OMB APPROVAL

OMB Number:                3235-0165

Expires:               February 28, 2007

Estimated average burden hours per response.....................................3.00

1.

Lessee public-utility company: Seminole Electric Cooperative, Inc.                                                              

Address: 16313 North Dale Mabry Highway, Tampa, Florida 33618                                                              

2.

Date: December 14, 2005                                                                                                                                        

2a.

Expected date facility will be placed in service: September 10, 1984                                                              

3.

Regulatory authority which has acted on transaction:

Name Rural Electrification Administration of the United States Department of Agriculture                    
Date of order December 7, 1984                                                                                                                           

4.

Initial term of lease:                                                       25 Years                                                                         

4a.

Renewal options: Two Fixed-Rate Options and one Fair Market Value Option                                         

5.

Brief description of facility: 620 MW (Rated Capacity) Coal-Fired Steam Electric Generating Unit

located in Putnam County, Florida                                                                                                                    

6.

Manufacturer or supplier: Burns and Roe                                                                                                        

7.

Cost of facility $390,000,000

8.

Basic rent. Initial term $790 million (approximately)

8a.

Periodic installment: Amount approximately $15.8 million (a portion of the rent is variable)

Period Semiannual

9.

Holder of legal title to facility: The Bank of New York as Owner Trustee under a Trust Agreement, dated as of August 1, 1984.                                                                                                                          

Address:             The Bank of New York c/o The Bank of New York Trust & Company of Florida, N.A.

           10161 Centurion Parkway
                              Jacksonville, Florida 32256

           Attention: Corporate Trust Department

10.

Holders of beneficial interests:

Name and address

Amount invested

Percent of equity

Seminole Electric Cooperative, Inc.
16313 North Dale Highway
Tampa, Florida 33618

$300 million

100%

__________________________

_______________________

_________________________

__________________________

_______________________

_________________________

11.

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

Amount borrowed: $54,310,000  Interest rate  Variable  Number of lenders          1        

Terms of repayment: Amount  $6.4 million  Period  Semiannual

Date executed:   1984                                                                                                                                                           

Signature of Holder of legal title:   /s/ Cynthia M. Moore, Vice-President                                                                 

1.

In the event the actual purchase of the property to be leased or the contemplated financing has not been completed, estimates or approximations may be inserted in the form, where appropriate, and the certificate amended within 30 days after the facility has been placed in service. Appropriate amendments are also required within 30 days after (I) a transfer of any beneficial interest, (2) a change of legal title, (3) amendment of the lease, if the amendment alters any item in the text of Form U-7D, or (4) termination of the lease for any cause, stating the effective date of termination.

2.

The initial term of lease is to be stated in years from the date the facility is delivered to the lessee or the date fixed in the lease for the purpose of computing rent if it does not differ materially from the delivery date. Lessee’s obligations to make interim payments prior to delivery’ may be disregarded if they are equivalent to interest for the delay. Renewal options, if any, should be summed concisely and remote contingencies may be ignored. For example, “May be extended for two 5-year periods at lessee’s election” would be sufficient.

3.

The description of the facility should state merely its nature and an indication of its capacity. Such descriptions as the following are sufficient:

two turbo generators

50,000 kw

two LNG storage tanks

100,000 mcf

nuclear fuel assembly

4.

The cost of the facility is the cost to the lessors. If the lease specifies a cost, that figure may be used if it does not differ materially from the lessors’ total expenditures, including borrowed funds.

5.

The term “basic rent” refers to the net rent payable by the lessee, excluding all costs borne directly by it and all reimbursements to the lessor for out-of-pocket costs. If the lease states a basic rent, that amount may be shown if it does not differ materially from the foregoing. If the basic rent defined in the lease is stated in terms of a percentage of cost, the form should show an amount computed by applying that percentage to the cost shown, whether actual or estimated. The rent is to be stated in total for the initial term of the lease, and the amount payable for each periodic installment is also to be stated. If the rent varies from period to period, the installments may be summarized by specifying the period to which each rate applies. For example:

Years 1-10

$___________ semiannually

Years 11-21

$___________ semiannually

Years 22-25

$___________ semiannually

6.

If the repayment of a loan is by amortization of principal and interest in level installments, the terms of repayment may be described by simply stating the amount of the installment, and its frequency. Variations in the rate may be summarized in the same manner as specified for variations in the basic rent.

7.

The term “holder of a beneficial interest” includes any person entitled to a beneficial share of the lease rent or to receive the property upon expiration of the lease, except a person entitled only to receive a return of money lent with interest. If the interest rate is subject to change from time to time, the certificate shall show the initial rate and summarize the terms governing any change.

8.

Provision is made in the form for showing the interest of each beneficial owner in terms of a percentage of the total equity. In the event beneficial owners do not share on a simple percentage basis, a summary of their rights should be substituted.

9.

The certificate is to be executed by the holder of legal title to the facility and by each holder of a beneficial interest. Signature pages may be annexed as required. The duplicate and triplicate copies need not be manually signed.

NUCLEAR FUEL

10.

With respect to leases or contracts for nuclear fuel, an appropriate descriptive term may be substituted for the term “lease.” If the information called for by items 4 and 8, dealing with duration and rent, “cannot be stated concisely in the certificate, pertinent extracts from the lease or contract may be substituted.