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achieve petitioner’s objective of modifying the 1985 sale and
leaseback agreements in order to reduce substantially peti-
tioner’s minimum annual basic rent obligation to the owner
participants. That integrated plan required execution of not
only the 1992 amendments but also other interrelated and interde-
pendent agreements as discussed below.
The 1992 amendments detailed the refinancing of the 1984
tax-exempt bonds, which was to be accomplished through the
issuance of new tax-exempt bonds (1995 tax-exempt bonds) by
Mercer County in January 1995, in pertinent part as follows:
Anticipated Refunding of Initial Series B Secured Note
with Proceeds of Refunding Series B Secured Note.
Lessee [Basin Electric] Election to Initiate Refunding
of Initial Series B Secured Note. In accordance with
Subsection 4(c)(i) of the Participation Agreement [of
the modified 1985 sale and leaseback], the Lessee has
elected to request a refunding of the Initial Series B
Secured Note [evidencing the owner participant’s obli-
gation to make payments of interest and principal on
the 1984 tax-exempt bonds] with the proceeds of an
Additional Note issued pursuant to Section 3.5 of the
[Trust] Indenture. Such Refunding Series B Note will
be purchased by the County [Mercer County] with the
proceeds of the sale of its Mercer County, North Da-
kota, Pollution Control Refunding Revenue Bonds, Series
1995 (the Refunding Bonds) [i.e., the 1995 tax-exempt
bonds]. The Refunding Bonds will be sold pursuant to a
Forward Purchase Contract (the Refunding Bond Purchase
Agreement) between the County and Morgan Stanley & Co.
Incorporated (the date of execution of such Refunding
Bond Purchase Agreement hereinafter called the Refund-
ing Bond Sale Date) providing for the future delivery
of Refunding Bonds on a date (the Refunding Bond Deliv-
ery Date) shortly after the first optional call date
[December 30, 1994] for the [1984 tax-exempt] Bonds.
* * * On the Refunding Bond Delivery Date, (i) the
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