Utilicorp United, Inc. & Subsidiaries, F.K.A. Missouri Public Service Co. - Page 6

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               In June 1985, THP commenced reconstruction of the                      
          hydroelectric facility.  Over the next 2-1/2 years, THP made                
          substantial alterations to the properties acquired from AWP.                
          During that period, THP assumed various construction risks,                 
          including labor strikes, unforeseen delays and costs, and                   
          physical damage.  Personnel employed by THP managed the                     
          completion of construction.  THP paid a total of $48.2 million to           
          acquire the stock in AWP and to complete the reconstruction of              
          the hydroelectric facility.  The hydroelectric facility was                 
          synchronized with CMP, and THP began furnishing electric power to           
          CMP on October 31, 1987.                                                    
          UtilCo Acquisition and Lease                                                
               Purchase of Undivided Interest                                         
               On December 17, 1987, UtilCo purchased the undivided                   
          interest from THP for $32,250,000.  UtilCo immediately leased the           
          undivided interest back to THP for a 15-year term pursuant to               
          Project Lease Agreement No. 2, dated December 1, 1987 (the                  
          project lease).  Under the terms of the project lease, THP has,             
          at the end of that 15-year term, the option of either extending             
          the lease term or repurchasing the undivided interest.  UtilCo              
          effected its purchase and lease of the undivided interest through           
          the Meridian Trust Co., which, pursuant to a trust agreement,               
          purchased the undivided interest on behalf of UtilCo.                       
          (Hereafter, we shall disregard Meridian’s role and consider                 
          UtilCo  as owning directly the undivided interest.)                         




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