Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 11

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          to enforce the partnership’s obligations under the guarantee                
               Pursuant to the loan guarantee agreement, DOE agreed that              
          its recovery on any claim against the partnership or any partner            
          would generally be limited to the partnership’s assets and to the           
          partners’ interests in those assets.  The partnership agreed, “To           
          the full extent permitted by applicable law,” to waive the                  
          benefit of any redemption law that might otherwise have been                
          applicable to any right under this agreement.  The loan guarantee           
          agreement states that it “shall be governed by and construed and            
          interpreted in accordance with the federal laws of the United               
          States.  It is the intent of the United States to preempt any               
          state law conflicting with the provisions of this Agreement”.               
               Pursuant to the loan guarantee agreement, the partnership              
          was prohibited from engaging in any business other than the                 
          project.  All proceeds from the guaranteed debt were required to            
          be promptly applied to fund costs that were necessary,                      
          reasonable, and directly related to the design, construction, and           
          startup of the project facilities.                                          
               Indenture of Mortgage                                                  
               The credit agreement and the loan guarantee agreement were             
          secured by an Indenture of Mortgage and Security Agreement dated            
          January 15, 1982, between the partnership, as debtor and                    
          mortgagor, and Citibank, N.A. (trustee), as trustee and                     

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Last modified: May 25, 2011