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Re: Project Kiani
  DrKW Holdings Seller HGC Investment Acquisition HoldCo Company Target Group
 MIC Equity Investors
 Equity Contribution Facility A Facility B Facility C Senior
Credit Facilities Transaction




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Administrative Agent Term Sheet Commitment
Letter Lead Arranger Lenders
 Credit
Documentation
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Information Projections Closing Date
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Indemnified Party Claim provided however
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Tax Deduction
 Fee Letter provided, however, Act
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provided, however,
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Very truly yours,DRESDNER KLEINWORT WASSERSTEIN LIMITED.By:
    
    /s/ Jorge RodriguezName:
    
    Jorge RodriguezTitle:
    
    DirectorBy:
    
    /s/ Stein MelsboName:
    
    Stein MelsboTitle:
    
    Managing Director
 ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:MACQUARIE INFRASTRUCTURE COMPANY INC.By:
    
    /s/ Peter StokesName:
    
    Peter StokesTitle:
    
    Chief Executive Officer
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PROJECT KIANI
 STRICTLY PRIVATE & CONFIDENTIAL
 OUTLINE TERMS AND CONDITIONS
 LOAN FACILITIES TERM SHEET
 August 2005
  1. Facilities:
    
    In total USD 180,000,000 comprising:Facility A:USD 80,000,000 term loan facility;Facility B:USD 80,000,000 term loan facility;Facility C:USD 20,000,000 revolving working capital facility;2. Purpose:
    
    Facility Awill be available to part finance the Acquisition and costs (including finance fees,
commissions, costs and expenses) incurred by the relevant Borrower in connection with Facility A and the
Acquisition.Facility Bwill be available to part finance the Acquisition, and costs (including finance fees,
commissions, costs and expenses) incurred by the relevant Borrower in connection with Facility B and the
Acquisition.Facility C will be available to fund working capital and capital expenditures by the Borrower Group
that are allowable for rate base calculations.3. Borrower:
    
    Subject to paragraph 4:Facility A:HGC Holdings, L.L.C., a Hawaii limited liability company (HoldCo)Facility B:The Gas Company, L.L.C., a Hawaii limited liability company (OpCo)Facility C:OpCo4. Borrower Group:
    
    Each of the Borrowers set out above5. Shareholders and Ownership:
    
    HGC Investment, L.L.C., a Delaware limited liability company (ShareholderCo) will own 100% of the
issued
 
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shares in HoldCo, which in turn will own 100% of the issued
shares in OpCo.ShareholderCo will be 100% owned by Macquarie Investment Holdings Inc. (Macquarie).The Acquisition will be funded by an amount of equity to be no less than 39% of the purchase price.6. Acquisition:
    
    The purchase of ShareholderCo by Macquarie.7. Vendor:
    
    K1 Ventures Limited8. Mandated Lead Arranger:
    
    DrKW9. Bookrunner:
    
    Mandated Lead Arranger.10. Lenders:
    
    Mandated Lead Arranger (through its affiliates) and one or more other banks or financial institutions to
whom the Facilities may be syndicated.11. Facility Agent and Security Trustee:
    
    Mandated Lead Arranger.12. Account Bank:
    
    TBD13. Lenders Counsel:
    
    Orrick14. Report Providers:
    
    Technical & Regulatory: RJ Rudden/RW BeckEnvironmental: E3Legal: Le Boeuf, Lamb, Greene & MacRaeFinancial & Model Auditor: Ernst & YoungInsurance: Willis15. Signing Date:
    
    The date of signing the finance documents (Finance Documents) reflecting the provisions of this Term
Sheet, such documents to include, without limitation, a Facilities Agreement, an intercreditor
agreement, a Hedging Strategy Letter and Security Documents.16. Completion Date:
    
    The date on which the Acquisition is completed.
 
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17. Final Maturity Date:
    
    All Facilities: 7 years from the date of first drawdown of Facility A or B (whichever is earlier).18. Calculation Date:
    
    Each 31st March, 30th June, 30th September and 31st December.19. Availability Periods:
    
    Facility A:from the Signing Date up to and including the earlier of the Completion Date and the date
falling 14 months after the date of the Commitment Letter issued by DrKW. Amounts not drawn will be
cancelled.Facility B:from the Signing Date up to and including the earlier of the Completion Date and the date
falling 14 months after the date of the Commitment Letter issued by DrKW. Amounts not drawn will be
cancelled.Facility C:from first drawdown of Facility A or B (whichever is earlier) until one month before the
Final Maturity Date.20. Arrangement Fee:
    
    As set out in a separate fee letter.21. Commitment Fees:
    
    As set out in Annex B (Fee Schedule). Payable on the average daily unused portion of the Facilities
calculated from the Signing Date. The Commitment Fees shall become due and payable on a pro-rata basis
as Facilities A and B are funded. Commitment fees on Facility C will be payable on a pro-rata basis at
the same time as each of Facility A and B are funded. Thereafter the Commitment Fees will be paid
quarterly in arrears and on the earlier of full repayment or the last day of the applicable Availability
Period.22. Agency Fee:
    
    As set out in a separate fee letter.23. Interest Rate:
    
    The aggregate of:1 the applicable Margin; and2 LIBOR.24. Margin:
    
    As set out in Annex B (Fee Schedule).25. Default Interest Rate:
    
    The maximum applicable Margin plus 1% per annum.26. LIBOR:
    
    LIBOR for selected Interest Period set by reference to the appropriate telerate page or, if this is not
available, to be determined by the Senior Facility Agent by reference to
 
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rates quoted by Reference
Banks.27. Interest Periods:
    
    Interest Periods will be 1, 2, 3 or 6 months (or such other periods as may be agreed) at the option of
Borrower.No Interest Period may overrun the Final Maturity Date.28. Interest Payments:
    
    Interest will be payable in arrears at the end of each Interest Period provided that for any Interest
Period in excess of 6 months, accrued interest will be payable on the last day of each 6 month period
falling during such Interest Period and on the last day of such Interest Period.29. Hedging Strategy:
    
    Borrower will implement hedging of its floating interest rate risk so as to fix 90% of its projected
debt outstanding for 3 years from first drawdown and 75% thereafter. The Mandated Lead Arranger will
have a right of first refusal in respect of 70% of the hedging.Separate hedging arrangements will be put in place in respect of (i) Facility A and (ii) Facilities B
and C.30. Advances:
    
    Drawdowns may be made on not less than 3 and not more than 7 business days noticeAdvances will be in cash, denominated in USD and will be in minimum amounts of USD 2,000,000 for
Facilities A and B and USD 500,000 for Facility C.There will be a maximum of advances under each Facility as follows:Facility A: 1 drawingFacility B: 1 drawingFacility C: no more than 10 outstanding at any one time.31. Conditions Precedent to Signing of Finance Documents:
    
    The Finance Documents will not be signed until the Facility Agent has received and is satisfied with the
following documents:(a) certified copies of the deed of incorporation and articles of association (or equivalent
constitutive documents) of each member of the Borrower Group and each Guarantor (together the
Obligors);(b) board resolutions of each relevant Obligor;
 
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(c) shareholders resolutions of each relevant Obligor;(d) specimen signatures for the person(s) authorised in the board resolutions referred to at (b) above;(e) a copy of the financial model showing financial projections up to December 2013 showing
the ability of the Borrower Group to service the Facilities;(f) draft legal opinion(s) from the Mandated Lead Arrangers counsel and/or Borrower Groups
legal counsel (as applicable);(g) the Hedging Strategy agreed by the Facility Agent;(h) Group structure chart showing the shareholding structure both pre- and post-Acquisition;(i) receipt of reports from each of the Report Providers and any other due diligence available
to HoldCo which is material to the decision to lend, and any revisions, amendments or updates to the
aforementioned due diligence [to be refined in documentation];(j) Copy of the Purchase Agreement relating to the Acquisition;(k) Such other documents, opinions and certificates as may be reasonably requested by the
Facility Agent.32. Conditions Precedent to Drawdown under Facilities A and B:
    
    The Facilities may not be drawn until the Facility Agent has received and is satisfied with the
following documents:(a) compliance certificate as to no breach of borrowing and/or guaranteeing limits from each
relevant Obligor;(b) executed Finance Documents and fee letters;
 
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(c) receipt of all relevant corporate and shareholder consents;(d) [certified] copies of all regulatory approvals required in respect of the Acquisition and
the ability of OpCo to operate a gas distribution network;(e) legal opinion(s) from the Mandated Lead Arrangers Counsel and/or the Borrowers legal
counsel (as applicable);(f) a letter of direction from HoldCo to pay the fees, costs and expenses due from the
Borrower Group under the Finance Documents on first drawdown in accordance with the Fee Letters;(g) receipt of a business plan and a budget for the first 12 months of operations of the
Borrower Group;(h) completion of the Acquisition on a basis consistent with the assumptions made in the
business plan and the Share Purchase Agreement;(i) evidence of prepayment/cancellation of existing debt of ShareholderCo, HoldCo and OpCo and
discharge/release of any associated security interests, save as will be prepaid from the proceeds of
drawdown of the relevant Facilities and except the following facilities which will remain: [to be
agreed];(j) evidence that ShareholderCo or a direct or indirect parent thereof has received
shareholder funding in accordance with item 5 (Shareholders and Ownership) above;(k) evidence that all necessary insurances are in or will promptly be in effect as set out in
the Insurance Due Diligence Report;(l) certification from an authorised signatory of the relevant Borrower that all conditions
precedent have been satisfied and the Vendor is not entitled to refuse to complete
 
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the relevant
Acquisition;(m) know your client"/money laundering documentation;(n) confirmation of the Sources and Uses;(o) confirmation that the relevant Acquisition is or will be completed in accordance with the
acquisition agreements including that ShareholderCo has not waived any material condition to completion,
including any MAC condition in the relevant SPA, which it would have been entitled to invoke;(p) delivery of Borrower Group financial statements;(q) evidence that each member of the Borrower Group is solvent;(r) evidence that Total debt / EBITDA measured for the Borrower Group on a consolidated basis
does not exceed 6.6x (calculated on a 12 month forward looking basis based on the audited financial
model);(s) satisfactory financial audit of the Target Group or waiver by the SEC of such audit
requirement.33. Conditions Precedent for each Drawdown:
    
    Drawdown of any Facility may only be made if on the date of the drawdown request and on the drawdown
date:1 in respect of rollover advances, no event of default is continuing or would result from the drawdown;2 in respect of any other advance, no event of default or potential event of default is continuing or
would result from the proposed drawdown;3 no breach of any financial covenant would result from the drawdown; and4 all representations to be repeated on those dates are true.34. Repayment:
    
    All Facilities will be repaid in full on the Final Maturity Date.
 
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Facility C is available on a fully revolving basis with each loan repaid at the end of each Interest
Period provided that no Interest Period shall exceed the Final Maturity Date.35. Voluntary Prepayment and Cancellation:
    
    Any Facility may be prepaid and cancelled in whole or in part (if in part, in minimum amounts and
multiples of USD 500,000) without penalty, but subject to any standard break costs if not repaid at the
end of an Interest Period, upon five business days prior written notice to the Facility Agent.Any amount prepaid under Facilities A and B may not be redrawn.36. Mandatory Prepayment:
    
    Unless otherwise agreed by the Lenders, the Borrower will prepay and cancel the Facilities as follows:1 with the net proceeds of any disposal of assets by the Borrower Group, other than in the ordinary
course of trading, above a de minimus level of disposals per financial year;2 in full, if more than 25% of the direct or indirect total ownership or control of a Borrower is held
by any single party other than (a) Macquarie Bank Limited or any fund or other entity that is a
subsidiary of (or managed by a subsidiary of) Macquarie Bank Limited or (b) any direct or indirect
subsidiary of any or the foregoing;3 to the extent not applied in reinstatement of the relevant asset within an agreed period, with all
insurance proceeds or condemnation or eminent domain proceeds excluding proceeds under business
interruption insurance received in respect of the loss or destruction of assets to the extent that in
aggregate they exceed USD 10 million in any financial year;4 In full upon the breach by OpCo of the terms of its regulatory approval to act as gas grid manager,
which is likely to result in a Material Adverse Change (subject to a reasonable consultation period
between the Borrower and the MLA);5 In full if OpCo ceases to be 100% owned and controlled by HoldCo or HoldCo ceases to be 100% owned and
controlled by ShareholderCo;
 
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6 In full upon regulatory consent being withdrawn or not renewed for the Acquisition (such consent being
withdrawn or not renewed for a period of 18 months).37. Security:
    
    To the extent permitted by law and any licences held by the Borrower Group, the obligations will be
secured as follows:Facility A:(a) a first ranking pledge over the entire issued share capital of OpCo;(b) first ranking security over all present and future assets of HoldCo(c) a first ranking pledge over the entire issued share capital of HoldCoFacilities B and C:(a) First ranking security over all present and future assets of OpCo;(b) A first ranking pledge over the entire issued share capital of OpCo;(c) A security assignment of all of Macquaries rights under the Share Purchase AgreementA full security package is expected. US advice is needed to determine exactly what security is available
under US law and to remain incompliance with HPUC regulations,38. Intercreditor arrangements
    
    An intercreditor agreement will be entered into between all obligors, intra-group creditors, Macquarie,
the finance parties and the hedging bank.For the avoidance of doubt, the rights of the Finance Parties in respect of Facility B and Facility C
shall rank ahead of the rights of the Finance Parties in respect of Facility A.39. Representations and Warranties:
    
    The following representations and warranties in customary form for a facility of this nature and as
appropriate to this transaction will be made, to include appropriate materiality tests, pre-agreed
exceptions identified in due diligence reports or otherwise and knowledge threshold of the Borrower (and
where relevant, each Obligor), such
 
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representations to be made on the Signing Date and thereafter as
deemed repeated on a basis to be agreed:1 Due incorporation of each Obligor;2 binding obligations;3 non-conflict with other obligations;4 legal powers of each Obligor;5 due authorisation by each Obligor of Finance Documents;6 governing law, enforcement of judgments, validity and admissibility;7 no filing or stamp taxes that have not been made/paid;8 no default;9 financial statements;10 funding of pension plans and compliance with ERISA;11 payment of taxes;12 prior ranking status of security;13 pari passu ranking of obligations;14 no proceeding pending or threatened;15 ownership of assets;16 no breach of environmental or other laws;17 no other business (other than that authorised by the relevant Licence(s) or those carried on as the
Signing Date);18 insurance coverage is in line with prudent market practice;19 all consents, filings, and licences etc... required for conduct of business have been obtained and
are in full force and effect;20 no encumbrances other than permitted encumbrances;21 no financial indebtedness other than permitted
 
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indebtedness;In relation to the Information memorandum this will be repeated when information is provided and on first syndication
    
    22 accuracy of information provided to Lenders;23 confirmation that (i) HoldCo is owned and controlled by ShareholderCo in accordance with item 6
(Shareholders and Ownership); (ii) HoldCo is the 100% parent of OpCo;24 HoldCo is a holding company and is not carrying out any other business and have not incurred any
liabilities other than directly relating to the ownership of the gas utility company;25 no Material Adverse Change since the date of the latest financial statements;26 no material litigation or outstanding claims;27 no insolvency40. Material Adverse Change
    
    Means a material adverse change in:(a) The business, operations, property, condition (financial or otherwise) or prospects of the Borrower
Group taken as a whole;(b) The ability of a member of the Borrower Group to perform its obligations under any of the Finance
Documents;(c) The validity or enforceability of any of the Finance Documents or the rights and remedies of any
finance party under any of the Finance Documents;Provided, that, during the period commending on the Signing Date and ending on the date on which
Facilities A and B are funded, no Material Adverse Effect shall exist so long as the Total debt / EBITDA
test is satisfied as a condition precedent to such funding.41. Information Covenants:
    
    The Borrower to provide the following to the Facility Agent:1 audited financial statements for each Borrower within
 
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90 days of financial year end;2 [un]audited financial statements and/or management accounts for each Borrower (as appropriate) for
each financial quarter within 45 days;3 annual operating budget for the Borrower Group not less than 15 days prior to the beginning of each
financial year updated as may be required and an agreed capex schedule initially for the life of the
Facilities and updated on an annual basis thereafter;4 provision of financial and other information including annually updated business plan;5 other information regarding the Borrower Group as the Facility Agent may reasonably request;6 details of any actual or potential investigation or proceedings by any governmental authority which is
likely to result in a Material Adverse Change;7 all material notices and material communications in connection with any material contract;8 details of any transfer of shares;9 details of any circumstances that could reasonably be expected to result in a Material Adverse Change;10 notification of any potential or actual Event of Default;11 details of any material litigation, arbitration or administrative proceedings;12 upon reasonable request by the Facility Agent or any Lender, such documentation or other evidence is
necessary for the Senior Facility agent or Lender to carry out and be satisfied with the know your
customer or other checks required to be carried out by local regulatory authorities.42. Covenants:
    
    Undertakings, applicable as appropriate to relevant members of the Borrower Group (and where relevant,
each Obligor), on the following matters in customary form for transactions of this nature, to include
appropriate materiality tests, permitted exceptions and, where appropriate, de minimis provisions. All
undertakings are (save where indicated) to be subject to waiver or amendment with the consent of the
Majority Lenders:
 
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1 procurement, compliance and maintenance of all authorisations, licences, consents;2 compliance with legal obligations;3 compliance with all relevant Licence(s) and any other necessary licences, permits and consents
specific to any business conducted;4 compliance with environmental laws;5 maintain pari passu ranking of obligations;6 negative pledge with permitted encumbrances to be agreed with the Mandated Lead Arranger;7 restriction on the disposal and transfer of assets other than in the ordinary course of business,
except for non-regulated businesses and non-regulated assets to be agreed with the Mandated Lead
Arranger;8 restriction on indebtedness;9 restriction on acquisitions and mergers with certain exceptions (including the relevant Acquisitions)
to be agreed with the Mandated Lead Arranger;10 no change of business;11 restriction on granting of loans [(other than inter-company loans, which shall be subordinated]);12 no dealings other than on arms length terms;13 insurance coverage in line with prudent industry practice;14 adherence to the Hedging Strategy;15 maintenance and funding of pension schemes in accordance with applicable law or regulation including
ERISA;16 restriction on guarantees and letters of credit;17 restrictions on HoldCo acting as anything other than a holding company;18 HoldCo to own 100% of the OpCo;19 [restrictions on new joint ventures;]
 
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20 no payments other than Permitted Payments;21 maintenance and protection of assets including material contracts, Licences, leases and intellectual
property;22 payment of taxes;23 no breach of any material agreement;24 no change of accounting date, except as permitted;25 acquisition related covenants for each relevant Acquisition including prompt payment of all amounts
payable to the Vendor and preservation and enforcement of rights under acquisition agreements and
restriction on publicity;26 no abandonment of business;27 no amendment to constitutional documents which could reasonably be expected to result in a Material
Adverse Change. Note: drafts of the constitutional documents that will apply following the completion of
the Acquisition will be pre-approved by the finance parties prior to signing, if any changes are
contemplated;28 adherence to the agreed capex schedule whilst any Lock-up is in existence;29 HoldCo, as the sole shareholder of OpCo, must procure that OpCo declares and pays sufficient
dividends to HoldCo to enable HoldCo to meet its payment obligations to the Lenders under the Facility
Agreement.43. Financial covenants:
    
    OpCo Test: FFO / OpCo Interest to be greater than 2.50x (calculated by reference to OpCo only)The above test to be calculated as described in Annex A44. Lock-up:
    
    OpCo Lock-up test: FFO / OpCo Interest to be greater than 3.50x (calculated by reference to OpCo only)The above test to be calculated as described in Annex ANo Event of DefaultBoth HoldCo and OpCo will be in Lock Up if OpCo fails the test above; provided that, so long as FFO/OpCo
Interest was greater than 2.50x for the most recent period,
 
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and no other Event of Default or potential
Event of Default has occurred and is continuing, OpCo may distribute amounts sufficient to enable HGC to
make any mandatory payment of interest or principal under the Facility A and with respect to the
interest rate swaps entered into by HoldCo in accordance with the Hedging Strategy. Both entities will
remain in Lock Up until OpCo passes two consecutive tests. Any cashflow generated whilst in Lock Up will
be held in a secured account (post debt service).45. Cash Sweep
    
    If HoldCo and OpCo are in Lock-up for three or more consecutive tests and no Event of Default has
occurred, all of the cash trapped during the quarter ending 6 months prior will be swept and used to
repay and cancel Facilities A, B and C on a pro-rata basis46. Events of Default:
    
    As customary for a facility of this nature, applicable as appropriate to each Borrower (and where
relevant, each Obligor) and subject, where appropriate, to materiality tests, permitted exceptions (to
include solvent reconstruction) cure periods and de minimis provisions (in addition to any set out
below). Each of the events may be waived and any remedy period extended with the approval of the Senior
Facility Agent and to include:1 failure to pay any sum when due (with 3 business days grace for technical or administrative causes);2 breach of covenants, including financial covenants, and other obligations under the Finance Documents;3 representations or warranties untrue or misleading when made or deemed repeated;4 [cross default and cross acceleration only with respect to default occurring at OpCo, but in no event
if default occurs at HoldCo (and not at OpCo simultaneously)];5 termination, transfer, revocation or modification of a relevant Licence(s), lease or other material
contract which might reasonably be expected to result in a Material Adverse Change ;6 insolvency and related events;7 cessation of business;8 illegality;9 invalidity of any Finance Documents;
 
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10 material qualification of accounts;11 repudiation of the Finance Documents;12 no Material Adverse Change since the date of the latest financial statements.47. Transferability:
    
    Lenders may, with the prior consent of the Borrowers (not to be unreasonably withheld) transfer their
rights and obligations, in part or in whole to banks and other financial institutions regularly
investing in loans or securities. Consent not required if to an affiliate of a Lender or if an Event
of Default has occurred and is continuing.48. Documentation:
    
    The Facilities will be evidenced by the Facilities Agreement and other relevant Finance Documents. The
Facilities Agreement, which will be documented under the laws of the State of New York, will contain
standard provisions relating to, inter alia, increased costs, illegality, taxes, market disruption,
breakage costs, default interest, right of set off, pro rata sharing, customary agency language, full
risk indemnities and changes in currency. Lenders other than the Mandated Lead Arranger will become
party to the Facilities Agreement by way of transfer certificate.49. Expenses
    
    The Borrower will pay all reasonable costs and expenses associated with the preparation, due diligence,
administration, syndication and closing of all loan documentation, including, without limitation, the
legal fees of the counsel to the Administrative Agent, regardless of whether or not the Senior Credit
Facilities are closed. The Borrower will also pay the expenses of the Administrative Agent and each
Lender in connection with the enforcement of any of the loan documentation.50. Law & Jurisdiction:
    
    This Term Sheet and all Finance Documents will be governed by New York law and will be subject to the
exclusive jurisdiction of the courts of the State of New York.
 
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ANNEX A
 Calculation Periods and Dates
 st th th st
 Funds From Operations (FFO)
  
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ANNEX B
 Fee Schedule
 (1)
    
    Commitment Fee35% of the margin(2)
    
    MarginFacility A:
    
    Yrs 1-5:
    
    
    0.60
    %Yrs 6-7:
    
    
    0.70
    %Facility B:
    
    Yrs 1-5:
    
    
    0.40
    %Yrs 6-7:
    
    
    0.50
    %Facility C:
    
    Yrs 1-5:
    
    
    0.40
    %Yrs 6-7:
    
    
    0.50
    %
 
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ANNEX C
 Structure Chart
 
  
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