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Exhibit 10.16

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THIS EXHIBIT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

ENGINEERING, PROCUREMENT

AND

CONSTRUCTION MANAGEMENT AGREEMENT

by and between

DUKE ENERGY INDIANA, INC., as Owner

and BECHTEL POWER CORPORATION, as Contractor

for the

CONSTRUCTION OF AN INTEGRATED GASIFICATION

COMBINED CYCLE COAL-FIRED ELECTRICAL

GENERATION FACILITY IN EDWARDSPORT, INDIANA

Dated December 15, 2008

RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION. Contains confidential information proprietary to Duke Energy Indiana, Inc. and/or Bechtel Power Corporation that may only be used, reproduced, or disclosed outside of such companies pursuant to the terms of that certain confidentiality letter agreement, dated as of June 9, 2008, by and between Duke Energy Indiana, Inc. and Bechtel Power Corporation, as amended, restated or supplemented from time to time.

Table of Contents

Page 1. DEFINITIONS 2 2. GENERAL PROVISIONS 13 2.1 Intent of Contract Documents 13 2.2 Independent Contractor 14 2.3 Subcontracting 14 2.4 Interpretation 14 2.5 Inclusion; Conflicts 15 2.6 Days 15 3. CONTRACTOR RESPONSIBILITIES 15 3.1 Performance of Services 15 3.2 Appointment as Agent 16 3.3 Scope of Procurement Services 16 3.4 Scope of Construction Management Services 18 3.5 Engineering Services 18 3.6 Development of Project Plans 19 3.7 Intentionally Omitted 19 3.8 Facility Manuals; Training 19 3.9 Periodic Reports and Meetings 19 3.10 Compliance with Laws 20 3.11 Owner Office Space 20 3.12 Emergencies 20 3.13 Signage 20 3.14 Acknowledgement of Scope of Services 21 3.15 Use of Existing Owner Property 21 4. CONTRACTOR PERSONNEL 21 4.1 Contractor' s Personnel 21 4.2 Staffing Plan 22 4.3 Supervision and Discipline 22 4.4 Contractor' s Key Personnel 22 4.5 Drug and Alcohol Testing 23 4.6 Training of Employees 23 4.7 Substitution 23 4.8 Employer Responsibilities 23 5. BORROWED EMPLOYEES 24 5.1 Assignment of Borrowed Employees 24 5.2 Qualifications 24 5.3 Assigned Job Duties 25 5.4 Responsibility for Work 25 5.5 Employer Responsibilities 25 5.6 Cooperation 26 5.7 No Third Party Rights 27


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION 6. PROJECT MANAGEMENT 27 6.1 Owner' s Representative 27 6.2 Project Management; Communication and Management Protocol 27 6.3 Steering Committee 27 6.4 GE Change Review Board 27 6.5 Access; Contractor' s Office Space 27 6.6 Estimate 28 7. PROJECT SCHEDULE 28 7.1 Schedule Compliance; Updates 28 7.2 *** 28 8. COMPENSATION AND PAYMENT 28 8.1 Contract Price 28 8.2 *** 28 8.3 *** 28 8.4 Invoicing and Payments 29 8.5 *** 29 8.6 Final Payment 29 8.7 Certification by Contractor 30 8.8 No Acceptance by Payment 30 9. CHANGE ORDERS 30 9.1 Change Requests 30 9.2 Change Proposals 30 9.3 Change Orders 31 9.4 Contractor Proposed Changes 31 9.5 *** 32 10. FORCE MAJEURE 32 10.1 Event of Force Majeure 32 10.2 Notice 32 10.3 Suspension; Termination Due to Force Majeure 32 11. MECHANICAL COMPLETION; SUBSTANTIAL COMPLETION; FINAL COMPLETION 32 11.1 Mechanical Completion 32 11.2 Substantial Completion 33 11.3 Final Completion 34 12. WARRANTY 34 12.1 Warranty 34 12.2 Defects 35 12.3 Extension of Warranty Periods 35 12.4 Intellectual Property Warranties 35 12.5 Responsibility for Warranty Services 36 12.6 Exclusive Warranties 36 13. INDEMNIFICATION 36 13.1 Contractor' s Indemnity 36


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION 13.2 Owner' s Indemnity 37 13.3 Intellectual Property Indemnity 38 13.4 Indemnity Procedures for Third Party Claims 38 13.5 Insurance 39 14. INSURANCE 39 14.1 *** 39 14.2 *** 40 14.3 *** 40 14.4 *** 40 14.5 Contractor Insurance 41 14.6 General Requirements 43 14.7 Contractor Responsibility 44 15. PROJECT CREDIT SUPPORT 44 15.1 *** 44 15.2 Cooperation with Owner Financing 44 16. LIMITATION OF LIABILITY 45 16.1 Liability Cap 45 16.2 No Consequential Damages 45 17. LIENS 45 17.1 Liens 45 17.2 Discharge or Bond 45 18. INTELLECTUAL PROPERTY 46 18.1 Delivery of Documentation 46 18.2 Grant of Intellectual Property License 47 18.3 Grant of Sulfur License 47 18.4 Limitations 48 18.5 Other Licenses 48 18.6 Additional Warranties, Representations and Covenants 48 19. DEFAULT; TERMINATION AND SUSPENSION 48 19.1 Contractor Events of Default 48 19.2 Owner Remedies 49 19.3 Owner Event of Default 50 19.4 Contractor Remedies 50 19.5 Termination Rights 50 19.6 Termination for Force Majeure 51 19.7 Suspension 51 20. Intentionally Omitted. 53 21. RECORDS AND AUDIT; COOPERATION 53 21.1 Intentionally Omitted 53 21.2 Accounting Records 53 21.3 Audit Rights 53 21.4 Cooperation 54 21.5 Sales Tax Records 54


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION 22. TAXES 55 22.1 General 55 22.2 Sales and Use Taxes 55 22.3 Tax Indemnification 55 22.4 Cooperation and Assistance 55 22.5 Tax Protests and Appeals 55 22.6 Survival 56 23. DISPUTE RESOLUTION 56 23.1 Disputes 56 23.2 Meeting Regarding Dispute 56 23.3 Initiation of Binding Arbitration and Selection of Arbitrators 56 23.4 Arbitration Procedures 57 23.5 Consolidation 57 23.6 Enforcement 57 23.7 Fees and Costs 58 23.8 Interim Relief 58 23.9 Award 58 23.10 Confidentiality 58 24. MISCELLANEOUS PROVISIONS 58 24.1 Remedies 58 24.2 Governing Laws 58 24.3 Entire Agreement 58 24.4 Successors and Assigns 58 24.5 No Third Party Beneficiaries 59 24.6 No Waiver 59 24.7 Survival 59 24.8 Severability 59 24.9 Notices 59 24.10 Vienna Convention 60 24.11 Counterparts 60 24.12 Confidentiality 61 24.13 Business Practices 61 24.14 Covenant of Good Faith and Fair Dealing 61


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

EXHIBITS


Exhibit A Scope Book

Exhibit B Communication and Management Protocol

Exhibit C Material Assignment Schedule

Exhibit D Site Description

Exhibit E List of Technical Data

Exhibit F Staffing Plan and List of Contractor' s Key Management and Construction Personnel

Exhibit G Baseline Contractor Schedule

Exhibit H ***

Exhibit I ***

Exhibit J ***

Exhibit K ***

Exhibit L Confidentiality Agreement


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

ENGINEERING, PROCUREMENT AND

CONSTRUCTION MANAGEMENT AGREEMENT

This ENGINEERING, PROCUREMENT AND CONSTRUCTION MANAGEMENT AGREEMENT (the " Agreement" ) is entered into as of the 15th day of December, 2008 (the " Effective Date" ), by and between DUKE ENERGY INDIANA, INC., an Indiana corporation having a place of business in Plainfield, Indiana (" Owner" ), and BECHTEL POWER CORPORATION, a Nevada corporation with a place of business in Frederick, Maryland (" Contractor" ). Owner and Contractor may be referred to individually as a " Party" and collectively as the " Parties" .

RECITALS WHEREAS , Owner has announced its intent to procure, construct, install and commission a new, nominally rated 630 MW integrated gasification combined cycle coal-fired electrical generation facility (the " Facility" ) to be located at the Edwardsport Site (as further described in Exhibit D attached hereto, the " Site" ) in Knox County, Indiana (the " Project" );

WHEREAS , Contractor is engaged in the business of designing, engineering, constructing and commissioning power generating facilities;

WHEREAS , the Parties, together with the General Electric Company, acting through its GE Energy business (" GE" ), have previously entered into (a) that certain Technical Services Agreement, dated as of February 13, 2006, and (b) that certain Technical Services Agreement, dated as of May 7, 2007 (collectively, as amended, the " Initial TSAs" ), pursuant to which Contractor and GE provided Owner (i) a Front-End Engineering and Design Study (a " FEED Study" ), which included a feasibility study for the construction of the Facility as well as a Facility design and a basis for determining the price for Contractor and GE to provide the engineering, design, procurement, construction and commissioning of the relevant portions of the Facility, and (ii) certain additional engineering services in support of the Project;

WHEREAS , following review of the FEED Study and the other work products delivered to Owner by Contractor and GE pursuant to the Initial TSAs, the Parties have mutually agreed to modify the scope of services to be provided by Contractor and GE with respect to the Facility and the price structure related thereto;

WHEREAS , as a result of such modification, Owner and GE have entered into an agreement pursuant to which GE will provide certain equipment and engineering services related to the Project;

WHEREAS , as an additional result of such modification, Owner and Contractor have entered into a non-binding Term Sheet, dated as of April 25, 2008 (the " Term Sheet" ), which provides the basis for negotiations between Contractor and Owner with respect to an agreement whereby Contractor would perform certain engineering, procurement and construction management services in connection with the Project;


RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

WHEREAS , the Parties have entered into a Technical Services Agreement, dated as of June 9, 2008 (the " Recent TSA" ), pursuant to which Contractor has commenced, on a limited notice to proceed basis, certain of the services described in the Term Sheet on the terms and conditions set forth in the Recent TSA; and

WHEREAS , the Parties now desire that Owner engage Contractor to perform engineering, procurement and construction management services in connection with the Project as set forth herein;

NOW, THEREFORE , in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows: 1. DEFINITIONS

The following capitalized words and phrases used in this Agreement shall have the following meanings unless otherwise noted:

*** shall mean ***. *** shall mean ***.

" Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such first Person at such time.

" Agreement" shall have the meaning set forth in the first paragraph above and shall include all Exhibits, and all amendments hereto (including, to the extent applicable, Change Orders).

" Air Permit" shall mean, collectively, the documents issued by the Indiana Department of Environmental Management, Office of Air Quality, related to and permitting the Significant Source Modification to Part 70 of the existing Operating Permit No. T083-7243-00003 issued to Owner on January 25, 2008.

" Assigned Job Duties" shall have the meaning set forth in Section 5.1 . " B&V" shall have the meaning set forth in Section 21.4(b) . " Baseline Contractor Schedule" shall mean the critical schedule of key dates and milestones for Contractor' s Scope of Services, including the Milestones, as of the Effective Date, as prepared by Owner and Contractor and attached hereto as Exhibit G , as amended from time to time pursuant to Article 9. " Borrowed Employees" shall have the meaning set forth in Section 5.1 . " Business Day" shall mean every Day other than Saturday, Sunday or a legal holiday recognized by the State.

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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

" ***" shall have the meaning set forth in Section 8.2 . *** shall mean ***.

" Certificate of Final Completion" shall have the meaning set forth in Section 11.3(e) .

" Certificate of Mechanical Completion" shall have the meaning set forth in Section 11.1(e) .

" Change" shall have the meaning set forth in Section 9.1 .

" Change in Law" shall mean a change to a Law, or a change in the binding interpretation or application of a Law by the cognizant executive or judicial authorities having jurisdiction thereof, after the Effective Date that results in an increase in costs for Contractor to perform the Services, as affected to comply with such change, which increase in costs Contractor would not have incurred but for this Agreement; provided , however , that a " Change in Law" shall not include (a) any change to a Law that is enacted by any Government Authority prior to the Effective Date but, by its terms, does not come into effect until after the Effective Date or (b) any change to any Law, or a change in the binding interpretation or application of a Law by the cognizant executive or judicial authorities having jurisdiction thereof, that governs the manner in which Contractor performs its obligations under this Agreement.

" Change Order" shall have the meaning set forth in Section 9.3 .

" CM ISBL Work" shall mean that portion of the work, including re-work, in connection with the Project that is " inside the battery limit," namely the gasification island, power block, flare system and cooling tower, and above the ground and above the finished foundations, including all such work to be performed or provided under the Owner Contracts, as such work is further described in Part I of the Scope Book.

" Communication and Management Protocol" shall mean the Communication and Management Protocol to be followed by Owner and Contractor attached hereto as Exhibit B . " Competitors of Contractor" shall mean each of *** and their respective Affiliates (other than any such Affiliate that, before becoming such an Affiliate, was a Permitted User).

" Confidentiality Agreement" shall mean that certain confidentiality letter agreement, dated as of June 9, 2008, by and between Owner and Contractor attached hereto as Exhibit L .

" Construction Management Services" shall have the meaning set forth in Section 3.4(a) .

" Construction Phase" shall have the meaning set forth in Section 18.2 .


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

" Contract Price" shall mean the sum of (a) the *** and (b) the ***, as such amounts may be adjusted by Change Orders in the manner set forth herein.

" Contractor" shall have the meaning set forth in the first paragraph above and shall include its successors and permitted assigns.

" Contractor Default" shall have the meaning set forth in Section 19.1 .

" Contractor Indemnitees" shall have the meaning set forth in Section 13.2 .

" Contractor EP Schedule" shall mean the critical schedule of key dates and milestones relating to the Engineering Services and the Procurement Services to be performed by Contractor hereunder (including the Milestones related thereto) as prepared by Contractor, and as modified or updated from time to time by Contractor in accordance with Section 6.2.2 of Part I of the Scope Book and Section 7.1 herein.

" Contractor' s Houston Office" shall mean the office of Contractor located at 3000 Post Oak Road, Houston, Texas 77056.

" Contractor' s Project Manager" shall mean the Person whom Contractor designates in Exhibit F to issue and receive communications on Contractor' s behalf under this Agreement. " Contractor' s Site Representative" shall mean the Person whom Contractor designates in Exhibit F to represent Contractor at the Site.

" Contractor' s Steering Committee Members" shall mean the two (2) executives of Contractor designated by Contractor to represent Contractor on the Steering Committee.

" Control" shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, as a trustee or executor, by contract or credit arrangement, or otherwise, or (b) the ownership, directly or indirectly, of fifty percent (50%) or more of the equity interest in a Person.

" CPCN" shall mean the Certificate of Public Convenience and Necessity issued to Owner by the IURC authorizing Owner to begin construction of the Facility.

" CPR Rules" shall have the meaning set forth in Section 23.2 .

" Day" shall mean a calendar day, including Saturdays, Sundays, and holidays.

" Defects" shall have the meaning set forth in Section 12.2 .

" Design Documentation" shall have the meaning set forth in Section 3.5 , and in each case excluding any Technical Data.

" Dispute" shall have the meaning set forth in Section 23.1 .

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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

" Dispute Resolution Meeting" shall have the meaning set forth in Section 23.2 .

" Documentation" shall mean collectively (a) all drawings, specifications, reports, studies, plans, manuals, schedules, analyses, recommendations, estimates and other documents, and the data therein, in printed or electronic format, that are prepared in the performance of the Services and delivered, or required hereunder to be delivered, to Owner, including Design Documentation, and (b) all " Work Product" as defined in the Recent TSA.

" Effective Date" shall mean the date set forth in the first paragraph of this Agreement.

" Engineering Services" shall have the meaning set forth in Section 3.5 .

" Environmental, Safety and Health Plan" shall mean that certain Site Environmental, Safety and Health Plan, which, among other things, addresses unsafe and undesirable behavior for environmental matters (U.S. Environmental Protection Agency and any applicable State agency), health matters (industrial hygiene and employee health hazard prevention/mitigation) and safety matters (including work safety and fitness for duty), for the Project, Rev. 5, as amended, restated or supplemented from time to time. " Estimate" shall mean ***.

" ***" shall have the meaning set forth in Section 8.3(a).

" Facility" shall have the meaning set forth in the Recitals.

" FEED Study" shall have the meaning set forth in the Recitals. ***

" Final Completion" shall have the meaning set forth in Section 11.3 .

" Final Completion Date" shall mean the date on which Final Completion actually occurs, as determined in the manner set forth in Section 11.3(e) .

" Final Payment Invoice" shall have the meaning set forth in Section 8.6 .

" Financial Institutions" shall mean any party entering into a loan agreement, guarantee, note, indenture or security agreement with Owner or its Affiliates in relation to the Facility, including arrangements relating to interest rate or currency hedging and arrangements relating to the construction or permanent financing or refinancing of the Facility.

***

" Force Majeure" shall mean, with respect to a Party, (i) unanticipated causes beyond its reasonable control (actions of Affiliates and subcontractors of a Party will be deemed to be under the control of that Party); or (ii) acts of God (including fires, earthquakes, floods, hurricanes, tornadoes, earthquakes, lightning, pandemic, epidemics and other natural


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

calamities), severe weather conditions, strikes or other labor disturbances except those involving only employees of Contractor (unless they are a part of a national or international strike or other national or international labor disturbance), war (declared or undeclared), or riots, in each case, which actually delays or prevents a Party' s performance hereunder. For the avoidance of doubt, local strikes and other local labor disturbances involving employees of Contractor that are not a part of a regional, national or international strike or other national or international labor disturbance shall not be deemed to be Force Majeure. Force Majeure shall not include inability to pay.

" GE" shall have the meaning set forth in the Recitals. " GE Change Review Board" shall mean GE' s " Project Manager" under the GE Equipment Contract and Owner' s Project General Manager.

" GE Equipment" shall mean the power generation, gasification island, power island and related equipment to be provided pursuant to the GE Equipment Contract.

" GE Equipment Contract" shall mean the Contract for the Sale of Power Generation, Gasification Island and Miscellaneous Power Island Equipment and Related Services, dated as of December 20, 2007, by and between Owner and GE.

" Government Approvals" means all permits, licenses, authorizations, consents, decrees, waivers, privileges and approvals from and filings with any Government Authority required for or material to the development, financing, ownership, construction, operation or maintenance of the Facility in accordance with this Agreement, including the CPCN and other work permits, environmental permits, licenses and construction permits. " Government Authority" shall mean any federal, state, county, city, local, municipal, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

" Hazardous Materials" shall mean substances defined as " hazardous substances" pursuant to Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601(14)); those substances defined, identified or listed as " hazardous waste" pursuant to Section 1004(5) or Section 3001 of the Resource, Conservation and Recovery Act (42 U.S.C. Section 6901 or 6921); those substances designated as a " hazardous substance" pursuant to Section 311 (b)(2)(A) or as a " toxic pollutant" pursuant to Section 307(a)(1) of the Clean Water Act, as amended (33 U.S.C. Section 3121(b)(2)(A) or Section 1317(a)(1)); those substances defined as " hazardous materials" pursuant to Section 103 of the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et seq .); those substances regulated as a " chemical substance or mixture" or as an " imminently hazardous chemical substance or mixture" pursuant to Section 6 or 7 of the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2605 or Section 2606); those substances defined as " contaminants" pursuant to Section 1401 of the Safe Drinking Water Act, as amended (42 U.S.C. Sections 300f), if present in excess of permissible levels; those substances regulated pursuant to the Oil Pollution Act of 1990 (33 U.S.C. Sections 2701 et seq .); those substances defined as a " pesticide" pursuant to Section 2(u) of the Federal


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

Insecticide, Fungicide, and Rodenticide Act as amended by the Federal Environmental Pesticide Control Act of 1972 and by the Federal Pesticide Act of 1978 (7 U.S.C. Section 136(u)); those substances defined as a " source" , " special nuclear" or " by-product" material pursuant to Section 11 of the Atomic Energy Act of 1954, as amended (42 U.S.C. Section 2014); those substances defined as " residual radioactive material" in Section 101 of the Uranium Mill Tailings Radiation Control Act of 1978, as amended (42 U.S.C. Sections 7901); those substances defined as " toxic materials" or " harmful physical agents" pursuant to Section 6 of the Occupational Safety and Health Act, as amended (29 U.S.C. Section 651); those substances defined as " hazardous air pollutants" pursuant to Section 112(a)(6), or " regulated substance" pursuant to Section 112(r)(2)(B) of the Clean Air Act, as amended (42 U.S.C. Section 7412(a)(6) or Section 7412(r)(2)(B)); those substances listed as " extremely hazardous substances" pursuant to Section 302(a)(2) of the Emergency Planning & Community Right-to-Know Act of 1986 (42 U.S.C. Section 11002(a)(2)); and those other hazardous substances, hazardous wastes, toxic pollutants, hazardous materials, chemical substances or mixtures, imminently hazardous chemical substances or mixtures, contaminants, pesticides, source materials, by-product materials, residual radioactive materials, toxic materials, harmful physical agents, air pollutants, regulated substances, or extremely hazardous substances defined, listed or identified in any regulations promulgated pursuant to any environmental Law, and all other contaminants, toxins, pollutants, hazardous substances, substances, materials and contaminants, toxic and hazardous materials, the use, disposition, possession or control of which is regulated by one or more Laws.

" HR Issues" shall have the meaning set forth in Section 5.1 .

" HR Policies" shall have the meaning set forth in Section 5.1 .

" Indemnified Party" shall mean Owner Indemnitees or Contractor Indemnitees, as applicable.

" Initial TSAs" shall have the meaning set forth in the Recitals. " IURC" shall have the meaning set forth in Section 21.4 . " Laws" shall mean, at any date of determination, all statutes, laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, agreements, and regulations of any Government Authority, including all applicable codes, standards, rules and regulations of the State, in effect on such date, including all Government Approvals. " Lien" shall mean any lien, mortgage, pledge, encumbrance, charge, security interest, defect in title, or other claim filed or asserted in connection with the Project by or through Contractor, a Subcontractor or any other third party under the control of Contractor (provided that neither the Managed Vendors nor GE shall be construed to be " under the control" of Contractor) or any Subcontractor against the Facility, the Site, the Owner Equipment, the GE Equipment or any other structure or equipment at the Site.

" License Continuation Fee" shall have the meaning set forth in Section 19.5(c)(ii) .


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RESTRICTED DUKE-BECHTEL CONFIDENTIAL INFORMATION

" Managed Vendors" shall mean the suppliers of Owner Equipment or Owner Services pursuant to the Owner Contracts.

" Material Assignment Schedule" shall mean the Material Assignment Schedule attached hereto as Exhibit C , as amended or supplemented from time to time in accordance with Section 3.3(a) .

" Mechanical Completion" shall have the meaning set forth in Section 11.1 .

" Mechanical Completion Date" shall mean the date on which Mechanical Completion actually occurs, as determined in the manner set forth in Section 11.1(e) .

" Milestone" shall mean an activity or series of activities in the execution of the Services or the CM ISBL Work designated as a " Milestone" on the Baseline Contractor Schedule or the Contractor EP Schedule.

" Mine Remediation Reports" shall mean the " Mine Subsidence Evaluation, Edwardsport Power Plant, GAI Project Number: C040605" dated April 2005, and " Final Report, Edwardsport Mine Stabilization, Duke Energy, Edwardsport Generating Station, GAI Project Number: C060638.02" dated April 2008. " *** Payment Invoice" shall have the meaning set forth in Section 8.3(a) . " Monthly Progress Report" shall mean the written report Contractor delivers to Owner each month describing the progress in the Services and the CM ISBL Work achieved during the prior month, as provided in Section 3.9(a) .

" Non-Directed Change" shall have the meaning set forth in Section 9.1 .

" Notice of Final Completion" shall have the meaning set forth in Section 11.3(d) .

" Notice of Mechanical Completion" shall have the meaning set forth in Section 11.1(c) .

" NPDES Permit" shall mean the documents issued by the Indiana Department of Environmental Management, Office of Water Quality, related to the modification of the existing Edwardsport Generating Station NPDES permit number IN0002780 for the purpose of characterizing and permitting dischar
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