Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 22

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          The Standstill Agreement                                                    
               As of June 24, 1985, the partnership’s outstanding balance             
          on its FFB loans was approximately $1.446 billion.  An interest             
          payment of over $70 million and a principal payment of $328.5               
          million were payable to FFB on July 1, 1985.  A guarantee fee of            
          $7.684 million was also payable to DOE on July 31, 1985.                    
               To finalize the price support agreement, SFC required                  
          approval from the Treasury Department, the Office of Management             
          and Budget, and DOE.  Because SFC needed time to obtain these               
          approvals, and the partners were approaching a date when they               
          would have to make substantial payments under the loan documents,           
          the parties negotiated a “standstill agreement”.  Under the                 
          standstill agreement, dated June 24, 1985, the partnership’s due            
          date for interest, principal, and the guarantee fee payments was            
          extended to August 1, 1985.12                                               
               The standstill agreement also required the partners to                 
          withdraw their November 18, 1983, notices of consideration of               
          termination of participation and to continue diligently to                  
          complete construction of the project, making timely equity                  
          investments into the partnership.  Addressing the possibility               

               12 Under the standstill agreement, the parties agreed that             
          the in-service date would occur at the close of business on Aug.            
          1, 1985.  The determination of the in-service date was of key               
          importance to the Government, because the pipelines’ obligation             
          to take or pay for all gas produced from the plant became fixed             
          upon the in-service date.                                                   

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