Utilicorp United, Inc. & Subsidiaries, F.K.A. Missouri Public Service Co. - Page 3

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          Introduction                                                                
               Some facts have been stipulated and are so found.  The                 
          stipulations of fact filed by the parties and accompanying                  
          exhibits are incorporated herein by this reference.                         
               Petitioner is a Delaware corporation with its principal                
          place of business in Kansas City, Missouri.                                 
               On December 17, 1987, UtilCo entered into a sale-leaseback             
          transaction with a Minnesota limited partnership, Topsham Hydro             
          Partners Limited Partnership (THP).  THP owned a hydroelectric              
          facility in Topsham and Brunswick, Maine, on the Androscoggin               
          River, at the Pejepscot Mill Dam (the hydroelectric facility).              
          UtilCo purchased an undivided 50-percent interest in certain                
          assets (including real property) constituting the hydroelectric             
          facility (the undivided interest) and immediately thereafter                
          leased the undivided interest back to THP.  Chrysler Capital                
          Corp. (Chrysler Capital) simultaneously purchased (and leased               
          back) the remaining undivided interest.                                     
          History of the Facility                                                     
               Androscoggin Water Power Company                                       
               The Pejepscot Mill Dam originally was owned by a Maine                 
          corporation, the Androscoggin Water Power Co. (AWP).  In 1982,              
          AWP obtained a license from the Federal Energy Regulatory                   
          Commission (FERC) to construct a hydroelectric generating                   
          facility at the dam.  In furtherance of that project, among other           
          actions, AWP entered into contracts for reconstruction of the               




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