Basin Electric Power Cooperative - Page 3

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          transmission facilities, including the facilities at Antelope               
          Valley Station (AVS facilities).                                            
               The AVS facilities consisted of a two-unit electric generat-           
          ing station.  The first unit was placed in service in two phases            
          on January 1, 1982, and May 24, 1983.  The second unit (AVS unit            
          II) was placed in service on October 29, 1985.  The total cost of           
          constructing the AVS facilities was approximately $1.9 billion.             
               The AVS facilities included pollution control facilities,              
          certain portions of which related solely to the AVS unit II (AVS            
          unit II pollution control facilities).  The construction of the             
          AVS unit II pollution control facilities was largely financed               
          through certain tax-exempt bonds issued by Mercer County, North             
          Dakota (Mercer County).  In order to effect that financing,                 
          Mercer County executed a document, effective as of November 1,              
          1984, entitled “TRUST INDENTURE” (1984 bond indenture agreement).           
          Pursuant to the 1984 bond indenture agreement, Mercer County                
          issued the Pollution Control Revenue Bonds, 1984 Series (1984               
          tax-exempt bonds), in the aggregate amount of $112,750,000.  The            
          1984 tax-exempt bonds had an interest rate of 10.5 percent, were            
          payable semiannually on June 30 and December 30, and matured on             
          June 30, 2013.  Mercer County had the right to redeem the 1984              
          tax-exempt bonds prior to maturity but not before December 30,              
          1994.  If Mercer County were to redeem the 1984 tax-exempt bonds            
          between December 30, 1994, and December 29, 1995, the redemption            






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