WEIL:\97601032\12\80768.0023

AGREEMENT FOR SALE OF PROJECT EQUIPMENT

This Agreement (this “Agreement”), dated as of August 28, 2020, is entered into between the South Carolina Public Service Authority (“Santee Cooper”) and Westinghouse Electric Company LLC (“WEC”) (each a “Party” and collectively the “Parties”), and sets forth the terms and conditions of certain transactions regarding Equipment (as defined below) in connection with the project to design, procure, construct and test two AP1000 nuclear power plants (the “Project”) in South Carolina pursuant to the Engineering, Procurement and Construction Agreement, dated May 23, 2008, among WEC, Stone & Webster, Inc., South Carolina Electric & Gas Company (“SCE&G”) and Santee Cooper (as amended from time to time on or prior to the date hereof, the “EPC Agreement”). The Parties agree that this Agreement shall be binding upon and enforceable by the Parties with respect to the matters covered hereby.

Section 1. Sale of Equipment

a. The Equipment (as defined in the EPC Agreement) (the “Equipment”) will be sold in accordance with the terms of this Agreement. For the avoidance of doubt, (i) none of (A) the Sanmen RCP (as defined below), (B) the reactor coolant pump bearing Serial Number 508 that was previously sold for use in Haiyang Unit 2 or (C) the equipment listed on Schedule 3-A hereto constitutes Equipment for purposes of this Agreement and (ii) without limiting the representations set forth in Schedule 3 hereto in the paragraph captioned “Equipment Sales”, the Equipment only includes Equipment owned as of the date of this Agreement by one or both Parties.

b. The Equipment consists of: i. the six reactor coolant pumps identified in Schedule 1-A hereto

(each, an “RCP”, and collectively, the “RCPs”); ii. the Equipment identified in Schedule 1-B hereto (“Major Non-

Installed Equipment”); iii. the Equipment identified in Schedule 1-C hereto (“Major

Installed Equipment”); iv. the Safety Equipment (as defined below) as of any date of

determination (the Safety Equipment together with the RCPs and Major Non-Installed Equipment, “Non-Installed Subject Equipment”, and the Non-Installed Subject Equipment together with the Major Installed Equipment, the “Subject Equipment”); and

v. all Equipment other than the Subject Equipment (“Other Equipment”). For the avoidance of doubt, from and after the

2

WEIL:\97601032\12\80768.0023

third (3rd) anniversary of the date of this Agreement, any Temporary Safety Equipment (as defined below) that does not satisfy the criteria set forth in clause (y)(B) of the definition of “Safety Equipment” below shall automatically be deemed to be Other Equipment. “Safety Equipment” shall mean (x) prior to the third (3rd) anniversary of the date of this Agreement, the Equipment identified in Schedule 1-D hereto (the “Permanent Safety Equipment”) and Schedule 1-E hereto (the “Temporary Safety Equipment”), collectively, and (y) from and after the third (3rd) anniversary of the date of this Agreement, (A) the Permanent Safety Equipment together with (B) any Temporary Safety Equipment (1) that, as of such third (3rd) anniversary, has already been sold pursuant to the terms of this Agreement or (2) with respect to which, as of such third (3rd) anniversary, a final, executed and binding agreement has been entered into with a buyer (and such sale has been consented to by Santee Cooper in accordance with Section 9 of this Agreement); provided that, if the sale of any such Temporary Safety Equipment pursuant to an agreement contemplated by this clause (2) is cancelled by the buyer or otherwise not consummated by the deadline provided for therein, such Temporary Safety Equipment shall automatically cease to be deemed Safety Equipment from and after the later of (x) six (6) months after the date of such cancellation or expiration of such deadline and (y) the third (3rd) anniversary of the date of this Agreement. For the avoidance of doubt, “Major Non-Installed Equipment” and “Major Installed Equipment” are defined solely in this Agreement, and shall have no correlation to any defined terms used in the EPC Agreement, including the term, “Major Equipment,” as defined and used in the EPC Agreement.

c. To the extent necessary for any sale of a particular piece of Subject Equipment by WEC in accordance with this Agreement, the Parties will cooperate to transfer complete title to such Equipment to the buyer (it being understood that such cooperation may include, without limitation, subject to Santee Cooper’s written agreement, in its good faith discretion (reasonably exercised), on a case by case basis with respect to a particular sale of Subject Equipment, (i) Santee Cooper making representations as to title to WEC, (ii) Santee Cooper making representations as to title to the buyer and executing

3

WEIL:\97601032\12\80768.0023

the sale agreement with the buyer solely for such purpose, or (iii) Santee Cooper providing a limited power of attorney to WEC). If so requested by WEC with respect to a particular sale of Subject Equipment (other than a proposed sale as to which (1) Santee Cooper seeks a Consent Determination and the Arbitrator determines that (x) the proposed sale’s terms and conditions are not commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s good faith estimate of the WS Reimbursable Expenses expected to be incurred in connection with such sale), (y) WEC has violated this Agreement in effectuating such sale, or (z) the requirements of the final sentence of Section 9.f have not been satisfied or (2) Santee Cooper withholds its consent to a proposed Designated Sale (as defined in Section 9.b.ii.(1)) pursuant to Section 9.b.ii.(3)), Santee Cooper shall execute a Consent in the form of Exhibit B hereto.

d. During the five-year period commencing with the execution of this Agreement (the “Marketing Period”), WEC will be solely responsible for marketing and selling, and, subject to Section 2.d below, will use commercially reasonable efforts (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s good faith estimate of the WS Reimbursable Expenses expected to be incurred in connection with such sale) to sell, all Subject Equipment as provided herein. The marketing and sales of Subject Equipment hereunder is referred to as “Marketing and Sales Activities”. WEC will have no responsibility for, obligation to support in any way, rights with respect to or interest in the marketing or sale of, or proceeds from sale of, the Other Equipment.

e. All sales of Subject Equipment by WEC will be made at arm’s-length, including as to pricing, and will otherwise be consistent with the terms and conditions set forth on Exhibit A hereto. WEC shall use commercially reasonable efforts to have the buyers of the Subject Equipment pay those costs that would, in the ordinary course of business, be borne by a buyer of such Subject Equipment (including, without limitation, the costs identified in Schedule 2-C hereto) (such costs, “Buyer Costs”). For the avoidance of doubt, Buyer Costs do not constitute cash proceeds received from sales of Subject Equipment to third parties whether or not a buyer pays such costs directly or indirectly.

4

WEIL:\97601032\12\80768.0023

f. WEC hereby disclaims any claimed title to or interest in any of the Other Equipment, and Santee Cooper shall be free to use, sell, transfer or otherwise dispose of such Other Equipment without any obligation to WEC hereunder or subject to any restriction hereunder. WEC hereby represents and warrants that it is not in possession or control of any Other Equipment, other than (i) crane parts/materials located at its Shoreview facility and (ii) Other Equipment located at the facilities described in Schedule 2-D hereto (the “Other Facilities”). For the avoidance of doubt, no representation or warranty is made by WEC with respect to Other Equipment in the possession or control of Santee Cooper (or its affiliates, parents or subsidiaries) or located at facilities arranged by Santee Cooper (or its affiliates, parents or subsidiaries). Promptly, and in any event within 15 days following the date of this Agreement, WEC will provide Santee Cooper with a list of the Other Equipment located at its Shoreview facility and at the Other Facilities and will cooperate with Santee Cooper to allow (and, in the case of such Other Facilities in Minnesota and Canada, request that the owners of such facilities allow) Santee Cooper’s representatives or employees to visit the Shoreview facility and such Other Facilities and evaluate and inventory the Other Equipment located there.

g. Promptly, and in any event within 90 days following the later of (x) with respect to Other Equipment located at the Other Facilities, the date of this Agreement and (y) with respect to Other Equipment located at third party facilities other than the Other Facilities, the date Santee Cooper was made aware of the location of such Other Equipment, Santee Cooper will determine, with respect to the Other Equipment located at the Other Facilities or any such third party facility, whether to (i) remove such Other Equipment and transport it to the V.C. Summer site or such other location as Santee Cooper shall determine (all costs of such removal and transportation to be borne by Santee Cooper), (ii) arrange for such Other Equipment to be scrapped (at the expense of Santee Cooper) or (iii) continue the storage of such Other Equipment at such Other Facilities or such other third party facility (it being understood and agreed that all storage costs for such Other Equipment (x) located at the Other Facilities shall be at the sole cost and expense of Santee Cooper from and after the 91st day following the date of this Agreement or (y) located at any such other third party facility shall be at the sole cost and expense of Santee Cooper from and after the 91st day following the date Santee Cooper was made aware of the location of such Other

5

WEIL:\97601032\12\80768.0023

Equipment); provided, that with respect to any facility at which both Subject Equipment and Other Equipment are stored, storage costs from and after such 91st day (as applicable) will be allocated between WEC and Santee Cooper on a commercially reasonable basis (it being further understood that if WEC also is storing at any facility equipment that is neither Subject Equipment nor Other Equipment, WEC shall be solely responsible for the storage costs of such other equipment (which storage costs shall not be subject to the allocation contemplated by this proviso or the next sentence). Promptly following (i) with respect to any Other Facility at which both Subject Equipment and Other Equipment are stored, execution of this Agreement or (ii) with respect to any such other third party facility at which both Subject Equipment and Other Equipment are stored, the date Santee Cooper was made aware of the location of such Other Equipment, the Parties will discuss in good faith the allocation of the storage costs between those categories of Equipment. If the Parties do not agree upon such allocation within the applicable 90-day period, each Party shall, within five (5) Business Days following the expiration of such 90 day period, present in writing its view to the Arbitrator, who shall determine which Party’s proposed allocation is more commercially reasonable. The provisions of Section 9.j with respect to Reimbursable Expenses Audit Determinations shall apply mutatis mutandis to any such dispute. All such costs so allocated to the Other Equipment will be deemed WEC Santee-Related Expenses under the Agreement and shall be reimbursed by Santee to WEC within 30 days following receipt of an invoice from WEC or, if Santee Cooper establishes a direct storage arrangement with the facility owner, paid directly by Santee Cooper to such owner. Santee Cooper shall bear all storage costs of Other Equipment in the possession or control of Santee Cooper (or its affiliates, parents or subsidiaries) or located at a facility arranged by Santee Cooper (or its affiliates, parents or subsidiaries). In no event will Santee Cooper bear any storage costs with respect to Other Equipment located at WEC facilities, including its Shoreview facility. As used in this Agreement, “Business Day” means any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by law to be closed in the State of South Carolina or the State of New York.

h. Santee Cooper hereby represents and warrants that (i) it is not in possession or control of, and it has no knowledge of, any Subject Equipment that is not located at the Project site or, solely with respect

6

WEIL:\97601032\12\80768.0023

to Subject Equipment that was never delivered to the Project site, at the facilities of Curtiss Wright or other third party manufacturers; provided that no representation or warranty is made with respect to Subject Equipment in the possession or control of WEC (or its affiliates, parents or subsidiaries), (ii) Santee Cooper controls all Project site facilities at which Subject Equipment is stored and (iii) Santee Cooper has worked with Fluor since July 2018 to assess and implement preventative maintenance on certain pieces of equipment, which pieces were selected based on input and collaboration between Westinghouse, Santee Cooper, and Fluor.

i. Promptly, and in any event within 30 days following the date of this Agreement, WEC will notify Santee Cooper in writing of any Subject Equipment that WEC (or its affiliates, parents or subsidiaries) is in possession of, or that to WEC’s knowledge has otherwise not been delivered to the Project site, including the location of such Equipment.

j. The Parties acknowledge that they have entered into a letter agreement, dated as of April 10, 2020 (the “SNC Sale Side Letter”), memorializing their agreement with respect to the sale of the reactor cooler pump bearing Serial Number 516 (“RCP 516”) to Southern Nuclear Operating Company, as agent for Georgia Power Company (“SNC”) pursuant to the Purchase Agreement (as defined therein) (the “SNC RCP Sale”). The SNC RCP Sale was completed on May 1, 2020. The SNC RCP Sale will be treated as a sale of an RCP hereunder, and the Parties are, simultaneously with the execution and delivery of this Agreement, executing a joint written instruction to the “Escrow Agent” (as defined in the SNC Sale Side Letter), to cause the “Escrow Fund” (as defined in the SNC Sale Side Letter) to be released and Net Proceeds of the SNC RCP Sale to be distributed in accordance with the terms of this Agreement, as if the “Escrow Agreement” and “Escrow Agent” referenced in the SNC Sale Side Letter were the Escrow Agreement and Escrow Agent contemplated herein. Such joint written instruction will be delivered to such “Escrow Agent” immediately following the opening of business on August 31, 2020 (the first Business Day following the date of this Agreement).

Section 2. Marketing and Sales Activities

a. Santee Cooper and WEC will jointly visit the site in South Carolina to tag all of the Subject Equipment located there so that it is readily identifiable as Subject Equipment. WEC will develop an overall

7

WEIL:\97601032\12\80768.0023

marketing program, to be executed over the Marketing Period, for Equipment disposition with respect to all Subject Equipment (other than Major Installed Equipment). This will include development of a database for all Subject Equipment, a sales strategy, and identification of potential buyers. Such database will be updated and provided to Santee Cooper by WEC on a semi-annual basis. The activities contemplated in this Section 2.a will be commenced promptly and in any event within 30 days following the date of this Agreement. The parties will cooperate to complete the process of tagging all of the Subject Equipment, and WEC will, subject to cooperation by Santee Cooper, complete the initial database for the Subject Equipment, promptly and in any event within 60 days following the Parties’ completion of the process of tagging all of the Subject Equipment. WEC will complete the development of all other aspects of the initial marketing program promptly and in any event shall deliver such initial marketing program to Santee Cooper within 90 days following the date of this Agreement.

b. WEC will keep Santee Cooper informed of potential sales of Subject Equipment as provided for and in accordance with Section 9.

c. Santee Cooper will refer all inquiries with respect to the purchase of Subject Equipment to WEC and will not market or sell any of such Subject Equipment. Santee Cooper may propose to WEC a sale of Subject Equipment to a specified third party, and WEC will reasonably consider any such proposal.

d. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, WEC has no obligation to market or sell, or provide WEC Services with respect to, Major Installed Equipment (but may elect to do so consistent with the terms of this Agreement). Santee Cooper will have a prior approval right with respect to (i) the performance of any work at the Project site by WEC in preparation for a sale of Major Installed Equipment and (ii) the incurrence by WEC of costs in connection with the sale (including preparation for sale) of Major Installed Equipment and such approved costs shall not be subject to the limitations set forth in Section 8.

e. WEC will refer all inquiries with respect to the purchase of Other Equipment to Santee Cooper and will not market or sell any of such Other Equipment.

8

WEIL:\97601032\12\80768.0023

Section 3. WEC Responsibilities

WEC will provide the following services in connection with efforts to sell the Subject Equipment (the “WEC Services”) during the Marketing Period: a. Marketing and Sales Activities with respect to the Subject

Equipment; b. complying with any requirements as to any item of Subject

Equipment under the sale and purchase agreement for such item of Subject Equipment;

c. satisfying ASME/safety and quality requirements; d. preparing and qualifying Subject Equipment for resale such as

refurbishment, and engineering; e. starting on January 1, 2021, providing preventative maintenance

services in accordance with Section 8.c; f. removing Subject Equipment located at the Project site for

preparation for sale or delivery to buyers, but only pursuant to an executed sale agreement entered into in accordance with the terms of this Agreement, unless otherwise consented to by Santee Cooper in its sole discretion;

g. maintaining appropriate insurance to cover the Subject Equipment so removed from the Project site or otherwise in WEC’s control or stored away from the Project site;

h. complying with Project site access requirements; i. managing transportation logistics; j. satisfying new buyer requirements such as additional qualification or,

if agreed to by WEC, warranty; k. cooperating with Santee Cooper to transfer complete title to

Equipment to the buyers; l. the storage and preservation of the Subject Equipment currently

located at facilities owned or controlled by WEC or stored at a third party facility at the direction of WEC;

m. using reasonable efforts to protect the Subject Equipment from loss, theft or damage while and to the extent the Subject Equipment is located at facilities owned or controlled by WEC; and

9

WEIL:\97601032\12\80768.0023

n. complying with applicable law in performance of the above services, including with respect to handling of hazardous material.

All direct costs associated with the WEC Services that are within the categories set forth on Schedule 2-A (excluding preventative maintenance services) (“WS Reimbursable Expenses”), and all direct costs incurred by WEC with Santee Cooper’s prior written consent in connection with sales by Santee Cooper of Other Equipment (“WEC’s Santee-Related Expenses”), shall be considered “Reimbursable Expenses.” For the avoidance of doubt, (i) direct costs will not include any mark-up and (ii) Reimbursable Expenses do not include overhead costs or indirect costs, such as travel and meal costs (it being understood that costs under the categories listed in Schedule 2-A to this Agreement shall be deemed direct costs, and it being further understood that such direct costs include non-sales related, fully burdened direct labor costs (i.e., standard business unit and corporate overheads, without any added profit or fee, which overheads represent the costs associated with such labor, including employee fringe benefits, facilities, information technology, security and research and development)). WEC will maintain reasonable documentation (including, without limitation, the documentation described in Section 9.h) of its Reimbursable Expenses for the semi-annual audit described in Section 9. For the avoidance of doubt, WEC shall have no obligation to assist Santee Cooper in the sale of any Other Equipment or to incur expenses in connection therewith.

Section 4. Santee Cooper Responsibilities

Santee Cooper will provide the following services in connection with efforts to sell the Subject Equipment (the “Santee Cooper Services”) during the Marketing Period: a. the storage and preservation of the Subject Equipment currently

located at the Project site; b. providing Project site access and reasonable cooperation to WEC,

potential buyers, and their representatives during normal business hours upon reasonable advance notice, including for the purpose of inspection of Subject Equipment and related records and removal of Subject Equipment from the site;

c. maintaining the Project site facilities in South Carolina at which any of the Subject Equipment is stored, so long as such location is not within the control of WEC (or its affiliates, parents or subsidiaries) (it being understood that, as of the date hereof, none of WEC, its affiliates, parents or subsidiaries controls any Project site facility and

10

WEIL:\97601032\12\80768.0023

no Project site facility shall be deemed under WEC’s (or its affiliates’, parents’ or subsidiaries’) control without the prior written consent of WEC); it being understood that the services to be provided by Santee Cooper pursuant to this Section 4.c do not include preventative maintenance services, which are addressed in Section 4.f and Section 8.c;

d. cooperating with WEC to transfer complete title to Subject Equipment to the buyers;

e. using reasonable efforts to protect the Subject Equipment from loss, theft or damage while and to the extent the Subject Equipment is located at the Project site;

f. during 2020, providing preventative maintenance services in accordance with Section 8.c (during 2020 Santee Cooper shall provide to WEC the records maintained with respect to the provision of such services); and

g. maintaining appropriate insurance to cover the Subject Equipment at the Project site and comprehensive general liability insurance related to Project site access.

Section 5. Risk of Loss; Responsibility; Limits of Liability

a. Neither Party shall have liability to the other Party arising from or related to any failure or alleged failure to sell Equipment, so long as such first Party acts in a commercially reasonable manner in complying with its obligations under this Agreement with regard to the marketing of the Equipment and consummation of the sales of the Equipment.

b. Each Party will be responsible to and compensate the other Party for all losses, damages, liabilities, costs and expenses (including legal expenses) incurred by the other Party resulting from, arising out of or relating to (i) the first Party’s failure to transfer title to any Subject Equipment free and clear of any liens or encumbrances, and (ii) any failure of the first Party to comply with applicable law in the performance of the WEC Services or the Santee Cooper Services, as applicable.

c. In the event that any Subject Equipment with respect to which no sale agreement has been entered into has been damaged or lost, the Parties will share insurance proceeds in proportion to the applicable share of Subject Equipment sale proceeds they would have been entitled to respectively.

11

WEIL:\97601032\12\80768.0023

d. In the event that any Subject Equipment that has been sold but has not been delivered to the buyer has been damaged or lost and the buyer is entitled to any compensation, the insurance proceeds will be applied to satisfy the obligation to such buyer.

e. Subject to the South Carolina Tort Claims Act, S.C. Code Ann. §§ 15-78-10 et seq., which supersedes any other conflicting provision in this Agreement to the extent South Carolina law so requires, each Party will be responsible to defend and hold harmless the other Party and their respective affiliates and representatives from and against third party claims from any injury or death to natural persons or damage to or destruction of third party property to the extent arising from (i) the negligent or willful acts or omissions of such Party or their personnel/invitees acting within the scope of their employment or for which applicable law would otherwise hold them liable for such acts or omissions, (ii) any liens arising from nonpayment to any subcontractor in connection with such Party’s work and (iii) the release on or from the Project site of any hazardous materials, but only to the extent such release is due to such Party’s or its affiliates’, contractors’, representatives’, subcontractor’s or their personnel/invitees’ negligence or willful misconduct or for which applicable law would otherwise hold them liable for such acts or omissions.

f. Other than as set forth in Section 1.c, 5.b or 9.g, and subject to the following sentence, unless otherwise agreed in writing between the Parties for a particular sale of Subject Equipment, (i) Santee Cooper shall not make any representation or warranty or provide any indemnification directly to any buyer of Subject Equipment or any other third party and (ii) any liabilities to buyers of Subject Equipment in respect of any claims for failure to transfer good and marketable title to the Subject Equipment shall be borne by the Party that caused such failure to transfer good and marketable title; provided that if such failure is caused by both Parties such liabilities shall be borne by the Parties in proportion to their respective shares of the Net Proceeds of the disposition of the applicable Subject Equipment as set forth in Section 6. Unless otherwise agreed in writing between the Parties for a particular sale of Subject Equipment, liability that arises with respect to Subject Equipment following completion of the sale thereof by WEC related to additional services, warranties or other ongoing obligations shall be

12

WEIL:\97601032\12\80768.0023

borne solely by WEC and shall not impact, reduce, or otherwise affect the Net Proceeds subject to disbursement pursuant to Section 6.

g. Except as otherwise specifically provided in this Agreement (but without limiting the provisions of Section 1.c, 1.f, 1.h or 5.b or Schedule 3), neither WEC nor Santee Cooper makes any warranties or representations to the other hereunder concerning the Equipment, including as to value, anticipated sale proceeds or any other matter. Any estimate of sale proceeds or Equipment value heretofore or hereafter provided by either Party to the other Party may not be relied upon by such other Party.

Section 6. Share of Net Proceeds from Sales

Subject to closing of the sale of any item of Subject Equipment, the Net Proceeds (as defined below) from such sale will be distributed as follows:

Santee Cooper’s share WEC’s share

RCPs (identified in Schedule 1-A hereto)

60% on RCP 516 (sold

pursuant to the SNC RCP Sale); and 50% on all

other RCPs

40% RCP 516 (sold pursuant to

the SNC RCP Sale); and 50%

on all other RCPs

Major Non-Installed Equipment (identified in Schedule 1-B hereto)

50% 50%

Major Installed Equipment (identified in Schedule 1-C hereto)

90% 10%

Safety Equipment (identified in Schedule 1-D hereto and, on or prior to the third (3rd) anniversary of this Agreement, Schedule 1-E hereto (as further detailed in and subject to Section 1.b.v))

67% 33%

13

WEIL:\97601032\12\80768.0023

Other Equipment 100% 0%

“Net Proceeds” means the cash proceeds received from sales of Subject Equipment to third parties (excluding Buyer Costs) after reimbursement of the WS Reimbursable Expenses attributable to the sale of the applicable Subject Equipment (it being understood that WS Reimbursable Expenses, if any, not specifically attributable to an item of Equipment (but attributable in part to the Subject Equipment being sold) shall be apportioned on a commercially reasonable basis).

For the avoidance of doubt, WEC will have no right to receive any proceeds from any sale of Other Equipment.

Section 7. Sales & Management of Proceeds.

a. Equipment sales can proceed immediately upon execution of this Agreement consistent with, and as provided for in, this Agreement.

b. i . The Parties shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with Delaware Trust Company (the “Escrow Agent”) within ten (10) Business Days following the date of this Agreement. With respect to each sale of Subject Equipment, an amount equal to the gross proceeds from such sale of Subject Equipment shall be paid by the applicable buyer to the Escrow Agent to be held in the escrow account under the Escrow Agreement (the “Escrow Account”); provided, that if WEC received a purchase price deposit from the buyer in connection with the execution of a Purchase Agreement (as defined in Section 9.b.i), WEC shall transfer to the Escrow Agent simultaneously with the buyer’s payment to the Escrow Agent an amount equal to the deposit so received by WEC (which amount shall be considered part of the gross proceeds of such sale). Immediately following (and, to the extent practicable, on the same day as) receipt of such gross proceeds by the Escrow Agent, the Escrow Agent shall distribute (pursuant to a joint written instruction which each of WEC and Santee Cooper shall execute and deliver to the Escrow Agent no later than the first Business Day immediately preceding the closing of the sale of the applicable Subject Equipment (the “Closing Joint Written Instruction”)) to each of WEC (in respect of WS Reimbursable Expenses) and Santee Cooper (as an advance against its share of Net Proceeds of such

14

WEIL:\97601032\12\80768.0023

sale) (each, an “Advance Distribution”), subject to Section 7.c, an amount equal to the aggregate amount of WS Reimbursable Expenses attributable to the sale of such Subject Equipment that have, as of the date of the Closing Expenses Notice (as defined below), been paid or incurred by or invoiced to WEC (including any Reimbursable Expenses apportioned as provided in Section 6) (such WS Reimbursable Expenses, in each case, the “Closing Expenses”). If and to the extent the amount of WS Reimbursable Expenses reimbursed at the closing of the sale is reduced as a result of a Santee Cooper objection in accordance with Section 7.c, the amount of the corresponding Advance Distribution shall be reduced by the same amount.

ii. With respect to each sale of Subject Equipment, WEC will provide to Santee Cooper, at least seven (7) Business Days prior to the anticipated closing date of the sale, the amount of Closing Expenses (by category set forth on Schedule 2-A) that WEC has paid or incurred or for which an invoice has been received, together with reasonable documentation of such expenses (such as third party invoices, payment receipts or other evidence of payment or incurrence and, in the case of WEC internal expenses, a reasonably detailed calculation of the amount thereof) (together, the “Closing Expenses Notice”). The Closing Expenses Notice shall (x) include only expense categories that were included in the applicable Expense Estimate and such Supplemental WS Reimbursable Expense Categories (as defined in Section 7.c.i below) as may have been identified by WEC in accordance with Section 7.c.i below (and either not objected to by Santee Cooper or, if objected to, determined by the Arbitrator to constitute WS Reimbursable Expenses, in each case in accordance with Section 7.c.i below) and (y) indicate, with respect to each expense reflected therein (i) whether such expense was included in the applicable Expense Estimate or relates to a Supplemental WS Reimbursable Expense Category and (ii) if such expense was so included in the Expense Estimate, whether or not the amount of such expense increased from the amount set forth in such Expense Estimate. Santee Cooper’s receipt and review of the Closing Expenses Notice and such documentation shall not limit Santee Cooper’s right to initiate any Reimbursable Expenses Audit or, if applicable under Section 7.c.iv.B, any Deferred Objection (as defined in such Section).

15

WEIL:\97601032\12\80768.0023

c. i If, following the time WEC provides the Expense Estimate with respect to a sale of Subject Equipment, WEC determines that it expects to incur an expense (that would constitute a WS Reimbursable Expense) in connection with such sale in a category of expense that was not included in the Expense Estimate for such sale, WEC shall notify Santee Cooper in writing (such notice, a “Supplemental WS Reimbursable Expense Notice”) that it expects to incur such expense. The Supplemental Reimbursable Expense Notice shall indicate the Schedule 2-A category of such expense (each, a “Supplemental WS Reimbursable Expense Category”) and include WEC’s good faith estimate of the amount of such expense. If WEC delivers a Supplemental WS Reimbursable Expense Notice, Santee Cooper may, be delivering written notice to WEC and the Arbitrator (each, a “Supplemental WS Reimbursable Expense Dispute Notice”) not later than five (5) Business Days following receipt of the Supplemental WS Reimbursable Expense Notice, object to such expense (such objection to be made only on the grounds that such expense does not constitute a WS Reimbursable Expense). If Santee Cooper does not so object (or waives any such objection in writing), such expense shall be deemed to constitute a WS Reimbursable Expense; provided, that the amount thereof set forth in the Closing Expenses Notice shall remain subject to Section 7.c.ii, if applicable. If Santee Cooper so objects, Santee Cooper shall be deemed to have submitted the dispute to the Arbitrator for a binding determination and the Arbitrator shall make its binding determination within five (5) Business Days following the Arbitrator’s receipt of the applicable Supplemental WS Reimbursable Expense Dispute Notice. The Parties will, in connection with the Arbitrator’s consideration of the dispute, provide the Arbitrator such information as the Arbitrator reasonably requests. If the Arbitrator determines that the expense that is the subject of the dispute does not constitute a WS Reimbursable Expense, WEC may not include such expense in the Closing Expenses Notice or otherwise seek reimbursement of such expense.

ii. Notwithstanding the provisions of Section 7.b (but subject to Section 7.c.iv.B), (A) if the Expense Estimate (as defined in Section 9.b.i) with respect to a sale of Subject Equipment is $75,000 or more at the time of the signing of a Purchase

16

WEIL:\97601032\12\80768.0023

Agreement and the actual amount of WS Reimbursable Expenses set forth in the Closing Expenses Notice attributable to the sale of such Subject Equipment exceeds the amount included in the Expense Estimate by more than the greater of (x) 30% of the Expense Estimate or (y) $50,000 (the greater of such amounts, the “Objection Amount”, and the amount by which such actual amount of WS Reimbursable Expenses exceeds the sum of the Expense Estimate plus the Objection Amount, the “Above 75 Excess Amount”), Santee Cooper may, not later than five (5) Business Days following Santee Cooper’s receipt of the Closing Expenses Notice, object in writing (delivered to WEC, the Arbitrator and the Escrow Agent) to the reimbursement of an amount of WS Reimbursable Expenses less than or equal to the Above 75 Excess Amount, and

(B) if the Expense Estimate with respect to a sale of Subject Equipment is less than $75,000 at the time of the signing of a Purchase Agreement and the actual amount of WS Reimbursable Expenses set forth in the Closing Expenses Notice attributable to the sale of such Subject Equipment exceeds $75,000 and exceeds the amount included in the Expense Estimate by more than $50,000 (the amount by which such actual amount of WS Reimbursable Expenses exceeds the sum of the Expense Estimate plus $50,000, the “”Below 75 Excess Amount” and each of the Above 75 Excess Amount and the Below 75 Excess Amount, an “Excess Amount”)), Santee Cooper may, not later than five (5) Business Days following receipt of the Closing Expenses Notice, object in writing (delivered to WEC, the Arbitrator and the Escrow Agent) to the reimbursement of an amount of WS Reimbursable Expenses less than or equal to the Below 75 Excess Amount. iii. Any objection made by Santee Cooper pursuant to Section 7.c.ii

(or, if applicable as a result of the application of the provisions of Section 7.c.iv.B, Section 9.j.B) or Section 7.e shall set forth the specific expenses and the amounts thereof objected to and the reasons therefor (it being understood that (i) in the case of expenses, if any, in Supplemental WS Expense Categories, Santee Cooper may only object if there is an Excess Amount and only on the grounds that either (x) it was not commercially reasonable to incur an expense in that category or (y) the amount of such expense is not commercially reasonable taking into account all terms and conditions of the sale, (ii) in the case of

17

WEIL:\97601032\12\80768.0023

categories of expenses that were included in the Expense Estimate but the amounts thereof increased, Santee Cooper may object only if there is an Excess Amount, only to the increased amounts (and, accordingly, if the estimate of an expense did not increase Santee Cooper may not object to that expense) and only on the grounds that such increase (or the portion of such increase objected to) is not commercially reasonable taking into account all terms and conditions of the sale, and (iii) in no event may the aggregate amount of the objections in respect of a sale exceed the applicable Excess Amount.

iv. A. if and to the extent Santee Cooper so objects pursuant to Section 7.c.ii and in accordance with Section 7.c.iii, Santee Cooper shall be deemed to have submitted the dispute to the Arbitrator for a binding determination in advance of the next Reimbursable Expenses Audit, which the Arbitrator shall make within five (5) Business Days following the Arbitrator’s receipt of Santee Cooper’s written objection. The Parties will, in connection with the Arbitrator’s consideration of the dispute, provide the Arbitrator such information as the Arbitrator reasonably requests. If and to the extent the Arbitrator determines, applying the standards set forth in Section 7.c.iii, that disputed WS Reimbursable Expenses WEC is seeking are commercially reasonable, WEC and Santee Cooper shall, within two (2) Business Days of receipt from the Arbitrator of a writing evidencing such determination, jointly instruct the Escrow Agent in writing to distribute to each of WEC (in respect of the WS Reimbursable Expenses) and Santee Cooper (as an additional Advance Distribution) the amount so determined by the Arbitrator to be commercially reasonable. The Arbitrator’s determination, with respect to the disputed amount of each disputed expense shall be a “baseball-style” resolution such that the Arbitrator will determine which party’s proposed amount (in the case of Santee Cooper, the disputed amount of such expense and, in the case of WEC, the amount included in the Closing Expenses Notice) is the most commercially reasonable.

B. Without limiting the provisions of Section 7.c.iii, if and to the extent Santee Cooper has the right to object on the grounds of commercial reasonableness pursuant to Section 7.c.ii to expenses

18

WEIL:\97601032\12\80768.0023

included in the Closing Expenses Notice, but does not so object or waive in writing its right to object, Santee Cooper shall be deemed to have deferred its determination as to whether to make such objection (each, a “Deferred Objection”) to the time of the next Reimbursable Expenses Audit that it is permitted to initiate under Section 9.h, in which case the provisions of Section 9.j.B relating to such Deferred Objection and the commercial reasonableness of expenses shall apply to the applicable Excess Amount.

v. If the Expense Estimate with respect to a sale of Subject Equipment is less than $75,000 at the time of the signing of a sale contract and the actual amount of WS Reimbursable Expenses attributable to the sale of such Subject Equipment exceeds such Expense Estimate but is less than or equal to $75,000, Santee Cooper will not have the right to object to the reimbursement of such WS Reimbursable Expenses (but the expenses so reimbursed shall be subject to the Reimbursable Expenses Audit (with respect to validity and accuracy of expenses), if initiated by Santee Cooper). vi. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 7.c (other than 7.c.i, but solely with respect to whether or not an expense is a WS Reimbursable Expense) shall not apply to the sale of any item of Subject Equipment that is an RCP. vii. Notwithstanding the foregoing provisions of this Section 7.c, if the provisions of Section 9.b.ii are applicable to the sale of the Subject Equipment, the provisions of this Section 7.c shall apply only to the Other Expenses (as defined in Section 9.b.ii) attributable to the sale of such Subject Equipment and, as provided in Section 9.b.ii, all Designated Expenses incurred in such sale shall constitute WS Reimbursable Expenses (subject to the Reimbursable Expenses Audit and/or the Deferred Objection, if initiated by Santee Cooper).

viii. A. The Arbitrator may consult with one or more Industry Experts in making its determinations pursuant to this Section 7.c or Section 7.e. B. Santee Cooper and WEC will each bear their own costs, and equally bear the costs of the Arbitrator after a dispute is submitted to the Arbitrator, in each dispute submitted to the Arbitrator pursuant to this Section 7.c or Section 7.e. d. The Parties acknowledge and agree that it is anticipated that,

following the delivery by WEC of a Closing Expenses Notice with

19

WEIL:\97601032\12\80768.0023

respect to a sale of Subject Equipment (including following the closing of the sale), WEC may incur, or pay or receive invoices for, additional WS Reimbursable Expenses attributable to such sale. WEC shall submit to Santee Cooper and the Escrow Agent from time to time following the delivery of the Closing Expenses Notice invoices evidencing any such additional WS Reimbursable Expenses that were not previously reimbursed (accompanied by a certification that such expenses constitute WS Reimbursable Expenses) (together, an “Additional Expenses Notice”). On the seventh (7th) Business Day following each date on which Santee Cooper and the Escrow Agent receive an Additional Expenses Notice, the Escrow Agent shall distribute to WEC an amount equal to the amount set forth in such certification and to Santee Cooper the same amount as an Advance Distribution; provided, that the Escrow Agent shall not make such distributions if (and to the extent) Santee Cooper delivers to the Escrow Agent, WEC and the Arbitrator a written objection thereto (each, an “ Objection Dispute Notice“) that conforms with the requirements of Section 7.e below within five (5) Business Days, in each case following Santee Cooper’s receipt of the Additional Expenses Notice.

e. Santee Cooper shall not be entitled to, and shall not, object to the payment of WS Reimbursable Expenses in accordance with Section 7.d prior to the payment thereof unless Santee Cooper (i) believes (and so asserts in its written objection), with respect to an expense in a category of expense that was not included in the Expense Estimate and does not constitute a Supplemental WS Reimbursable Expense, that such expense does not constitute a WS Reimbursable Expense or (ii) would have been entitled to object to such expense pursuant to Section 7.c.ii (whether Santee Cooper would have been so entitled to be determined (x) based on the Expense Estimate, (y) as if the actual amount of WS Reimbursable Expenses set forth in the Closing Expenses Notice included the WS Reimbursable Expenses submitted pursuant to Section 7.d and (z) after taking into account any reduction, as a result of a determination made by the Arbitrator with respect to an objection theretofore made by Santee Cooper pursuant to Section 7.c.ii (or, if applicable as a result of the application of the provisions of Section 7.c.iv.B, Section 9.j.B) or this Section 7.e), of the amount of expenses reimbursed to WEC that WEC sought to be reimbursed). Disputes with respect to whether an expense constitutes a WS Reimbursable Expense shall be resolved as provided in Section 7.c.i. If Santee Cooper so objects pursuant to the foregoing clause

20

WEIL:\97601032\12\80768.0023

(ii), Santee Cooper shall be deemed to have submitted the dispute to the Arbitrator for a binding determination in advance of the next Reimbursable Expenses Audit, which the Arbitrator shall make within five (5) Business Days following the Arbitrator’s receipt of the applicable Objection Dispute Notice. The Parties will, in connection with the Arbitrator’s consideration of the dispute, provide the Arbitrator such information as the Arbitrator reasonably requests. If and to the extent the Arbitrator determines, applying the standards set forth in Section 7.c.iii, that disputed WS Reimbursable Expenses WEC is seeking to be reimbursed are commercially reasonable, WEC and Santee Cooper shall, within two (2) Business Days of receipt from the Arbitrator of a writing evidencing such determination, jointly instruct the Escrow Agent in writing to distribute to each of WEC (in respect of the WS Reimbursable Expenses) and Santee Cooper (as an additional Advance Distribution) the amount so determined by the Arbitrator to be commercially reasonable. The Arbitrator’s determination, with respect to the disputed amount of each disputed expense, shall be a “baseball-style” resolution such that the Arbitrator will determine which party’s proposed amount (in the case of Santee Cooper, the disputed amount of such expense and, in the case of WEC, the amount included in the Additional Expenses Notice) is the most commercially reasonable.

f. Within 30 days following the end of each calendar month, WEC will submit to Santee Cooper a statement (“Statement for Reimbursement”) setting forth the amount (paid or incurred, invoiced or estimated amount, as applicable) of each component of WS Reimbursable Expenses (other than the services related to preventative maintenance costs, which are covered by Section 8.c below) incurred in connection with all sales of Subject Equipment consummated during or prior to such calendar month (it being understood that WS Reimbursable Expenses, if any, not specifically attributable to an item of Equipment shall be apportioned on a commercially reasonable basis), in the following two separate categories: (i) WS Reimbursable Expenses (x) that have been paid pursuant to issued invoices or incurred by WEC or (y) for which invoices have already been issued to WEC (“WEC’s Paid/Invoiced Reimbursable Expenses”) (further indicating the amount of WEC’s Paid/Invoiced Reimbursable Expenses for which WEC has been reimbursed and the amount thereof remaining to be reimbursed), and (ii) WS Reimbursable Expenses for which WEC has estimates but invoices have yet to be issued (“WEC’s Estimated Reimbursable

21

WEIL:\97601032\12\80768.0023

Expenses”). Each such Statement for Reimbursement shall specify the item of Subject Equipment to which each particular expense applies as well as evidence of such expense (where available, in the case of WEC’s Estimated Reimbursable Expenses), including but not limited to, in the case of WEC’s Paid/Invoiced Reimbursable Expenses, third party invoices, payment receipts or other evidence of payment or incurrence.

g. After all of WEC’s Paid/Invoiced Reimbursable Expenses incurred in connection with completed sales of Subject Equipment have been satisfied or reimbursed (other than any such expenses the reimbursement of which Santee Cooper has objected to and as to which the Arbitrator has determined in Santee Cooper’s favor), and after deducting the sum of (x) WEC’s Estimated Reimbursable Expenses and (y) the amount of WS Reimbursable Expenses the reimbursement of which Santee Cooper has objected to and as to which the Arbitrator has not yet made a determination, distributions of the Net Proceeds (taking into account any Advance Distribution(s) previously made to Santee Cooper) shall be made in accordance with Section 6; provided, that all such distributions shall be made within 45 days following the end of the calendar month. The Parties shall, by joint written instruction to the Escrow Agent, cause the amounts held in the Escrow Account to be released and Net Proceeds to be distributed in accordance with the terms of this Agreement. Neither the reimbursement of any WS Reimbursable Expenses from the Escrow Account (pursuant to this Section 7.g or otherwise) nor Santee Cooper’s execution of any such joint instruction shall in any way limit Santee Cooper’s audit and objection rights set forth in Section 9.j, to the extent applicable. The Parties agree to instruct the Escrow Agent quarterly to distribute to each Party an amount equal to fifty percent (50%) of any interest income or other income earned under the Escrow Agreement and agree that each Party will bear fifty percent (50%) of the fees and expenses of the Escrow Agent under the Escrow Agreement.

h. Subject to the effect of any Reimbursable Expenses Audit or any Deferred Objection Determination (as defined in Section 9.j.B), all distributions to Santee Cooper pursuant to Section 6 and this Section 7 will be final and non-refundable (absent manifest error).

i. Solely with respect to RCP 516, WEC’s Paid/Invoiced Reimbursable Expenses in connection with such sale shall be deemed to be the expenses associated with RCP 516 as shown on Schedule 2-B hereto

22

WEIL:\97601032\12\80768.0023

and WEC’s Estimated Reimbursable Expenses shall be in the amount separately notified by WEC to Santee Cooper, which amount shall not cause the total WS Reimbursable Expenses for the SNC RCP Sale (the “SNC RCP Sale Reimbursable Expenses”) to exceed $2,400,000 (the “SNC RCP Sale Reimbursable Expenses Cap”). Santee Cooper shall not be entitled to audit the SNC RCP Sale Reimbursable Expenses in accordance with Section 9, if such expenses are consistent with the expenses set forth on Schedule 2-B hereto. For the avoidance of doubt, in no event shall the SNC RCP Sale Reimbursable Expenses exceed the SNC RCP Sale Reimbursable Expenses Cap, whether or not such expenses are consistent with the expenses set forth on Schedule 2-B hereto.

j. If a sale contract entered into in accordance with this Agreement is terminated between signing of such contract and the closing of the sale as a result of the exercise by WEC of the WEC Termination Right (as defined in Section 9.b.ii)), including without limitation at the direction of Santee Cooper, WEC and Santee Cooper will each be responsible for 50% of the WS Reimbursable Expenses paid or incurred by WEC in connection with such transaction.

k. Notwithstanding anything to the contrary set forth in this Section 7, if a Purchase Agreement with respect to Subject Equipment is terminated and WEC retains the deposit paid thereunder by the proposed buyer and the Subject Equipment that is the subject of such terminated sale is later sold by WEC in accordance with this Agreement, WEC shall not be reimbursed in such later sale for a WS Reimbursable Expense it incurred in the terminated sale if and to the extent the deposit was sufficient to reimburse WEC for such expense in the terminated sale. l. If requested by WEC following the date of this Agreement, Santee Cooper will consider and discuss in good faith a proposal from WEC to develop and agree upon an alternative approach adopting an alternative approval and execution approach for sales less than an agreed threshold, in light of, among other things, the relatively minor impact of (and the difficulty of calculating) expenses in such sales and the likelihood that such sales may require expedited turnaround.

Section 8. Reimbursable Expenses

a. To the extent the expenses included in each Statement for Reimbursement delivered pursuant to Section 7.f constitute Reimbursable Expenses and such expenses are applicable to Subject Equipment that has been successfully sold, the aggregate amount of

23

WEIL:\97601032\12\80768.0023

such expenses shall be WS Reimbursable Expenses, subject to challenge solely as set forth in Section 7 above or in Section 9.j.B below, and will be, subject to the limitations set forth in this Section 8, reimbursed solely from sale proceeds as and to the extent provided for in Section 6 and Section 7. This paragraph shall not apply to the preventative maintenance services costs covered by Section 8.c.

b. Within 30 days following each calendar month, WEC will submit to Santee Cooper an invoice for WEC’s Santee-Related Expenses for such month, if any, together with such supporting documentation as Santee Cooper may reasonably require. Santee Cooper shall review such invoice and, within 15 days following receipt of such invoice, shall notify WEC whether or not such invoice is approved and, if not approved, shall advise WEC of the reason for such disapproval; provided that Santee Cooper’s approval of any such invoice shall be withheld only (i) on the basis of manifest error, (ii) if WEC shall include in the invoice (1) any work that has not previously been approved in writing by Santee Cooper pursuant to the last paragraph of Section 3 or (2) any amount in excess of 110% of the amount previously approved in writing for the applicable work by Santee Cooper pursuant to the last paragraph of Section 3 or (iii) if WEC has not provided the required supporting documentation. If any such invoice is not so approved, WEC shall resubmit to Santee Cooper a corrected invoice for approval in accordance with the foregoing procedure. Not later than two (2) Business Days following approval by Santee Cooper of any such invoice for WEC’s Santee-Related Expenses, Santee Cooper shall reimburse WEC for WEC’s Santee-Related Expenses included in such approved invoice (it being understood that WEC’s Santee-Related Expenses shall not be deducted from or reduce Net Proceeds, and such reimbursement obligation is a direct obligation of Santee Cooper and not contingent on sales of Other Equipment or otherwise).

c. (i) During 2020, Santee Cooper shall be solely responsible for preventative maintenance services, and (ii) during each year following 2020, WEC shall be solely responsible for preventative maintenance services. On June 30, 2022, Santee Cooper shall pay to WEC $1.65 million in consideration of preventative maintenance services in 2022, and on each June 30 thereafter during the term of the Agreement (or, if such day is not a Business Day, the next succeeding Business Day), Santee Cooper shall pay to WEC an amount equal to $1.65 million increased by 3% each year (such that

24

WEIL:\97601032\12\80768.0023

the amount of the payment in 2023 will be approximately $1.7 million) in consideration of preventative maintenance services for the year in which such payment was made; provided that if, as a result of the sale of Subject Equipment, there is a material reduction in the level of preventative maintenance services provided by WEC, the parties will discuss in good faith whether and the extent to which the amount to be paid thereafter by Santee Cooper to WEC in consideration of preventative maintenance services should be reduced, it being understood that for purposes of the foregoing a material reduction in the level of preventative maintenance services provided by WEC shall be deemed to have occurred if WEC’s aggregate costs incurred and paid in providing such preventative maintenance services during any one-year period are in an amount less than $1.65 million.

d. Notwithstanding anything to the contrary contained in this Agreement, Santee Cooper will not bear more than an aggregate of $35 million of WS Reimbursable Expenses (the “Cap”) (it being understood that (i) Santee Cooper will be deemed to bear WS Reimbursable Expenses applicable to a sale of Subject Equipment in proportion to its share of the Net Proceeds of the sale of such Equipment (as set forth in Section 6), (ii) none of (w) the costs for preventative maintenance services described in Section 8.c, (x) WEC’s Santee-Related Expenses, (y) sales or use taxes not paid by the buyer or (z) costs associated with the Major Installed Equipment (including costs of removal or modification) shall be subject to or count towards the Cap and (iii) for the avoidance of doubt, Santee Cooper’s share of the SNC RCP Sale Reimbursable Expenses shall be subject to and count towards the Cap). For the avoidance of doubt, Santee Cooper will be responsible for or be required to bear expenses incurred by WEC in connection with Subject Equipment sales only to the extent specifically provided in this Agreement.

Section 9. Audit & Consent Rights

a. WEC will not have the right to consent to or receive notice of proposed or consummated sales of Other Equipment by Santee Cooper.

b. i. WEC shall provide Santee Cooper with (i) prompt advance written notice of each proposed Equipment sale transaction and any related transaction, which notice will include the proposed material terms of the Equipment sale transaction (including, without limitation, price, and ongoing obligations and liabilities) and any related transaction,

25

WEIL:\97601032\12\80768.0023

and, subject to Sections 9.b.ii and 9.n, a good faith estimate of the amount of WS Reimbursable Expenses (by category set forth in Schedule 2-A) expected to be incurred in connection with such sale transaction (each such estimate, as and if updated as provided below, an “Expense Estimate”), and will attach any letter of intent, term sheet or other writing setting forth those terms (to the extent any of the foregoing exist) (the “Consent Notice”), and (ii) prior to execution of a sales agreement for any such proposed transaction, a draft sales agreement for such proposed transaction (each, a “Purchase Agreement”), identified as such to Santee Cooper, for Santee Cooper’s review in accordance with the process set forth below, including a certification that WEC’s good faith estimate of the amount of WS Reimbursable Expenses expected to be incurred in connection with such sale transaction included in the Consent Notice remains the same or, if such estimated expenses have increased (in the aggregate) materially (it being understood that only an aggregate increase of $50,000 or more above the amount of the original estimate shall be deemed material) such certification cannot be made, a notice of the updated good faith estimate of the amount (by category set forth in Schedule 2-A) of WS Reimbursable Expenses expected to be incurred in connection with such sale transaction (the “Purchase Agreement Notice”). It is acknowledged and agreed that a Purchase Agreement may (but shall not be required to) include a provision requiring the buyer to provide a deposit to WEC and that if, in accordance with the Purchase Agreement, WEC retains such deposit (or a portion thereof) in connection with the termination thereof such deposit shall be solely for the account of WEC (subject to Section 7.k) and shall not constitute proceeds of sale under this Agreement (and Santee Cooper may not object to a Purchase Agreement on the grounds that it includes such a provision).

ii. (1) Notwithstanding anything to the contrary contained in this Agreement, if, in connection with any proposed sale of Major Non-Installed Equipment, WEC believes that Designated Expenses (as defined below) may be incurred and determines that it is unable to make a good faith estimate of Designated Expenses in one or more of the Designated Expenses categories, WEC will so advise Santee Cooper in the Consent Notice and the Expense Estimate for such proposed sale shall not be required to include an estimate of the Designated Expenses that WEC so determines it is unable to make (it being understood that WEC may determine it is able to make a good faith estimate of certain Designated Expenses, in which case WEC may include such estimate in

26

WEIL:\97601032\12\80768.0023

the Expense Estimate and if WEC is able to make a good faith estimate of all Designated Expenses in the Expense Estimate this Section 9.b.ii shall not apply to the proposed sale of such Major Non-Installed Equipment) (any such proposed sale of Major Non-Installed Equipment to which this Section 9.b.ii does apply is referred to herein as a “Designated Sale”). It is expressly understood and agreed that, if this Section 9.b.ii is applicable to a proposed transaction, any determination by Santee Cooper or the Arbitrator as to whether the terms and conditions of the proposed sale are commercially reasonable may not take into account the fact that WEC is unable to make a good faith estimate of Designated Expenses expected to be incurred in connection with such sale transaction. (2) WEC shall use commercially reasonable efforts to have the proposed buyer agree to include in the sale contract for any such proposed Designated Sale the right for WEC to terminate the sale contract (the “WEC Termination Right”) if the Estimated Designated Expense Percentage (as defined below) exceeds the Threshold Percentage (as defined below). (3) If the proposed buyer will not agree to include a WEC Termination Right in the sale contract and WEC nevertheless desires to proceed with the proposed Designated Sale transaction, WEC shall so advise Santee Cooper in writing in the Consent Notice and, in that event, notwithstanding the provisions of Section 9.c, Santee Cooper may (without limiting Santee Cooper’s right to object to proposed transaction in accordance with Section 9.c (but subject to the last sentence of Section 9.b.ii.(1))), withhold its consent to the proposed Equipment sale because the proposed buyer will not so agree and shall provide written notice to WEC to that effect within five (5) Business Days after receiving the Consent Notice. If Santee Cooper so determines to withhold its consent the proposed Designated Sale transaction shall not proceed and the dispute resolution provisions contained in Section 9 of this Agreement shall not apply to such determination. If Santee Cooper does not so withhold its consent, all Designated Expenses incurred in such sale shall constitute WS Reimbursable Expenses (subject to the Reimbursable Expenses Audit (if initiated by Santee Cooper)). (4) If the proposed buyer agrees to include a WEC Termination Right in the sale contract, promptly following the execution of the sale contract WEC shall request that the OEM inspect the Equipment and provide to WEC, as promptly as practicable, its estimate of the Designated Expenses for work to be performed by the OEM; provided, that if WEC

27

WEIL:\97601032\12\80768.0023

is the OEM WEC shall inspect the Equipment as promptly as practicable. Promptly following WEC’s receipt from the OEM of its estimate of the Designated Expenses for work to be performed by the OEM (or, if WEC is the OEM, promptly following WEC’s inspection of the applicable Equipment), WEC shall provide Santee Cooper with written notice (the “Estimated Designated Expenses Notice”) of the Estimated Designated Expense Amount and calculations of the Estimated Designated Expense Percentage and the Threshold Percentage. Any disputes with regard to such calculations shall be resolved by the Arbitrator within two (2) Business Days following receipt by WEC and the Arbitrator of written notice thereof from Santee Cooper. If the Estimated Designated Expense Percentage exceeds the Threshold Percentage, (i) WEC may, in its sole discretion, determine to exercise the WEC Termination Right and (ii) if WEC receives from Santee Cooper within five (5) Business Days after receiving the Estimated Designated Expenses Notice a written request for WEC to exercise the WEC Termination Right, WEC shall exercise the WEC Termination Right. If (x) the Estimated Designated Expense Percentage exceeds the Threshold Percentage and WEC does not exercise the WEC Termination Right or (y) the Estimated Designated Expense Percentage does not exceed the Threshold Percentage, all Designated Expenses incurred in such sale shall constitute WS Reimbursable Expenses (subject to the Reimbursable Expenses Audit (if initiated by Santee Cooper)). (5) At any time, WEC may request that Santee Cooper approve a Designated Expense and, upon such approval, such expense will constitute a WS Reimbursable Expense (subject to the Reimbursable Expenses Audit (if initiated by Santee Cooper)). (6) Defined Terms (A) “Designated Expenses” shall mean WS Reimbursable Expenses in one or more of the following categories: Rehabilitation, Repair, Recertification or Warranty; provided, that Designated Expenses may include only third party expenses unless WEC is the OEM for the applicable Equipment. (B) “Other Expenses” shall mean all WS Reimbursable Expenses that are not Designated Expenses. (C) “Estimated Designated Expense Amount” shall mean the amount of Designated Expenses estimated by the OEM for work to be performed by the OEM with respect to the applicable Equipment.

28

WEIL:\97601032\12\80768.0023

(D) “Threshold Percentage” shall mean, with respect to a sale transaction to which the provisions of this Section 9.b.ii are applicable, the excess of (i) 55% over (ii) the quotient (expressed as a percentage) of (x) the Other Expenses included in the Expense Estimate for the proposed sale divided by (y) the sale price of the Equipment set forth in the sale contract for such Equipment. (E) “Estimated Designated Expense Percentage” shall mean, with respect to a sale transaction to which the provisions of this Section 9.b.ii are applicable, the quotient (expressed as a percentage) of (x) the Estimated Designated Expense Amount divided by (y) the sale price of the Equipment set forth in the sale contract for such Equipment. (F) “OEM” shall mean, with respect to an item of Subject Equipment, the original equipment manufacturer of such Subject Equipment. c. Within five (5) Business Days after receiving the Consent Notice

pursuant to Section 9.b.i, Santee Cooper shall notify WEC in writing if it does not consent to the proposed Equipment sale; provided, however, that, except as provided in Section 9.b.ii, Santee Cooper may withhold its consent only in the event that it believes that the terms and conditions of the proposed sale are not commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and, subject to Sections 9.b.ii and 9.n, WEC’s good faith estimate of the amount of WS Reimbursable Expenses expected to be incurred in connection with such sale transaction), or that WEC has violated this Agreement in effectuating such sale. Within five (5) Business Days after receiving the Purchase Agreement Notice, Santee Cooper shall notify WEC in writing if it does not consent to the proposed Equipment sale; provided, that, except as provided in Section 9.b.ii, Santee Cooper may withhold its consent only in the event (x)(A)(1) it believes that the terms and conditions set forth in the draft Purchase Agreement (i) are materially inconsistent with the Consent Notice (in one or more respects that are adverse to Santee Cooper) or (ii) include additional material terms that are adverse to Santee Cooper and are not included in the Consent Notice or (2) WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to

29

WEIL:\97601032\12\80768.0023

be incurred in connection with such sale transaction has increased materially from the estimate set forth in the Consent Notice and (B) Santee Cooper believes that, as a result of the matter(s) set forth in clause (A), the terms and conditions of the proposed sale no longer are commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s revised good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction) or (y) the terms and conditions set forth in the draft Purchase Agreement fail to comply with the requirements set forth in Exhibit A.

d. If Santee Cooper provides written notice to WEC to the effect set forth in Section 9.c (such notice to include with reasonable specificity the basis for Santee Cooper’s belief) and the Parties cannot resolve such dispute, the Parties shall, within five (5) Business Days of such Consent Notice or Purchase Agreement Notice, as applicable, submit the dispute, along with statements of support not to exceed 5 pages (unless otherwise consented to by the Arbitrator (as defined below), to Noah Hanft (or another arbitrator mutually acceptable to the Parties in the event Mr. Hanft is unavailable, in which case the parties will request that Mr. Hanft recommend a mutually agreeable arbitrator in his stead) (Mr. Hanft or such other Arbitrator, the “Arbitrator”) for a binding determination (“Consent Determination”). In connection with a Consent Notice, the Arbitrator shall select and consult with at least one of the Industry Experts (as defined below) in considering the subject matter of the Consent Determination. Within five (5) Business Days of the Arbitrator’s receipt of the submission of a dispute relating to a Consent Notice to the Arbitrator, the Arbitrator shall, subject to Section 9.b.ii, determine whether the terms and conditions of the sale are commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction) and whether WEC has violated this Agreement in effectuating such sale. Within three (3) Business Days of the Arbitrator’s receipt of the submission of a dispute notice relating to a Purchase Agreement Notice to the Arbitrator, the Arbitrator shall determine (a) whether the terms of the proposed sales contract are

30

WEIL:\97601032\12\80768.0023

materially consistent with the Consent Notice (other than in one or more respects that are not adverse to Santee Cooper), do not include additional material terms adverse to Santee Cooper not included in the Consent Notice, and comply with the requirements of Exhibit A hereto and (b) in the event the basis for Santee Cooper’s objection is that WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction has increased materially from those set forth in the Consent Notice, whether the terms and conditions of the sale are commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price, and ongoing obligations and liabilities and WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction).

e. The Arbitrator shall be entitled to use his or her own expertise in determining such dispute or any other dispute under this Agreement. The Arbitrator is empowered to adopt such procedures and make such decisions or rulings as he or she sees fit. The Arbitrator is not required to give reasons for his or her determination. The determination of the Arbitrator shall be final and binding upon the Parties and, to the full extent permitted by law, the Parties agree to exclude any right to appeal or challenge the determination in any forum.

f. Subject to Section 9.b.ii, if the Arbitrator determines that the terms and conditions of the sale are not commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction) or that WEC has violated this Agreement in effectuating such sale, the proposed transaction shall not proceed. If the Arbitrator determines that the terms of the proposed sales contract are materially inconsistent with the Consent Notice (in one or more respects that are adverse to Santee Cooper), include additional material terms that are adverse to Santee Cooper and are not included in the Consent Notice or fail to comply with the requirements of Exhibit A hereto, the proposed transaction shall not proceed unless and until the proposed sales contract satisfies such requirements.

31

WEIL:\97601032\12\80768.0023

g. Unless the Arbitrator determines that the terms and conditions of the sale are not commercially reasonable (taking into account all terms and conditions of the sale, including, without limitation, price and ongoing obligations and liabilities and WEC’s good faith estimate of the amount of WS Reimbursable Expenses (other than Designated Expenses, if applicable) expected to be incurred in connection with such sale transaction) or that WEC has violated this Agreement in effectuating such sale, and subject to the final sentence of Section 9.f above, the proposed transaction shall proceed and Santee Cooper shall, if necessary in order to transfer title to the buyer, execute the sales contract (solely for such purpose) in the form approved by the Arbitrator within 10 Business Days of the Arbitrator’s determination.

h. Santee Cooper shall be permitted to conduct an audit on a semi-annual basis to verify the validity and accuracy of all WS Reimbursable Expenses incurred in the prior six months (the “Reimbursable Expenses Audit”) and, if and to the extent Santee Cooper had the right to object pursuant to Section 7.c.ii to the reimbursement of Reimbursable Expenses pursuant to a sale that was completed during such six month period but did not so object or waive its right to object, to submit its Deferred Objection for resolution by the Arbitrator (subject to the limitations set forth in Section 7.c.ii and Section 7.c.iii). WEC shall provide to Santee Cooper, within 30 days following the end of each semi-annual period, reasonable documentation of all sales and Reimbursable Expenses (including documentation of any and all warranties (including an attribution of costs thereto), whether provided by WEC or a third party, and third party documentation such as purchase agreements, invoices, evidence of payment, etc.), subject to appropriate confidentiality restrictions (the “Information Sharing Period”). Santee Cooper and WEC will each bear their own costs, and equally bear the costs of the Arbitrator after a dispute is submitted to the Arbitrator, in each Reimbursable Expenses Audit and each Deferred Objection.

i. In connection with each semi-annual Reimbursable Expenses Audit, Santee Cooper may conduct a reasonable audit of each Equipment sale by WEC and any related transaction consummated in the prior calendar year to determine whether WEC received or will receive consideration for the Equipment that nonetheless was not included in the purchase price for such Equipment (the “Consideration Audit”). WEC shall provide to Santee Cooper, within the Information Sharing

32

WEIL:\97601032\12\80768.0023

Period, all documentation relating to such sales and related transactions as Santee Cooper may reasonably request (including third party documentation such as purchase agreements, invoices, evidence of payment, etc.), subject to appropriate confidentiality restrictions. Santee Cooper and WEC will each bear their own costs and equally bear the costs of the Arbitrator in each Consideration Audit.

j. A. Any dispute arising out of or relating to a Reimbursable Expenses Audit shall be brought, if at all, within 30 days following expiration of the Information Sharing Period. Santee Cooper shall notify WEC in writing (in reasonable specificity) as to the basis for the dispute, and the Parties will engage in good faith discussions to resolve the dispute. If the Parties have not resolved a dispute within 30 days following receipt of notice thereof (the “Negotiation Period”), the Parties shall submit the dispute to be decided by the Arbitrator within five (5) Business Days of expiration of the Negotiation Period (“Reimbursable Expenses Audit Determination”); each Party shall present in writing its view of the costs to the Arbitrator within ten (10) days of the expiration of the Negotiation Period and the Arbitrator will make a final determination within thirty (30) days of the expiration of the Negotiation Period. B. If and to the extent Santee Cooper had the right to object pursuant to Section 7.c.ii to the reimbursement of Reimbursable Expenses pursuant to a sale that was completed during such six month period but did not so object or waive its right to object, Santee Cooper may, within 30 days following the expiration of the Information Sharing Period, by written notice to WEC and the Arbitrator, submit the dispute to the Arbitrator for a binding determination (each, a “Deferred Objection Determination”), which the Arbitrator shall make within five (5) Business Days following the Arbitrator’s receipt of Santee Cooper’s written notice. The Parties will, in connection with the Arbitrator’s consideration of the dispute, provide the Arbitrator such information as the Arbitrator reasonably requests. If and to the extent the Arbitrator determines, applying the standards set forth in Section 7.c.iii, that disputed WS Reimbursable Expenses WEC is seeking are commercially reasonable, no further action shall be taken in respect of such dispute (but such determination shall not affect Santee Cooper’s right to dispute the validity or accuracy of such disputed WS Reimbursable Expenses, to the extent provided in Section 9.h and Section 9.j.A). The Arbitrator’s determination, with

33

WEIL:\97601032\12\80768.0023

respect to the disputed amount of each disputed expense shall be a “baseball-style” resolution such that the Arbitrator will determine which party’s proposed amount (in the case of Santee Cooper, the disputed amount of such expense and, in the case of WEC, the amount included in the Closing Expenses Notice) is the most commercially reasonable.to present its objection. C. The Arbitrator may select and consult with at least one of the Industry Experts in considering the subject matter of the Reimbursable Expenses Audit Determination or Deferred Objection Determination. D. If and to the extent the Arbitrator makes a determination in favor of Santee Cooper pursuant to this Section 9.j, WEC shall, within five (5) Business Days of WEC’s receipt of such written determination, reimburse Santee Cooper in an amount equal to the aggregate additional distribution of Net Proceeds Santee Cooper would have received had the lesser amount of Reimbursable Expenses been used in calculating the applicable Net Proceeds distributed to Santee Cooper pursuant to Section 6.

k. The Arbitrator will have the authority to award attorney’s fees and costs in any determinations made by the Arbitrator pursuant to Section 7.c or Section 7.e or any Reimbursable Expenses Audit Determination, Deferred Objection Determination or Consent Determination, in each case if the Arbitrator determines that a Party acted in bad faith or in a manner that was not commercially reasonable.

l. Promptly, and in any event within 10 days, following the date of this Agreement, the Parties shall mutually agree on a list of at least three (3) “Technical Experts” and at least three (3) “Nuclear Business Experts” (each as defined in and satisfying the criteria set forth on Schedule 4 hereto), to be jointly designated for the Arbitrator to consult with as contemplated in Sections 7.c, 7.e, 9.d and 9.j (the “Industry Experts”), and shall notify the Arbitrator of such joint designation. If the Parties cannot agree on either or both lists of such industry experts within 10 days following the date of this Agreement, each Party will submit a list of up to five industry experts (with a description of the qualifications of each) for each applicable category, and the Arbitrator will select three persons from each such list to serve as Industry Experts hereunder. Until the later of the expiration of the Marketing Period and the resolution of any dispute

34

WEIL:\97601032\12\80768.0023

hereunder that has been submitted to the Arbitrator prior to such expiration and remains pending at the time of such expiration, neither Party may hire or compensate any such Industry Expert (other than reimbursement for their fees for time spent working with the Arbitrator as an Industry Expert as contemplated by this Agreement) in any capacity.

m. The determinations to be made by the Arbitrator pursuant to Section 7.c or Section 7.e or in any Reimbursable Expenses Audit Determination, Deferred Objection Determination or Consent Determination shall be governed by the law of New York, without regard to choice of law principles, and the site of the arbitration shall be South Carolina. If court action is required to enforce an Arbitrator’s determination, the Parties consent to the jurisdiction of the courts in the State of South Carolina, which courts shall be the exclusive venue for any such enforcement action.

n. Notwithstanding anything to the contrary contained in this Agreement, (i) in no event shall any good faith estimate by WEC of WS Reimbursable Expenses to be incurred in connection with a sale transaction be binding upon WEC and (ii) any determination as to whether the terms and conditions of a proposed sale transaction are commercially reasonable shall not take into account any WS Reimbursable Expense that, pursuant to Section 8.d, will not be borne by Santee Cooper.

Section 10. Sanmen RCP

Santee Cooper expressly acknowledges and agrees that the reactor coolant pump bearing Serial Number 515 provided by WEC to Sanmen Nuclear Power Corporation prior to the date of this Agreement (and, so long as the same is not one of the RCPs identified on Schedule 1-A hereto, any replacement pump provided by EMD (the manufacturer of the foregoing pump)) (the “Sanmen RCP”) does not constitute Equipment under this Agreement. In consideration of the agreements set forth herein, Santee Cooper hereby disclaims all interest, economic or otherwise, in the Sanmen RCP and any proceeds thereof.

Section 11. End Date; Termination

a. If, upon the expiration of the Marketing Period, any Equipment remains unsold, the Parties will discuss in good faith the disposition of such Equipment. Subject to the last sentence of this Section 11.a, unless the parties otherwise agree within 60 days following the expiration of the Marketing Period, (i) Santee Cooper will use

35

WEIL:\97601032\12\80768.0023

commercially reasonable efforts to dispose of remaining Non-Installed Subject Equipment for scrap or salvage value and will distribute proceeds of such disposal to WEC in proportion to WEC’s applicable share of the proceeds of the disposition of the applicable Equipment as set forth in the table included in Section 6, net of the fee charged to Santee Cooper by any third party engaged to dispose of such Equipment; provided, that the gross proceeds from the sale of such Equipment shall be paid by the applicable buyer to an escrow agent to be held in an escrow account under an escrow agreement agreed to by the Parties and (ii) title (if any) to remaining Major Installed Equipment held by WEC shall automatically be transferred to Santee Cooper (subject to customary protections in favor of WEC and its licensors with respect to intellectual property rights of WEC and its licensors relating to such Equipment, including confidentiality and a prohibition on reverse engineering and the transfer of any such rights to a third party) and Santee Cooper shall have no obligations to WEC to dispose of the remaining Major Installed Equipment. If Santee Cooper identifies a buyer for such Major Installed Equipment that is not a competitor of WEC, WEC will discuss in good faith with the potential buyer WEC providing access to intellectual property to such buyer comparable to what WEC (as a seller of like equipment) would provide to a similarly-situated buyer, on customary terms and conditions (including, without limitation, pricing). Santee Cooper will not utilize such Major Installed Equipment in a re-start of the Project other than in accordance with Section 14 of this Agreement. If Santee Cooper reasonably believes there is a possibility of re-starting the Project, it may notify WEC that it is deferring the disposal of remaining Non-Installed Subject Equipment for a period of 12 months, during which time the Parties, subject to Section 14 of this Agreement, will negotiate in good faith as to how remaining Subject Equipment may be deployed in connection with such re-start on mutually agreeable terms; provided, that if no explicit and separate agreement is reached by the end of such 12-month period, the provisions set forth in the first sentence of this Section 11.a relating to the Non-Installed Subject Equipment shall once again apply.

b. Upon expiration of the Marketing Period, neither Party shall have any obligation with respect to the WEC Services and the Santee Cooper Services, as applicable.

36

WEIL:\97601032\12\80768.0023

c. This Agreement may be terminated by either Party upon material breach of this Agreement by the other Party; provided that (i) notice of the alleged breach (setting forth in reasonable detail the basis for the assertion) shall be pr