**Exhibit 10(ee)**

** **

**CONTRACT AGREEMENT**

 

This Contract Agreement is made and effective as of October 27, 2004,by and between The Dayton Power and Light Company, a corporation of the Stateof Ohio, (hereinafter called Purchaser), with offices at US Route 52 (4 mileseast of Aberdeen), Aberdeen, Ohio, 45101, and Pullman Power LLC, a LimitedLiability Corporation of the State of Maryland, (hereinafter calledContractor), with offices at 1575 Universal Avenue, Ste. 230, Kansas City,Missouri 64120.  Wherever the word“Subcontractor” is used in this Contract, it shall be deemed to mean theContractor.  Purchaser and Contractor(collectively, the Parties) agree as follows:

 

In consideration of the mutual covenants contained herein and othervaluable consideration, receipt and sufficiency of which are herebyacknowledged, the Parties hereby agree as follows:

 

Contractor agrees to provide all adequate andcompetent labor, plus all materials, equipment, tools, supplies,transportation, supervision, technical and professional and other services anditems, and to perform all operations necessary and required for the completeperformance of the work (“Work”) for theJ.M. Stuart Station AQC Project, in accordance with Specification No.069685.71.0409 (the Specification).

 

Purchaser shall pay to Contractor, in themanner indicated within the Specification, for the complete and satisfactory performance of all theWork, a firm, fixed lump sum amount of $31,000,000.00, which the Contractor shall accept as full compensationtherefore.

 

Time is a materialconsideration of this Contract Agreement. TheWork shall be performed in accordance with the schedule provided within the Specification. The Parties agree that neither this Contract Agreement nor anyother portion of the Specification releases Contractor to proceed with anyportion of the Work described herein. Such release shall only be made by Purchaser’s issuance of a PurchaseOrder (or Purchase Orders) to Contractor, which may release Contractor for allor only a portion of the Work described herein. The commercial terms and conditions contained herein supercede the termsand conditions which are included with said Purchase Order.

 

IN WITNESS WHEREOF, Purchaser and Contractor have signed this ContractAgreement in triplicate.

 

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| ** ** | **  Pullman Power LLC** | ** ** |
|------------|-----------------------------------|------------|
|       | (Contractor)                      |       |
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| By         |                              |       |
|       | (Printed Name)                    |       |
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| By         |                              |       |
|       | (Signature)                       |       |
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|       | (Date)                            |       |
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|       |                              |       |
|       | Contractor Federal Tax ID Number  |       |

 

 
| ** ** | **  The Dayton Power and Light Company** | ** ** | ** **         |
|------------|----------------------------------------------------|------------|--------------------|
|       | (Purchaser)                                        |       |               |
|       |                                               |       |               |
|       |                                               |       |               |
| By         | **  **A. A. Farrell                      |       |               |   |
|       | (Printed Name)                                     |       | (Legal Dept.)      |   |
|       |                                               |       |               |   |
| By         |                                               |       |               |   |
|       | (Signature)                                        |       | (Purchasing Dept.) |   |
|       |                                               |       |               |   |
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|       | (Title)                                            |       |               |
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|       | (Date)                                             |       |               |
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| By         | **  **W. S. Wolff                        |       |               |
|       | (Printed Name)                                     |       |               |
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| By         |                                               |       |               |
|       | (Signature)                                        |       |               |
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|       | (Title)                                            |       |               |
|       |                                               |       |               |
|       |                                               |       |               |
|       | (Date)                                             |       |               |

 

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**BASIS OF CONTRACT**

 

GENERAL

 

This Basis of Contract coverscertain designated stipulations agreed upon during negotiations between TheDayton Power & Light Company (Purchaser) and Pullman Power LLC  (Subcontractor) for the furnishing of theConcrete Stack (the Work) for the J.M. Stuart Station AQC Project, inaccordance with Specification No. 069685.71.0405.

 

SCHEDULE

 

The agreed upon schedule for the Work is as detailed in Section 01100of the Specification.

 

PRICE

 

The agreed upon Total Firm Lump Sum Price for performing the Work is$31,000,000.00, as itemized in the Commercial Data Section.

 

The Total Firm Lump Sum Price does not include the cost of 100% Performanceand Payment Bonds.

 

The Total Firm Lump Sum Price includes all payroll and relatedcompensation taxes and does not include applicable state and local sales or usetax.

 

INVOICE ADDRESSES

 

Original invoices shall be sent to Purchaser’s Engineer at thefollowing address:

 

Black & Veatch Corporation (Agent forDP&L)

11401 Lamar Avenue

Overland Park, KS 66211

Attn. Carlin Knudsen, Asst. Project Manager

 

PURCHASER/ENGINEER CONTACT INFORMATION

 

Correspondence to Purchaser and to Black & Veatch Corporation(“Engineer”) shall be directed as stated in the Supplementary Conditions.

 

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SUBCONTRACTOR CONTACT INFORMATION

 

Correspondence to Subcontractor shall be directed as follows:

 
| Company: | Pullman Power LLC            |
|----------|------------------------------|
| Address: | 1575 Universal Ave, Ste. 230 |
|     | Kansas City, MO 64120        |
| Name:    | Mr. David Clary              |
| Phone:   | 816-231-7400                 |
| Fax:     | 816-241-5582                 |
| E-mail:  | dclary@structural.net        |

 

DELINEATIONS

 

Wherever wording in the Specification is printed with double underscorewith side bars, such wording has been added to the original text, and whereverwording is printed and struck through with side bars, such wording has beendeleted from the original text, both to reflect mutually agreed upon revisions.

 

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