States Enrichment Corporation,
and fabricated into fuel assemblies by Westinghouse Electric
Corporation. Contractual obligations from these manufacturers
and suppliers vary from the present time to the year 2009 for
varying portions of the Nuclear Fuel requirements. The identity of
other manufacturers and suppliers of any Nuclear Fuel which
may become subject to the Fuel Contract in the future will depend
upon future contractual arrangements which will be negotiated on the
basis of prevailing market conditions.
7. Cost of facility: The cost of Nuclear Fuel subject
to the Fuel Contract and in existence at April 6, 1995, was
$39,084,854.27. The cost of Nuclear Fuel becoming subject to the
Fuel Contract after such date will depend on future contractual
arrangements and market conditions and is not currently
determinable.
8. Basic payments: Pertinent extracts from the Fuel
Contract are attached as Annex A.
8a. Periodic installment: See Annex A.
9. Holder of legal title to facility: South Carolina
Fuel Company, Inc..
1 Pursuant to a Security Agreement, dated as of October 11,
1979, as amended November 17, 1982, September 26, 1984, November
30, 1993 and April 6, 1995 between the Fuel Company and Wachovia
Bank of South Carolina, N.A., as Trustee (the "Trustee"), the
Fuel Company has granted a security interest in all its right,
title and interest in and to the Nuclear Fuel which is or may
become subject to the Fuel Contract, as well as certain contract
rights, to the Trustee, as security for the payment of certain
borrowings of the Fuel Company (referred to in item 11) in
connection with its purchase, ownership and financing of Nuclear
Fuel and fossil fuel and sulfur dioxide emission allowances.
Address: 1426 Main Street, Columbia, South Carolina
29218.
10. Holder of beneficial interest:
Name and Address Amount Invested Percent of Equity
South Carolina Fuel $39,084,854.27 100%
Company, Inc.
1426 Main Street
Columbia, SC 29218
11. If part or all of the financing is supplied by loan
on which only principal and interest is payable, state:
Amount borrowed: Interest rate:
Number of lenders: (See description
of financing
Terms of repayment-Amount: Period: below.)
2 Under the terms of the Fuel Contract, upon payment to the
Fuel Company of an amount based upon the Fuel Company's
investment at that time in any Nuclear Fuel subject to the Fuel
Contract, SCE&G or its designee may acquire title to and ownerhip
of any such Nuclear Fuel. Pertinent provisions of the Fuel
Contact appear in Annex A.
3 At April 6, 1995.
The Fuel Company plans to finance its purchase and ownership
of certain Nuclear Fuel by the issuance and sale of notes with
maturities of 270 days or less from the date of issuance
("commercial paper") in the normal commercial paper market.
SCE&G will guarantee payment of the commercial paper.
$37,483,000 face amount of such commercial paper was outstanding on
April 6, 1995. Under the terms of a Credit Agreement, as
amended April 6, 1995 among Wachovia Bank of South Carolina,
N.A., CIBC, Inc. (CIBC), NationsBank National Assocation
(Carolinas) (NationsBank), Wachovia Bank of North Carolina, N.A.,
and Wachovia Bank of Georgia, N.A. ("Wachovia") as Agent (such
bank, together with Wachovia Bank of South Carolina, N.A., CIBC,
Wachovia Bank of North Carolina, N. A. and NationsBank, being
sometimes collectively referred to herein as the "Banks") and the
Fuel Company (such agreement, as amended, being referred to
herein as the "Credit Agreement"), the Banks have agreed to
severally make loans to the Fuel Company in an aggregate
principal amount not to exceed $125,000,000 outstanding at any
one time, the purpose of such credit to provide a standby
facility to finance nuclear and fossil fuel and sulfur dioxide
emission allowances in the event such financing is not available
through the issuance of commercial paper, or in the event such
financing is not desirable. SCE&G has agreed to guarantee
payment of the loans. Loans made under the Credit Agreement will
be payable on July 31, 1998, or any extension of such date made
pursuant to the Credit Agreement, and will bear interest
(computed daily on the basis of a three hundred sixty (360) day
year and actual days elapsed) at a rate equal to the rate of
interest publicly announced by Wachovia Bank of Georgia, N.A. in
Atlanta, Georgia, as its base rate, plus one (1) percentage
point. A commitment fee, which varies depending upon the
principal amount of the loans outstanding, and upon Fuel
Company's and SCE&G's commercial paper credit ratings, but which
shall be not less than fifteen-hundredths of one percent (0.15%)
per annum on the difference between $125,000,000 and the average
daily outstanding principal amount, is also payable by the Fuel
Company under the Credit Agreement.
Date Executed:
Signature of holder of legal title:
South Carolina Fuel Company, Inc.
By:s/K. B. Marsh
K. B. Marsh
Treasurer
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ANNEX A
Excerpts from Fuel Contract, dated as of October 11, 1979, as
amended November 17, 1982, September 26, 1984, July 27, 1989,
November 30, 1993 and April 6, 1995, between South Carolina
Electric & Gas Company ("Utility") and South Carolina Fuel
Company, Inc. ("Vendor")
3.00 Accounts: Payments by Utility and Vendor.
3.01 Subject to the terms and conditions hereof,
Vendor shall pay, from time to time, at Utility's request during
the term of this Contract and in accordance with the provisions
of the several Nuclear Fuel Contracts assigned to Vendor as set
forth in Section 2.02 above and any other Nuclear Fuel Contracts
hereafter assigned to Vendor by Utility or hereafter entered into
by Vendor or Utility, such amounts as shall become due and
payable under such Nuclear Fuel Contracts and will reimburse
Utility for any payments made by Utility pursuant to any of said
contracts on its own behalf or on behalf of or for the account of
Vendor. Each such payment or reimbursement shall be allocated
among specific Assemblies, Batches, or such other parts of
Contract Nuclear Fuel as Utility may determine, in accordance
with the provisions of this Contract, and a Fuel Schedule in the
form of Schedule A hereto shall be completed by Utility and
Vendor in respect thereof. Vendor may finance its initial
purchase from C&S Bank and any payments to be made pursuant to
Nuclear Fuel Contracts or otherwise in connection with its
purchase and ownership of Contract Nuclear Fuel through the
issuance of Commercial Paper Notes or Term Notes, the incurring
of Borrowings (as therein defined) under the Credit Agreement or
other borrowings; provided, however, that at no time shall Vendor
incur additional indebtedness for borrowed money (other than
indebtedness to Utility) in connection with the purchase or
carrying of, or investment in, Contract Nuclear Fuel or the
performance of its obligations under this Contract or under
Nuclear Fuel Contracts if, after giving effect to (i) the
incurring of such indebtedness and/or (ii) any application of the
proceeds therefrom or from any transfer of Contract Nuclear Fuel
referred to below to the retirement of outstanding indebtedness
(other than to Utility) previously incurred for such purposes,
the aggregate principal amount of outstanding indebtedness of
Vendor (other than to Utility) for money borrowed for such
purposes would exceed Vendor's total Net Investment in Contract
Nuclear Fuel as shown on the most recent Net Investment Schedule
required pursuant to Section 3.02, adjusted to reflect any
transfer by Vendor subsequent to the date thereof of Contract
Nuclear Fuel pursuant to Section 3.09 or 3.10 hereof, plus any
Investment by Vendor in Contract Nuclear Fuel subsequent to the
date of such Net Investment Schedule, as shown on any Fuel
Schedule in the form of Schedule A, or to be made within 90 days
after such indebtedness is incurred as shown in an Officer's
Certificate of Vendor. For purposes of the calculations required
by this Section 3.01 and Section 3.03, the principal amount of
outstanding indebtedness described herein shall be reduced by any
amounts which have been deposited or will, within 90 days, be
deposited with the Trustee or any paying agent for such
indebtedness for the purpose of paying such indebtedness or as
security for the payment thereof or have been or will be applied
within 90 days to the payment of Obligations (as defined in the
Security Agreement) pursuant to paragraphs 7.4, 8.2, or 8.5 or
Article 11 of the Security Agreement as more particularly
provided in the last paragraph of Article 6 of the Security
Agreement.
3.02 Utility and Vendor shall, no later than the first
day of the second succeeding month, prepare a Net Investment
Schedule as of the end of and for each calendar month with
respect to each Assembly, Batch or other part of Contract Nuclear
Fuel (as Utility and Vendor shall determine) showing Vendor's Net
Investment in each such Assembly, Batch or other part of Contract
Nuclear Fuel and in all Contract Nuclear Fuel. Notwithstanding
any other provision of this Contract, each completion of a Fuel
Schedule in the form of Schedule A hereto shall be deemed to
amend, accordingly, the Net Investment Schedule in the form of
Schedule B hereto last prepared by Utility and Vendor.
3.03 To the extent that Commercial Paper Notes, Term
Notes and/or Borrowings under the Credit Agreement to finance or
refinance the purchase or carrying of, or investment in, Contract
Nuclear Fuel or the performance of its obligations under this
Contract or the Nuclear Fuel Contracts (hereinafter "Borrowings")
mature in a given month in denominations or principal amounts
which will permit such repayments, Vendor will repay at their
maturity in such month, without refunding, a principal amount of
Commercial Paper Notes, Term Notes and/or Borrowings equal to the
amount, if any (hereinafter the "repayment obligation"), by which
Vendor's outstanding indebtedness, such as is described in
Section 3.01 hereof (after giving effect to any application of
the proceeds (i) of such indebtedness or (ii) of transfers of
Contract Nuclear Fuel pursuant to Section 3.09 or 3.10 hereof to
the retirement of indebtedness previously incurred for such
purposes), on the first day of such month exceeds Vendor's total
Net Investment in Contract Nuclear Fuel as shown on the most
recent Net Investment Schedule required pursuant to Section 3.02,
adjusted to reflect any transfer by Vendor subsequent to the date
thereof of Contract Nuclear Fuel pursuant to Section 3.09 or 3.10
hereof, plus any Investment by Vendor in Contract Nuclear Fuel
subsequent to the date of such Net Investment Schedule, as shown
on any Fuel Schedule in the form of Schedule A, or to be made
within 90 days thereafter, as shown in an Officer's Certificate
of Vendor. Any excess of the repayment obligation over such
maturing Commercial Paper Notes, Term Notes and/or Borrowings
paid in a given month shall be applied to the retirement of
Commercial Paper Notes, Term Notes, and/or Borrowings as they
mature in succeeding months.
3.04 Commencing at the time any Contract Nuclear Fuel has begun
Heat Production, Utility will pay to or on behalf of
Vendor, from time to time, such amounts as Vendor may request in
order to meet payments of principal due pursuant to Section 3.03 and
all Financing Charges then due and payable or to meet
payments required to be made by Vendor under any Nuclear Fuel
Contracts or requested by Vendor for the acquisition or carrying of
or investment in Contract Nuclear Fuel, up to an amount equal to the
sum of the Monthly Accrual Payments set forth in Annex I
to all Net Investment Schedules (up to and including the most
recent Net Investment Schedule) theretofore required pursuant to
Section 3.02 to the extent such Monthly Accrual Payments are
unpaid and no sums have been offset against them pursuant to
Section 3.07 at the time of such request; provided that, so long as
any Borrowing or Commercial Paper Note covered by the Bank's
commitment under the Credit Agreement is outstanding, not later
than 90 days after the beginning of the second month succeeding
the month covered by any Net Investment Schedule, to the extent, if
any, that amounts equal to the Monthly Accrual Payment set
forth in Annex I to such Net Investment Schedule have not
theretofore been paid by Utility pursuant to the foregoing
provisions of this Section 3.04 or offset against such Monthly
Accrual Payment pursuant to Section 3.07, Vendor will request,
and Utility will make, payment to or on behalf of Vendor of such
unpaid amount.
3.05 As additional consideration Utility will, during
the term of this Contract, pay to or on behalf of Vendor, from
time to time, to the extent Vendor does not have funds from other
sources for such purpose and payments pursuant to Section 3.04
are insufficient to pay the same in full, all charges, costs,
including legal, accounting, administrative and other operating
expenses, fees, franchise fees or Impositions incurred by Vendor in
connection with its acquisition and ownership of Contract
Nuclear Fuel and the financing thereof, including, without
limitation, any amounts required to pay when due the principal
amount of Commercial Paper Notes and Term Notes, obligations
under the Credit Agreement and any other indebtedness of Vendor,
all Financing Charges and any amounts due under Nuclear Fuel
Contracts.
3.06 The obligation of Utility to make any payments
required by this Contract to or on behalf of Vendor shall be
unconditional and shall not be excused by force majeure or
commercial impracticability or any other excuse in law.
3.07 Utility may at any time on Vendor's request
advance to or on behalf of Vendor funds in excess of amounts
payable under Sections 3.04 and 3.05 for the acquisition of
Contract Nuclear Fuel and any such advances, as well as payments
made under Section 3.05 to the extent used to acquire Contract
Nuclear Fuel or to retire indebtedness of Vendor incurred in
connection with the acquisition or ownership of Contract Nuclear Fuel,
may be repaid to Utility by Vendor or offset against
Monthly Accrual Payments for succeeding months, at the option of
Utility.
3.08 At any time when an engineer of Utility shall
certify in a certificate delivered to Vendor that specified
Assemblies have, as at the end of a stated month, become Spent
Fuel within the meaning of this Contract, if at such time Utility
has made all payments required of it pursuant to Sections 3.04
and 3.05 hereof, Vendor shall so certify to the Trustee and any
other Assignee and shall obtain the release of such Spent Fuel
from the Security Agreement and any other security agreement or
security interest in favor of an Assignee to which such Spent
Fuel may be subject. At such time or at any time thereafter,
upon request of Utility and solely at Utility's option, Vendor
shall execute a bill of sale with respect to such Assemblies of
Spent Fuel evidencing the transfer to Utility or Utility's
designee legally permitted to receive title thereto, of all
Vendor's right, title and interest in and to such Assemblies of
Spent Fuel free and clear of any such security interest, without
payment of further consideration by Utility. Notwithstanding the
foregoing, Utility may not, under this Section 3.08, acquire or
secure the release from any such security agreement or security
interest of any Spent Fuel as to which Vendor has incurred costs
for the purpose of reprocessing.
3.09 At any time when Utility has made all payments
then required of it pursuant to Sections 3.04 and 3.05, Utility
may purchase and obtain the release of any or all Contract
Nuclear Fuel not covered by Section 3.08 from this Contract, the Security
Agreement and any other security agreement or security
interest in favor of an Assignee by and upon paying to Vendor an amount
equal to Vendor's Net Investment in such Contract Nuclear Fuel. Upon
such payment, Vendor shall promptly execute and
deliver to Utility, or to Utility's designee lawfully entitled to
receive title to Nuclear Fuel, a bill of sale transferring title and
ownership of such Contract Nuclear Fuel free and clear of any
such security interest therein.
3.10 Anything to the contrary in this Contract
notwithstanding, Vendor shall not hold title to or finance any
specific part of Contract Nuclear Fuel for more than five years,
and no later than the fifth anniversary of vendor's acquisition
of any specific part of Contract Nuclear Fuel or of the
commencement of its financing of such part of Contract Nuclear
Fuel, Utility, or its designee lawfully entitled to receive title
to Nuclear Fuel, shall pay to Vendor the Net Investment (if any) of
Vendor in such part of Contract Nuclear Fuel and Vendor shall execute
and deliver a bill of sale transferring title and
ownership of such part of Contract Nuclear Fuel to Utility or
such designee free and clear of the Security Agreement and any
other security agreement or security interest therein in favor of
an Assignee. The provisions of this Section 3.10 may be waived
by Utility and Vendor by an instrument in writing to that effect,
signed by Vendor and Utility; provided that no such waiver shall
be effective unless at the time thereof no Commercial Paper Notes
issued by Vendor in reliance on the exemption provided by Section
3(a)(3) of the Securities Act of 1933, as amended, shall be
outstanding and Vendor agrees that it will not thereafter issue
Commercial Paper Notes in reliance on such exemption.
