Basin Electric Power Cooperative - Page 6

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          grantor trusts.2  The initial trustee (trustee) of each of the              
          six grantor trusts was The Connecticut Bank and Trust Company,              
          National Association (Connecticut Bank).  Thereafter, State                 
          Street Bank & Trust Company succeeded Connecticut Bank as the               
          trustee of each of such grantor trusts.                                     
               The trustee of each grantor trust entered into various                 
          interrelated and interdependent agreements with petitioner, each            
          of which was dated as of November 1, 1985.  (We shall refer to              
          all the various interrelated and interdependent agreements that             
          petitioner and the trustee of each grantor trust entered into as            
          the 1985 sale and leaseback or the 1985 sale and leaseback                  
          agreement.3)  Pursuant to all six of the 1985 sale and leaseback            

               2The initial six owner participants and the respective                 
          percentage undivided ownership interests in the AVS unit II that            
          they acquired from petitioner were:                                         
                  Owner Participant          Percentage Undivided Interest            
          First Chicago Leasing Corporation             4.3334                        
                Dart & Kraft Financial                  36.8333                       
                     Corporation                                                      
          Beatrice Financial Services, Inc.             10.8333                       
               J.C. Penney Company, Inc.                30.6667                       
                    Saks & Company                      9.0000                        
            Chrysler Financial Corporation              8.3333                        

               3Although the trustee of each of the grantor trusts was a              
          party to each 1985 sale and leaseback agreement, each owner                 
          participant was the real party in interest to such agreement.               
          Unless otherwise indicated, we shall for convenience when dis-              
          cussing the 1985 sale and leaseback agreement(s) refer to the               
          owner participant(s) and not to the trustee.                                
                                                             (continued...)           





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