MINUTES of a MEETING of the BOARD OF DIRECTORS of the UNITED STATES SYNTHETIC FUELS CORPORATION May 26, 1983 The meeting was convened at 9:20 a.m., May 26, 1983, in the Williams Plaza Hotel, Tulsa, Oklahoma, pursuant to the call of the Chairman and after public notice of the meeting as required by Section 116(f) of the Energy Security Act, (42 U.S.C. 8712(f) (1) (1980 Supp.)), and published in the Federal Register on May 16, 1983. A quorum of the Board being present, Edward E. Noble, Chairman of the Board of Directors, called the meeting to order and presided. In addition to the Chairman, the following members of the Board were present: John B. Carter, Jr. Edward F. Cox, General Counsel and Secretary, acted as Secretary of the meeting. Chairman's Opening Remarks [The complete text of the Chairman's opening remarks is affixed to these minutes as Annex A.] Chairman Noble concluded by announcing that the previous day he had signed a letter of intent for a loan guarantee with the Calsyn project located in Pittsburg, California. He stated that it was the fourth such agreement which he had signed and that he anticipated closing with this project in the next few months. Approval of Minutes of the April 13-14, 1983 and April 25, 1983 Meetings On a motion duly made by Mr. Thompson and seconded by Mr. Schroeder, by a vote of 4 to 0, Messrs. Carter, Wilkins and Monks abstaining, it was RESOLVED, that the minutes of the meetings of the RESOLVED, that it is the judgment of the Board of 24-125 0-83--21 President's Report [The complete text of the President's Report is affixed to these minutes as Annex B.] Operations Report of the Executive Vice President [The complete text of the Operations Report of the Executive Vice President is affixed to these minutes as Annex C.] Standard Terms and Conditions for the Gulf Province Lignite Solicitation Chairman Noble then called upon Jeanine Matte, Senior Attorney, and Richard Shanklin, Project Officer, to give a presentation concerning the Standard Terms and Conditions for the Lignite Solicitation. [The complete text of the Standard Terms and Conditions for the Gulf Province Lignite Solicitation is affixed to these minutes as Annex D.] Ms. Matte recalled that the Competitive Solicitation for Gulf Province Lignite Projects had been issued by the Board at its April 25, 1983 meeting, and that, in accordance with section 2.4 of the Solicitation, the Standard Terms and Conditions were to be made available by the Corporation on May 27, 1983. She stated that the proposed Standard Terms and Conditions for the Gulf Province Lignite Solicitation basically followed the Standard Terms and Conditions previously adopted by the Board in connection with the Oil Shale Solicitation. She stated that, because the Standard Terms and Conditions for the two solicitations were so similar, she would not review the Standard Terms and Conditions for the Lignite Solicitation in detail, but, rather, would point out the differences between the two Standard Terms and Conditions. She stated that the principal modification in the Standard Terms and Conditions for the Lignite Solicitation addressed the possibility of multiple products receiving price guarantee assistance. She noted that the modifications in this regard appeared in section 2 and Annex B of the Standard Terms and Conditions. Chairman Noble asked if the provisions for recapture in event of shutdown were the same for the Lignite Solicitation as they were for the Oil Shale Solicitation. Mr. Shanklin replied in the affirmative. He then commented that the staff had added section 2.7, Index Adjustment, in order to relieve uncertainty regarding the prediction of 1990 market prices. Chairman Noble then asked how the Corporation could renegotiate without affecting the Corporation's maximum liability. Mr. Shanklin replied that the renegotiation would involve the schedule of the price guarantee payment and not the total dollar amount. Chairman Noble then suggested that the Board vote on the Standard Terms and Conditions. Mr. Wilkins stated that he was concerned about internal matters regarding the organization of the Corporation and its Board. He commented that he hoped that these matters would be resolved and that, until that time, he preferred to abstain from voting. On a motion duly made and seconded, by a vote of 5 to 0, Messrs. Monks and Wilkins abstaining, it was RESOLVED, that the Standard Terms and Conditions for the Competitive Solicitation for Reading Room, and to prospective bidders under Progress Report on the Development of the Recommended Comprehensive Strategy [The complete text of "Report to the Board of Directors on the Recommended Comprehensive Strategy" presented by David S. Hirschfeld, Director, Strategic Planning, is affixed to these minutes as Annex E.] Mr. Schroeder noted that the summaries prepared by the Planning staff concerning the Recommended Comprehensive Strategy were very useful, and he inquired if the Planning staff intended to distribute them to the Board of Directors before or after the Planning briefings. Mr. Hirschfeld stated that the staff had planned to distribute the summaries after the briefings but, if so requested by the Board, |