1.

Capitalized terms not defined herein shall have the meaning set forth in the Contract.

2.

Pursuant to Section 9.5 of the Contract, Owner directed Kiewit to suspend the Work on the Plant as of the Effective Date (the “Date of Suspension”).

3.

Pursuant to the terms of the Contract, Owner owes Kiewit $7,934,615 (subject to the Dispute Resolution procedures referenced below), which amount includes $6,685,431 not previously invoiced for the agreed progress of the Work completed as of November 14, 2008, $241,159 for sales and use taxes, and $1,008,025 for the agreed progress of the Work completed as of December 31, 2008.  Such amount is due and owing to Kiewit as of December 31, 2008, and may be subject to adjustment which may be mutually agreed upon by Kiewit and Owner or determined pursuant to the Dispute Resolution procedures set forth in Article 18 of the Contract.  Such amount shall be paid by Owner to Kiewit in accordance with the payment schedule set forth in Section 12 below.  Nothing contained in the Change Order shall be deemed to constitute the creation of indebtedness of Owner under any of its loan documents and the amount owing hereunder arose in the ordinary course of business of Owner.

4.

In addition to the amounts Owner owes Kiewit in Section 3, the parties agree that Owner shall pay Kiewit the following:  (i) Kiewit’s costs, with no profit or mark-up to be paid by Owner, associated with the directed suspension of the work in the lump sum amount of $2,936,600, and (ii) $2,000,000 as an allowance for the amounts invoiced by Kiewit’s subcontractors and material subcontractors (collectively the “Subcontractors”) for such Subcontractors’ suspension costs, plus a mark-up of twenty percent (20%) of such invoiced costs (“Subcontractors’ Suspension Costs”), which amounts, to the extent not disputed by Owner, shall be paid by Owner to Kiewit in accordance with the payment schedule set forth in Section 12 below.  Such amount includes payment for the Suspension Services defined below.  Kiewit will work with Owner, and shall allow Owner to work with Kiewit’s Subcontractors (to the extent allowed under the terms of such subcontracts), in an effort to reduce the Subcontractors’ Suspension Costs.  Disputes regarding the validity or amount of the Subcontractors’ Suspension Costs

5.

If the total Subcontractors’ Suspension Costs exceed the allowance provided for in Section 4 above, the additional amount of Subcontractors’ Suspension Costs in excess of the allowance shall be added to the amount owed by Owner to Kiewit pursuant to this Change Order and shall be paid as an additional payment on June 30, 2009 in accordance with the provisions of Section 12 below.  If the total Subcontractors’ Suspension Costs do not exceed the allowance provided for in Section 4 above, Kiewit will credit the difference between the allowance and the actual Subcontractors’ Suspension Costs to the last amounts payable to Kiewit in accordance with Section 12 of this Change Order.

6.

Owner and Kiewit agree that the Work may be suspended for up to 180 days from the Date of Suspension (the “Suspension Period”).  If Owner is not in default of the payment obligations specified in this Change Order, Owner may terminate the Suspension Period and direct Kiewit to resume construction of the Work following the delivery to Kiewit of (i) 10 days advance written notice to resume the Work and (ii) reasonable evidence reasonably satisfactory to Kiewit that Owner can satisfy the remaining financial obligations of this Change Order and the Contract and (iii) payment in full of all remaining amounts payable under this Change Order (without consideration of the schedule in Section 12 below); provided, however, that nothing in this Change Order shall be construed to limit or restrict Kiewit’s entitlement to an equitable adjustment to the Contract Sum arising from the suspension (including costs associated with re-mobilization and rescheduli