Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 13

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          Mortgage”.  The mortgage stated that it “shall be governed by and           
          construed and interpreted in accordance with” Federal law.                  
               Pledge of ANG Stock                                                    
               ANRC’s wholly owned subsidiary, ANG Coal Gasification Co.              
          (ANG), was formed in the early stages of the project to design              
          and manage construction of the project and to operate the project           
          after its completion.  ANG held certain contractual and other               
          rights and permits relating to the project.  As a precondition              
          for the loan guarantee agreement, DOE required ANRC to pledge its           
          ANG stock as additional security for the partnership’s                      
          obligations under the loan guarantee agreement.  Pursuant to the            
          ANG stock pledge agreement, dated January 29, 1982, if the                  
          partnership defaulted on its debt, the DOE secretary was                    
          authorized to take possession of the ANG stock certificates and             
          sell the ANG stock to such persons, including himself, as he                
          deemed expedient, applying the sale proceeds against the                    
          partnership’s debt.                                                         
          ANG Operates the Plant                                                      
               Under the project administration agreement, dated January              
          29, 1982, the partnership appointed ANG as the partnership’s                
          agent to administer the project’s construction, startup, and                
          operation.  As project administrator, ANG was responsible for the           
          design, construction, and operation of the gasification plant and           
          coal mine on behalf of the partnership.  Pursuant to an agreement           

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