Memorandum of Understanding - Harbor Development Agreement This Memorandum of Understanding is entered into as of the ?ll day of May, 2019 (?Effective Date?) by and between BSW ProjectCo LLC, a Delaware limited liability company with of?ces located at One International Place, 100 Oliver Street, Suite 2610, Boston, Massachusetts ProjectCo?), THE CONNECTICUT PORT AUTHORITY (the a quasi-public agency of the State of Connecticut (the ?State?), with an address of 455 Boston Post Road, Suite 204, Old Saybrook, CT 06475, Attn: Executive Director, and Gateway New London LLC, a Delaware limited liability company, with of?ces located at 400 Waterfront Street, New Haven, Connecticut (?Gateway?). Each of Gateway, CPA, and BSW (as de?ned below) is sometimes hereinafter referred to as a ?Party? and, collectively, as the ?Parties?. WHEREAS, Gateway and CPA are the parties to a certain Concession Agreement dated January 7, 2019 (?Concession Agreement?) with respect to the New London State Pier (?State Pier Facility?) under which Gateway intends to operate the State Pier Facility; and WHEREAS, the Concession Agreement anticipates an arrangement under which BSW ProjectCo or an af?liate will be a sub-tenant of the State Pier Facility (through a sublease with Gateway) for use of the State Pier Facility to support pre?assembly and load out of materials, equipment and components related to offshore wind power facilities, related electric transmission facilities and related equipment of BSW and its Af?liates Facilities?); and WHEREAS, the Parties are subject to certain other existing agreements set forth in an Agreement between BSW and Gateway entitled, ?Con?dentiality and Non? Disclosure Agreement?, dated July 20, 2018 (the ?BSW/Gateway and a Con?dentiality Agreement dated July 3, 2018, between BSW and CPA (the and together with the BSW/Gateway NDA, the Agreements?); and WHEREAS, CPA, Gateway, and BSW wish to establish further understandings and agreements regarding a proposed Harbor Development Agreement under which CPA will redevelop the State Pier Facility suf?cient to allow the Gateway operations under the Concession Agreement to proceed and the use of the State Pier Facility by BSW for OSW Facilities. NOW, THEREFORE, for good and valuable consideration received, the Parties agree as follows: 1.1 Diligent Efforts to Negotiate. The current business intent is for the HDA to contain the business terms set forth on Exhibit A (?Term Sheet for Harbor Development and Sublease Agreements?) attached hereto (the ?Term Sheet?), together with such other terms and provisions as are customary in such documents and may be acceptable to the Parties hereto. Parties mutually covenant and agree to use diligent commercial efforts to cause the HDA to be rendered in the form of fully executed de?nitive documents by July 1, 2019, (the ?De?nitive Documents Deadline?). This MOU is intended only as an expression of the Parties? mutual understanding regarding the subject matter hereof, and except for Section 1.5 which shall be binding on the Parties hereto, this MOU shall not be legally binding upon the Parties hereto. If this MOU is terminated in accordance with its terms, then the obligations under this MOU except as set forth previously, shall terminate as of the date of such termination. The consummation of the transactions set forth herein shall 19302341-v6 EXECUTION COPY occur, if at all, only pursuant to the de?nitive transaction documents. The Parties agree to proceed with the implementation of the terms and provisions of this MOU on a good faith basis, and in a timely fashion, but in any event within ?fteen (15) days of full execution of this MOU, and to commence the negotiations of an HDA and Sublease Memorandum of Understanding and final Sublease (collectively, the ?De?nitive Documents?). The De?nitive Documents shall contain terms consistent with this MOU, and (ii) customary representations, warranties, covenants and indemnities, and will be drafted and executed as soon as reasonably practical, but in any event on or before August 1, 2019, with the understanding of the Parties that time is of the essence. It is also understood by the Parties that reasonable modifications or adjustments may occur during the negotiation of the Definitive Documents as a result of attorney input, project completion, or stakeholder input. Upon expiration of the period referred to in Section 1.2 hereof, this MOU shall be non-binding and neither Party hereto shall any further obligations (whether express or implied) hereunder except for the obligations set forth in Section 1.5, provided that the foregoing shall not relieve any Party for any liability relating to breach of this MOU during such period. 1.2 Non?binding. This MOU shall terminate in its entirety on August 1, 2019, unless extended by mutual agreement. If, notwithstanding the diligent efforts required in Section 1.1 above, the Parties do not enter into the De?nitive Documents before such date, neither Party shall have any obligation or liability to the other Party whatsoever pursuant to this MOU except for the obligations set forth in Section 1.5. 1.3 Consents and Approvals. The conditions precedent to the transactions contemplated hereunder and under the De?nitive Documents, include: receipt of all required third party consents as well as any permits/approvals, and obtaining any other required approvals; and receipt of all requisite approvals including approval of the transactions contemplated hereunder and under the Definitive Documents by the board of directors and the governing bodies of BSW and GT. 1.4 No Other Liability. Nothing in this MOU shall be deemed to constitute an offer, acceptance, agreement or agreement to agree regarding the potential transactions contemplated by this MOU, or to create any obligation whatsoever to enter into the potential transactions contemplated by this and in no event shall any Party be liable to the another Party for any special, indirect, incidental or consequential loss or damage whatsoever arising under or incurred in connection with this MOU. 1.5 No Joint Venture or Agency. The Parties are not forming a joint venture, partnership or any similar arrangement. No Party shall be deemed to be a representative, an agent or an employee of any other Party, or have any right or authority to take action that may bind the other Party, without the prior written consent of such other Party, which consent may be granted or withheld in such other Party?s sole and absolute discretion. Each Party shall bear its own costs and expenses in connection with this MOU and the drafting and negotiation of the Definitive Documents and the drafting and negotiation of the Definitive Documents. 1.6 Con?dentiality. The Parties acknowledge that unauthorized disclosure or other use of written material or information of any kind with respect to this MOU or the transactions contemplated by this MOU is prohibited, to the extent applicable, pursuant to the terms of the NDA Agreements, and (ii) this Memorandum of Understanding. The Parties shall each take appropriate precautions to 2 EXECUTION COPY inform its employees and independent contractors and consultants of such requirements. None of the parties hereto shall make any proactive public announcement about the transactions described in this MOU without providing the other parties such advance notice as is reasonable under the circumstances, unless such announcement is required by regulatory rules or by law (as reasonably determined by such Party?s legal counsel). Notwithstanding the foregoing, the Parties acknowledge that the CPA is subject to the Connecticut Freedom of Information Act and nothing herein is intended to contradict or limit the obligations of CPA under CT FOIA, the CPA intends to discuss the State Pier Facility and the Term Sheet in open session during the CPA Board Meeting on May 2, 2019 and to hold such other open public forums as the CPA deems appropriate (as to which discussions BSW and GT hereby acknowledge and consent), and to the extent that the Term Sheet or the HDA becomes the subject of a CT FOIA request to CPA, then CPA shall inform BSW and GT of such request, and consult with BSW and GT (and their counsel) on the appropriate scepe of response to such request, provided that the ?nal determination of such scope of response shall be up to CPA and its counsel, in their discretion. 1.7 Governing Law. This MOU shall be governed by the laws of the State of Connecticut, except that any con?ict of law rule that would require the application of the laws of any other state shall be disregarded. 1.8 Counterparts/Facsimiles. This MOU may be executed in counterparts and by facsimile signatures all of which shall be given the same force and effect as the original. In consideration of the above, the Parties have signed this MOU effective the date set forth below. The Parties warrant that the respective signing individual of that Party is fully authorized to execute this document on behalf of the Party. PAGE 3 EXECUTION COPY The Parties have caused this MOU to be executed as of the Effective Date. Gateway New London LLC By: I Nai?ne: Matthew Satnick Title: Authorized Representative BSW ProjectCo LLC By: Authorized Person By: Authorized Person Connecticut Port Authority By: Name: Evan H. Matthews Title: Executive Director Exhibit A - Term Sheet for Harbor Development and Sublease Agreements 4 EXECUTION COPY The Parties have caused this MOU to be executed as of the Effective Date. Gateway New London LLC By: Name: Title: BSW ProjectCo LLC AuthonzedPerscn Authorized Person Connecticut Port Authority BY- Name: Evan H. Matthews Title: Executive Director Exhibit A - Tenn Sheet for Harbor Development and Sublease Agreements EXECUTION COPY The Parties have caused this MOU to be executed as of the Effective Date. Gateway New London LLC By: Name: Title: BSW ProjectCo LLC By: Authorized Person By: Authorized Person Connecticut Port Authority Name: Evan H. Matthews Title: Executive Director Exhibit A - Term Sheet for Harbor Development and Sublease Agreements Term Sheet for Harbor Development and Sublease Agreement 1. Parties and Roles A. Gateway New London LLC, a Delaware limited liability company - Concessionaire of the New London State Pier. B. BSW ProjectCo LLC or an affiliate thereof proposed anchor tenant under sublease to GT, and successor to Deepwater Wind LLC . the Connecticut Port Authorit I Owner/deveio er. 1 l3 .5 (?Parties?) CPA, GT and BSW. E. HDA and Sublease Memorandum of Understanding to be developed in coordination with existing Concession Agreement dated January 7, 2019 Concession Agreement?). 11. Phase I: The Harbor Development Agreement will govern Parties? relationship until the CPA Work Scope is complete and the Sublease begins. A. CPA Work Scope 1. Improvements necessary to redevelop the State Pier for use as an offshore wind turbine generator hub (the ?Project? and the ?Redevelopment?) are described at Exhibit A Work Scope?). Project costs will include all costs directly related to the Redevelopment. a. Related costs include permitting, engineering, site assembly and design, and other services necessary to execute the Project. b. Related costs include GT Wind-Down Costs (as de?ned below). 0. Related costs will not include CPA internal costs, nor any other costs not directly related to the Project. CPA responsible for on?tirne ?turnkey? delivery of Project if BSW timely performs its funding obligations and ful?lls its obligations under the HDA and Sublease Agreement. B. Milestones Performance Schedule, Parties? Responsibilities, Proiect Delivery and Work Schedule 1. 2. 3. Milestones Performance Schedule is provided at Exhibit B. MPS hard deadlines. a. Extension/modi?cation by mutual agreement only. CPA responsibilities. a. CPA responsible for all elements of Project permitting, design, engineering and construction, and full ?on time? delivery of completed Project, with CPA to retain 100% of cost savings, and to fund 100% of EXECUTION COPY the cost of Project budget overruns. CPA shall not use CPA or State bond funds for purposes not authorized by the bond documents. CPA responsibilities include leading stakeholder outreach efforts, but with the support and in consultation with BSW and GT. 4. GT responsibilities. a0 ii. Mobilization demobilization to from State Pier in accordance with the Concession Agreement. Providing access to the site for the Redevelopment in accordance with the Concession Agreement. GT will make best efforts to relocate existing State Pier customers and operations to New Haven facility once the Redevelopment commences, subject to GT entering into commercial terms with such customers that are acceptable to GT in its sole discretion. Once construction of the Redevelopment begins, the Parties acknowledge that the Engineering Procurement Construction contractor Contractor?) may either take control of the State Pier during construction and require GT to vacate the property or require GT to remain at the State Pier during construction and provide services to the EPC Contractor in exchange for fees to be negotiated between GT and the EPC Contractor; provided that in the event that GT prudently incurs costs that are not reimbursed by the EPC Contractor ?xed annual insurance), such costs shall be treated as CAPEX of the Project and shall be reimbursed to GT on a basis. During construction of the Redevelopment, GT will not be required by the CPA to make ?xed payments or meet minimum variable revenue thresholds. During the period prior to the Redevelopment: minimum variable revenue thresholds will be reduced on a pro rata basis to re?ect the number of months during which the facility is unavailable due to construction. A pro rata portion of the initial fixed payment made by GT will be refunded by the CPA to GT, such refund to re?ect the portion of the 12 month period during which construction activities will be underway. Page 2 EXECUTION COPY GT will be reimbursed net costs incurred on a quarterly basis as operations are wound-down in preparation for construction of the RedeveIOpment Wind-Down Costs?) a) GT Wind~Down Costs will be included with Project costs as described in Section II.A.2. b) GT Wind-Down Costs will track the reasonable, actual, direct out?of?pocket costs incurred by GT during the period prior to the Redevelopment. c) Any revenues paid to GT during this period would be deducted from the GT Wind?Down Costs. d) GT will utilize best efforts to minimize costs and maximize revenues during the Idle Period. Project Delivery and Work Schedule a. Detailed break out of required permits, timing of permit application submittals, and all permit/agency related activities, including agency consultations; securing the use of lands suitable to construction contracts and any subcontracts, with all applicable deadlines. b. All activities in the PDWS to be tailored to achieve turnkey delivery of Project by MPS deadlines. 0. Parties to collaborate in developing PDWS. d. PDWS to be delivered by June 1, 2019 and agreed upon by June 15, 2019. e. GT mobilization de-mobilization and relocation of pier operations to New Haven to be included in PDWS. Parties will establish a Joint Technical Committee to monitor schedule progress. a. Joint Technical Committee will conduct weekly schedule update/progress meetings, with BSW represented by a minimum of two experienced project managers with major infrastructure projects experience. The Joint Technical Committee shall be comprised of such additional members as mutually agreed upon by BSW and CPA. b. BSW will fund an external consultant to act as the Project Manager for ii. execution of the Project and to chair the Joint Technical Committee. BSW will recommend such consultant to the CPA for review and acceptance prior to appointment. The agreed?upon Project Manager will equally represent the interests of BSW and the CPA and will take directions from Page 3 EXECUTION COPY BSW and the CPA through the actions and decisions of the Joint Technical Committee. 7. BSW will have reasonable and timely review and consultation rights for selection and administration of engineering and construction contracts. C. Funding and Financial Assurances 1. BSW Funding. The funding commitments of BSW are as follows: a. Base Case: The parties acknowledge that DWW previously committed to fund $15 million per the Connecticut Clean Energy RFP and $7.5 million per the Connecticut Zero Carbon RFP for an aggregate amount of $22.5 million Funding Commitment?). BSW shall fund a total of $87.5 million, consisting of: i. $22.5 million pursuant to the DWW Funding Commitment ii. $2.5 million to compensate CPA for lost revenue during construction, to be paid on execution of the HDAportion of DWW Funding Commitment; $32.5 million towards permitting, development and construction costs of the Project, to be funded in accordance with the MP8 and the Funding Sequence set forth below; iv. $30.0 million of lease payments to CPA under Sublease in equal $3.0 million annual payments (?Base Rent?) over the 10 year term. b. Award Contingent Increase?: If both BSW receives an award in a future CT offshore wind RFP and a PPA for such additional capacity is approved prior to December 31, 2019 (unless the parties otherwise agree on an alternate date), BSW will increase the Base Case funding commitment as follows: i. For an award of 200 MW or more, but less than 400 MW, BSW will fund an incremental $25,000 for each MW of capacity awarded million to $10 million) ii. For an award of 400 MW or more, BSW will fund an incremental $10 million 0. ?March 2022 Delivery Contingent Increase?: If the Project is delivered on~schedule and is ready for use by March 2022 (unless the parties otherwise agree on an alternate date), BSW will increase the Base Case funding by an incremental $10 million. 2. CT Funding: CPA and the CT Dept. of Economic Community Development shall fund $35.5 million during permitting, {wry-9977.Page4 EXECUTION COPY development and construction in accordance with the Funding Sequence set forth below. a. $10 million out of the $35.5 million will be funded by DECD through a fully forgivable no-interest loan to the CPA, but if the CPA is determined to be not an eligible party pursuant to Manufacturing Assistance Act (MAA), then, within thirty (30) days of such determination, BSW shall be designated the recipient of such loan. b. Terms of the MAA ioan will be negotiated between CPA and DECD, but are expected to include a minimum commitment related to jobs creation and capital spend associated with the transaction. c. If Project costs exceed the BSW Funding and CT Funding described above (?Excess Costs?), BSW shall have no responsibility therefor, and the CPA shall be responsible for arranging the funding for such Excess Costs, whether from the state or other CPA sources. (1. If Project costs are less than the BSW Funding and CT Funding described above, the BSW Funding shall remain unchanged i. The CT Funding shall be reduced to re?ect the bene?t of any cost savings. ii. BSW and CPA will discuss mechanisms by which the CPA will be assured that the bene?ts of effective cost management are retained by the CPA, rather than redirected to other CT uses. 3. Funding Sequence: a. Permitting, development and construction funding of the Project, as well as the lost revenue compensation described in Section II.C.l.a.i, will be made in the following sequence as Project costs are incurred, all subject to the MPS: i. BSW $2.5 million ii. DWW Funding Commitment $22.5 million CPA $25.5 million iv. DECD $10 million (MAA loan) V. BSW $32.5 million (remainder of Base Case BSW Funding, subject to contingency increase as expressly set forth above). b. Prior to ?nalizing the HDA, the Parties will agree upon a Project budget that includes the estimated timing of Project expenditures, which will be used to establish the estimated timing of BSW Funding and CT Funding. 4. The Parties will bear their own costs arising from the development and negotiation of the HDA and Sublease Agreement, provided that upon {w72499772} I 7 Page 5 EXECUTION COPY execution and delivery of the HDA, BSW shall pay CPA $220,000 (within 10 business days of execution of the MOU) to defray certain CPA costs previously incurred. The Parties will agree upon reasonable financial assurances to address these funding commitments. D. Missed Milestone 1. If a MP8 milestone deadline is missed: a. CPA will and diligently commence and prosecute remedies. If a MP8 milestone deadline is missed prior to receipt of all permits and the milestone is not achieved within a reasonable and to be agreed upon cure period, then i. The parties will meet and use all diligent commercial efforts to revise HDA and Sublease Agreement and reach agreement upon a reduced scope project scale (?Feeder Barge Project?), it being anticipated that pursuant to such revisions: a) The CPA Work Scope will be reduced to eliminate ?lling the central channel between piers, but to nevertheless support the utilization of WTG ?feeder barges? by early 2022; b) BSW Funding will be reduced to the remaining unfunded portion of the $22.5 million DWW Funding Commitment; c) The DWW Funding Commitment shall be deemed reallocated to the Feeder Barge Project; d) Duration of BSW Sublease will be reduced to the duration of the initial construction campaign through the completion of the Revolution Wind Project (unless the parties otherwise agree on an alternate date); 6) BSW shall have exclusive use of the State Pier during its Sublease as set forth herein; and f) During periods of no wind activity, GT, BSW and CPA shall work cooperatively to market the State Pier to other users, and provided, further, GT and BSW shall use their respective best commercially reasonable efforts to market the State Pier. ii. In the event that the HDA and Sublease cannot be so revised, notwithstanding such diligent commercial efforts, then CPA Page 6 EXECUTION COPY and BSW have each the right to terminate their respective obligations under the HDA and Sublease Agreement, and a) BSW will not seek a refund of funding already spent; and b) Upon payment by BSW of any remaining unfunded Deepwater Wind $22.5 million commitment, BSW shall thereby be released from any further obligations related thereto. In the event that CPA is subsequently able to remove all impediments to constructing the Project as originally intended (including fill of the central channel), then CPA shall so notify BSW and GT and the parties will meet and use all diligent commercial efforts to revise HDA and Sublease Agreement to reinstate the Project scope and economics as fully as practicable. 3. If a MP8 milestone deadline is missed following receipt of all permits and the milestone is not achieved within a reasonable to be agreed upon cure period: a. BSW has the right to either: i. Terminate its obligations under the HDA and Sublease Agreement, or ii. Not terminate the HDA and Sublease Agreement but any material adverse impact to BSW would be offset, subject to an agreed upon cap, against future amounts owed to CPA. a) BSW shall have the option to step in and fund amounts not funded by CPA, and to provide resources, materials and labor, as more fully to be set forth in the HDA. . In either case, BSW will not seek a refund of funding already spent. 4. Genuine events of force majeure that cause a milestone to be missed will not trigger the BSW rights described above. In the event of a PM event, the milestone dates shall be adjusted day for day without penalty. BSW shall have no rights as set forth above if a material Event of Default by BSW under the HDA has occurred and is continuing. a. Failure to obtain permits per MP8 is not a PM event. E. Termination rights 1. BSW has termination rights described above under ?Missed Milestones? except where a material Event of Default by BSW has occurred under the HDA and Sublease Agreement. I Page 7 F. G. EXECUTION COPY Exclusivity 1. BSW shall have exclusive rights to utilize the State Pier for its offshore wind activities, except as otherwise speci?cally provided in the HDA. 2. In periods where BSW is not utilizing the State Pier, GT and BSW will collaborate to remarket the facility to other customers, including other offshore wind developers. a. GT and BSW will prioritize remarketing to other offshore wind deveiopers. b. GT and BSW will establish the sublease fee payable from other customers who desire to lease all or a portion of the facilities during an Idle Period (as de?ned in Exhibit C). c. Any sublease fee paid by other customers during an Idle Period will be payable to BSW. d. Sublease fees collected by BSW from other customers exceeding $4 million per year will be shared with the CPA proportional to the Project cost capital investment by the Parties. The HDA shall require that the parties con?rm (at the completion of the Project), their total respective Project cost capital contributions; provided that the DWW Funding Commitment shall be excluded from total. c. Any such remarketing of the use of the State Pier shall done in consultation and collaboration with CPA. Announcements 1. Parties to agree on press releases and announcements at an agreed upon time. Phase II Sublease with GT A. 10-year Sublease Agreement of the entire facility, to co-exist with GT Concession Agreement, with the following extension options: 1. Initial extension option: one seven-year extension option under which BSW pays CPA $3.0 million annually adjusted for to suggest index; comparable to Subsequent extension option: BSW to have extension options at commercially reasonable rates. In the event that parties cannot reach agreement on such market terms, CPA shall not be obligated to extend the term. GT Concession Agreement gives GT an exclusive leasehold and the exclusive rights to perform as the operator of the State Pier and in this role to provide various services for BSW and its turbine manufacturers: these services and fees are set forth on the Summary of GT terms set forth on Exhibit C. Page 8 EXECUTION COPY GT will not be required by the CPA to meet minimum ?xed or minimum variable revenue thresholds. In the event of a Concessionaire Event of Default as de?ned in Section 15 of the Concession Agreement, the Sublease will provide BSW with non?disturbance, attornment, and new lease provisions from CPA or its agent equivalent to the rights and responsibilities it had in the original lease. BSW will have the right to access the Port Facilities with its contractors, sub- contractors, and affiliates subject to commercially typical Terminal Operation Rules and Regulations (to be issued by GT and which shall be satisfactory to CPA) of general application to all Terminal occupants. 1. As more particularly set forth in the Concession Agreement, CPA shall not be liable for incidents arising from port access or use of the facility by third party vendors, nor responsible for facility maintenance. Host community payments 1. BSW will honor host community commitment by paying $750,000 annually to the City of New London during the ?rst two years of offshore wind construction activities. 2. BSW will negotiate a host community agreement with the City of New London to address the period beginning with the third year of offshore wind construction activities. 3. Host community payments shall be exclusively between BSW and the City of New London. Page 9 EXECUTION COPY Exhibit A WTG- Specific Improvements Attached are preliminary drawings prepared by the CPA showing necessary improvements to redevelop the State Pier for use as an offshore wind turbine generator hub. Exhibit Milestone Performance Schedule Exhibit Summary of Gateway Terms I Page 10 Exhibit Milestones Performance Schedule EXECUTION COPY Key Milestone Description Deadline Major permit applications submitted by CPA Required state and Federal permit applications are submitted by CPA (CT DEEP and USACE) N.B. Federal dredge area issue] May 3, 2019 Harbor Development Agreement executed De?nitive Documents executed by CPA, BSW and GT July1,2019 Permits ?nancing deemed complete Receipt of written con?rmation from state and Federal permit agencies that applications are both administratively and technically complete; CPA con?rms legislative authority or equivalent in place for its ?nancing obligations August 1, 2019 Construction contract(s) executed by CPA All required construction contracts are executed; expected to be contingent on receipt of permits; Notice to Proceed would be tied to permit issuance November 1, 2019 1 Phase 1 Permit approvals received Phase 1 approvals needed to commence construction of onshore activities, bulkhead over?sheeting, and dolphin pile removals are received (local, state, Federal) December 1, 2019 Phase 1 construction commenced Ground breaking for Phase 1 construction activities December 1, 2019 1 Assumes EPC contract executed prior to anticipated start of construction (demolition and upland grading) in December 2019. These activities expected to be either non?jurisdictional or subject the Phase 1 permitting by CT DEEP and/or USACE. {w7249977.2) Page 11 EXECUTION COPY Key Milestone Description Deadline Permitting feasibility determined2 [Receipt of appropriate governmental actions necessary to enable permitting of Project] December 31, 2019 Phase 2 Permit approvals received Phase 2 approvals needed to commence construction all remaining/planned activities, not covered by Phase 1 permit approvals (local, state, Federal) June 1, 2020 Phase 2 construction commenced Ground breaking for Phase 2 construction activities June 1, 2020 Construction is complete and BSW enters site Turnkey handoff date on which BSW enters Site to make use of facility as WTG construction hub not for alternative use) March 1, 2022 2 NTD: These terms have been added to address recently identified risk regarding Federal permitting; this issue has not yet been resolved between the Parties. Page 12 EXECUTION COPY Exhibit GT Terms Description fees du-ri?g?acuve aberrations 3 -- . Role of OEM 0 Original Equipment Manufacturer (OEM) or their contractor/ shipping agent will be the responsibie party for requesting services at the State Pier during active operations. Stevedoring 0 Parties shall agree upon a [rate sheet] that sets forth the detailed terms of Stevedoring services number of GT employees supporting a standard gang) 0 $600 Standard Gang labor rate escalated 2% annually 0 S690 Lashing Gang labor rate escalated 2% annually 0 Finalization of rates subject to negotiations - Stevedoring fees shali be payable by OEM Shorehandling 0 Parties shall agree upon a [rate sheet] that sets forth the detailed terms of Shorehandiing services number of GT employees supporting a standard gang) $500 Standard Gang labor rate escalated 2% annually $818 Standard Gang overtime rate escalated 2% annually Finalization of rates subject to ILA negotiations Shorehandling fees shall be payable by Wharfage Wharfage is calculated on inbound cargo as per published port tariff at USD 1.45 per manifested metric ton (MT) and payable by developer unless otherwise agreed. 0 Commencing with second year of Pier operations, this rate is subject to adjustment for annual CPI. Dockage - Dockage is calculated on inbound cargo vessels as per published port {m2499?72} I I Page 13 Description tariff at USD 0.39 per net registered ton (NRT) and payable by OEM unless otherwise agreed. 0 Dockage is calculated on outbound installation vessels as per published port tariff at USD 0.39 per NRT and payable by developer unless otherwise agreed. 0 Commencing with second year of Pier operations, this rate is subject to adjustment for annual Storage 0 Storage is calculated on cargo staged on terminal land as per published port tariff at USD 2.00 per MT per day in excess of 30 days free time and payable by developer unless otherwise agreed. 0 Commencing with second year of Pier operations, this rate is subject to adjustment for annual CPI. Pre?assembly mobilization period 0 Site made ready for occupation by OEM no less than 90 days prior to start of Installation Period. 0 Developer to provide 60 days? notice. Site security 0 Operator to provide site security. 0 Costs are paid by OEM on a cost/plus basis. Warehouse management 0 Example of possible additional service requested by the OEM. 0 Costs are paid by OEM on a cost/plus basis. Site maintenance 0 Example of possible additional service requested by the OEM. - Costs are paid by OEM on a cost/plus basis. Waste management 0 Example of possible additional service requested by the DEM. - Costs are paid by OEM on a cost/plus basis. {Win-59977.2} Page i4 EXECUTION COPY EXECUTION COPY 3 Description Electricity water 0 Electricity and water shall be charged based on actuai consumption covering inbound cargo vessels and payable by OEM unless otherwise agreed. 0 Electricity and water shall be charged based on actual consumption covering site operations and equipment and payable by OEM unless otherwise agreed. 0 Electricity and water shall be charged based on actual consumption covering outbound installation vessels and payable by Developer unless otherwise agreed. Equipment management Example of possible additional service requested by the OEM. Costs are paid by DEM on a cost/plus basis. Ad Hoc Services Additional services may be requested by the OEM. Costs are paid by OEM on a cost/plus basis. Scope of activities a to use best efforts to: during active 0 Maximize utilization of State Pier for offshore wind operations activities during active operations, 0 Maximize utilization of State Pier and its operator for WTG staging and load-out 0 Ensure GT has close engagement with the 0 Provide regular and timely updates to GT on ramp-up schedules and activities 0 GT to use best efforts to establish and maintain a flexible and prudent cost structure throughout operations and idle periods 0 To the extent that GT reasonably projects generating less than $5 million of revenue in the first year of active operations and 510 million of cumulative revenue over two years of active I I I I I Page 15 EXECUTION COPY Description Section activeoperatlons: operations, BSW shall have the following options: 0 Aliow GT to receive other cargo in addition to offshore wind equipment, while recognizing that BSW will have priority berthing and storage rights based on its vessel schedule I This option is conditioned upon GT having sufficient access to storage space at the State Pier or other alternative sites to receive other ca rgos Retain exclusive use of the State Pier, but pay an additional fee to GT (directly or via its-OEM) designed to minimize risk that prudently incurred direct costs do not exceed its revenues, the terms of which wili be negotiated in developing the Description Exclusive Rights 0 BSW shall have exclusive rights to utilize the State Pier for its offshore wind activities during the period of sublease. Remarketing - ln periods where BSW is not the State Pier (each an ?Idle Period?), GT and BSW will collaborate to remarket the facility to other customers, including other offshore wind developers. 0 GT and BSW will prioritize remarketing to other offshore wind {W7249977?2i I I I I Page 16 EXECUTION COPY Description seam developers 0 This collaboration will include BSW and GT establishing the sublease fee payable by other customers who desire to lease all or a portion of the facilities during an idle Period. 0 As further described in the term sheet between BSW and the CPA: 0 Any sublease fee paid by other customers during an idle Period will be payable to BSW, not GT or the CPA BSW will continue to pay the CPA the $3 million annual lease fee and will share in sublease revenues above a certain threshold as described in Section ELF. - Except for sublease payments, fees payable by other customers during an idle Period will be payable by these other customers to BSW will not share in these revenues 0 GT and BSW will collaborate with CPA and will use their best commercially reasonable efforts to remarket the State Pier during the idle Period. idle Period 0 No later than 12 months prior to the expected end date of its current Notification offshore wind operations, BSW will notify CPA and GT fthe latest date that it expects to end current operations (?Idle Period State Date Estimate?). - BSW will update its idle Period State Date Estimate 6 months and 3 months prior to the expected end date of its current offshore wind operations. 0 When BSW provides CPA and GT notice of the idle Period Start Date, it will also provide CPA and GT a good faith estimate ofthe duration of the idle Period. Long?Term Idle 0 BSW shall have the right to designate an idle Period that it expects to A A A A A Page 17 5 Description Sniperatariee? d'ering' Idle-Periodilsi) . .57 Period Notification persist longer than 24 months as a "Long?Term Idle Period?. BSW must provide GT at least 12 months? notice prior to the commencement of a Long~Term idle Period. Notification of a Long-Term idle Period may be made independently from notification of an idle Period 0 Notification of a Long-Term Idle Period may be made during a period of active operations. 0 Notification of a Long-Term idle Period may also be made during an idle Period. 0 in each case, the Long-Term idle Period will commence no earlier than 12 months after notification (?Long-Term Idle Period Start Date?) Active Period Notification BSW shall have the right to resume offshore wind activities after an Idle Period or Long-Term idle Period In the case of an Idle Period that has not been designated a Long-Term Idle Period, BSW will provide no less than 12 months? notice to CPA and GT that it will resume active operations. 0 This 12 month notice can be provided at any time after BSW has identified the Idle Period Start Date Window In the case of a Long?Term Idle Period: 0 BSW shall provide no less than 12 months? notice to CPA and GT that it will resume active operations, and BSW agrees that it will not request the resumption of active operations for at least 24 months after the commencement of a Long?Term Idle Period unless otherwise agreed by GT. Idle Period Fee In the case of an Idle Period that has not been designated a Long-Term Idle Period, BSW will pay GT an Idle Period Fee. Payment of the Idle Period Fee will commence at the Idle Period Start {Maseru} Page 18 EXECUTION COPY EXECUTION COPY Description 3 .l Date and end upon the earlier of the resumption by BSW of active wind operations or a Long?Term Idle Period Start Date. a The Idle Period Fee will be equal to direct costs incurred by GT during the idle Period 0 The idle Period Fee will track the actual direct costs incurred by GT during the Idle Period 0 Any revenues3 paid to GT during the Idle Period, including fees paid by OEMs or their shipping agents, would be deducted from the amount owed by BSW 0 GT will utilize best efforts to minimize costs and maximize revenues during the Idle Period 0 Except for the Idle Period Fee, BSW will owe no other fees or payments to GT. 3 NTD: GT and BSW to discuss de?nition of "revenues?. {m249977.2} A I I i A Page 19