Basin Electric Power Cooperative - Page 18

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               The 1992 amendments expressly stated that petitioner exer-             
          cised its right to request that the owner participants take                 
          reasonable actions to refinance the 1984 tax-exempt bonds.  Each            
          owner participant exercised its right under the 1984 bond inden-            
          ture agreement to require Mercer County to redeem the 1984 tax-             
          exempt bonds.                                                               
               Pursuant to the plan detailed in the 1992 amendments, Mercer           
          County executed a document entitled “TRUST INDENTURE” (1995 bond            
          indenture agreement), effective as of October 1, 1992, which                
          provided that in order to refinance the 1984 tax-exempt bonds               
          Mercer County was to issue new tax-exempt bonds (i.e., the 1995             
          tax-exempt bonds) pursuant to the terms of that indenture agree-            
          ment.  Pursuant to that plan, on January 20, 1993, Mercer County            
          entered into a forward purchase contract (forward purchase                  
          contract) with Morgan Stanley, pursuant to which Morgan Stanley             

               11(...continued)                                                       
               Participant, to request the Owner Trustee to, and upon                 
               any such request and instruction from the Owner Partic-                
               ipant, the Owner Trustee shall, [sic] take such actions                
               as are reasonably requested by the Lessee for a refund-                
               ing [of the 1984 tax-exempt bonds]* * *.* * * The                      
               Lessee will provide the written notice contemplated by                 
               the first sentence of this Subsection 4(c)(i), along                   
               with a description of any documents, agreements and                    
               supplements or amendments to Transaction Documents                     
               contemplated by the preceding sentence, not less than                  
               90 days prior to any proposed date for a refunding.                    
               The Owner Participant agrees that during such 90 day                   
               period it will cooperate in connection with the negoti-                
               ation in good faith of such documents, agreements and                  
               supplements as are necessary to implement such refund-                 
               ing. * * *                                                             





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Last modified: May 25, 2011