SUMMARY OF CERTAIN PROVISIONS OF THE ENERGY PERFORMANCE CONTRACT This Appendix C contains a summary of certain provisions of the Energy Performance Contract (the “EP

Contract”) between State of Hawaii Department of Transportation – Airports Division (“DOT-A”) and Johnson controls, Inc. (“JCI”). The summary does not purport to be complete or to follow the exact language of the EP Contract. The summary complements the summaries found under “DESCRIPTION OF THE ESCO PROJECT.”

Reference is made to the full text of the EP Contract for the precise wording and the complete provisions of the EP Contract. Copies of the EP Contract are available upon request to DOT-A. Unless clearly indicated otherwise, all section references are to the EP Contract only.

Definitions

The following are definitions of certain terms used in the EP Contract. Reference is hereby made to the EP Contract for the complete text of the terms described below.

“Annual Debt Service Payments” shall mean the annual financing costs associated with the Equipment and other Project costs, as set forth in the Lease.

“Annual Energy Costs Savings” shall mean energy expenses eliminated or avoided during a Guarantee Year (including any energy cost rebates provided by a utility service provider) as a result of the Services and Equipment provided by JCI. The reduction in energy consumption for an energy source during each Guarantee Year shall be calculated as the total energy consumption of that energy source during the Baseline period, as escalated pursuant to the Escalation Rate, less actual energy consumption of that energy source during the subject Guarantee Year, as further set forth in Schedules D and E to the EP Contract.

“Annual Maintenance Costs” shall mean any maintenance or operating expenses occurring during a Guarantee Year that are associated with the Maintenance Services provided by JCI, which shall be payable pursuant to Schedule F.

“Annual Measurement and Verification Costs” or “Annual M&V Costs” shall mean any costs occurring during a Guarantee Year associated with the performance of the Measurement & Verification Services, which shall be payable pursuant to Schedule F.

“Annual Operating and Maintenance Cost Savings” shall mean operating and maintenance expenses reduced, avoided or eliminated and future equipment replacement expenditures avoided during a Guarantee Year as a result of the Services and Equipment provided by JCI under the EP Contract. The reduction in Operating and Maintenance Costs during each Guarantee Year shall be calculated pursuant to Schedule D.

“Annual Savings Report” shall be the report annually prepared and provided by JCI to DOT-A as part of the Measurement & Verification Services. The Annual Savings Report shall measure and verify the Annual Energy Cost Savings and Annual Operating and Maintenance Cost Savings in relation to the Guaranteed Savings and be calculated pursuant to Schedule D.

“Annual Service Costs” shall mean the Annual Maintenance Costs and the Annual Measurement and Verification Costs.

“Baseline” shall mean the data and/or usage amounts, of an energy source or operating and maintenance expense, as agreed upon by DOT-A and JCI, which reflect conditions at the Premises prior to the installation of the Energy Conservation Measures as set forth in Schedule C. JCI shall develop the Baseline in accordance with recommendations and methods in the version of the IPMVP existing at the time of development of the Baseline, or other industry standards mutually agreed upon by the parties.

“Energy and Cost Savings Guarantee” shall mean the guarantee of JCI of the Savings to be realized by DOT-A under the EP Contract, as calculated in accordance with Schedule D, and set forth in Schedules E and P.

The Annual Energy Cost Savings Guarantee shall be determined by multiplying the reduction in energy

consumption by the Unit Cost, as adjusted per the Escalation Rate, as established under Schedule F. On an annual basis, the Savings attributable to the Services and Equipment must meet or exceed the Annual Maintenance Costs, Annual M&V Costs and Annual Debt Service Payments made by DOT-A for the applicable Guarantee Year. In the event the Annual Energy Cost Savings plus Annual Maintenance Cost Savings achieved during a Guarantee Year is less than the Energy and Cost Savings Guarantee for the Guarantee Year, JCI shall pay DOT-A an amount equal to the deficiency for that Guarantee Year.

“Energy Conservation Measure” or “ECM” shall mean Services and Equipment installed by JCI, or other activities performed by JCI that are designed to increase the energy efficiency and reduce energy consumption or operating and maintenance expenses in a building, structure, facility, or group of buildings, structures or facilities owned by DOT-A. ECMs shall include, but not be limited to: physical changes to facility equipment; modifications to a building, structure or facility, or modifications to a group of buildings, structures or facilities; revisions to operating and maintenance procedures at the Premises; or new means of training or managing users of the building, structure or facility, alone, or in any combination.

“Energy Conservation Measure Units” or “ECM Units” shall mean that Energy Savings shall be guaranteed on the basis of annual reductions of Btuh, kWh, kW, therms, gallons or similar units of energy, fuel, electrical demand, water or reductions in operational and maintenance expenses, as appropriate for each Energy Savings source, as further specified under the EP Contract.

“Energy Efficiency Services” or “Services” shall mean the planning, process design, engineering design and detailed engineering, procurement, fabricating, commissioning and start-up, personnel training, performance testing, Measurement & Verification Services, Maintenance Services and warranty and related services that shall be performed by JCI under the EP Contract.

“Energy Savings” shall mean the collective Annual Energy Cost Savings occurring during the Term of the EP Contract. Energy Savings shall be calculated collectively for the Premises, and shall be annually reported by JCI to DOT-A in the Annual Savings Report pursuant to the provisions of Schedules D and F.

“Equipment” shall mean the items of equipment installed by JCI at the Premises pursuant to the EP Contract and that certain Sale, Assignment and Assumption Agreement, as more fully set forth in Schedule A.

“Escalation Rate” shall be five percent (5%) annually.

“Guaranteed Savings” shall mean the Annual Energy Cost Savings and Annual Maintenance Cost Savings guaranteed by JCI that are attributable to the Services and Equipment provided under the EP Contract, as calculated in accordance with Schedule D, and set forth in Schedules E and P. The parties acknowledge and agree that the total Guaranteed Savings attributable to the Services or Equipment under the EP Contract have been mutually agreed upon by the parties.

“Guarantee Term” shall mean the time period that commences on the first day of the month following the issuance of the Notice to Proceed and shall continue through the duration of the Term, subject to earlier termination as provided in the EP Contract.

“Guarantee Year” shall mean each one (1) year period of the Guarantee Term. The first Guarantee Year shall commence on the first day of the month following the issuance of the Notice to Proceed and extend for one six months therefrom. Each subsequent Guarantee Year shall begin on July 1 of the applicable calendar year and run through June 30 of the following calendar year. The final Guarantee Year shall begin on July 1, 2032 and shall run through December 31, 2032.

“Operating and Maintenance Costs” shall mean the operating and maintenance costs and expenses that are avoided by DOT-A as a result of the Services and Equipment provided by JCI. Solely by way of example and not limitation, the Operating and Maintenance Costs that may be avoided under the EP Contract include: reducing regular ongoing expenses such as the cost of water treatment chemicals; the elimination or reduction of expenses or procedures related to waste management or other operational procedures occurring at the Premises; reductions in required routine maintenance (such as filter changes); elimination of third party service contracts; the cost of lamp and ballast replacement, purchased HVAC parts and service or similar expenses; service or labor costs related to

existing equipment; and the avoidance of future capital expenditures, which can be shown to recur regularly or would have been necessary future capital expenditures of DOT-A during the Guarantee Term. Based upon the Reference Documents provided by DOT-A to JCI, the parties have agreed upon the Operation and Maintenance Costs to be avoided as a result of the Services and Equipment provided by JCI, which are further set forth in Schedules C, D and M of the EP Contract.

“Operating and Maintenance Savings” shall mean the collective Annual Operating and Maintenance Cost Savings occurring during the Term of the EP Contract. Operating and Maintenance Savings shall be calculated collectively for the Premises, and shall be annually reported by JCI to DOT-A pursuant to the provisions of Schedules D and F. Any Operation and Maintenance Savings included in the EP Contract are based upon Reference Documents provided by DOT-A to JCI and have been mutually agreed upon by the parties.

“Premises” shall mean the buildings, structures, facilities and other property owned by DOT-A where it is anticipated there will be a reduction in energy consumption as a result of the Services and Equipment provided by JCI.

“Reference Documents” shall mean information, data and other documents that DOT-A possesses, whether physically or electronically, which have been provided to JCI through the IGA, or otherwise, and which relate to existing and historical energy and operational conditions at any facility, building, structure or other property of DOT-A, or any work or services that have historically been performed by a third party at the Premises.

“Term” shall mean the time period commencing from the issuance of the Notice to Proceed through the twentieth (20th) anniversary thereof, or as may be earlier terminated pursuant to the provisions of the EP Contract.

“Unit Cost” shall mean the pre-determined unit cost for each energy or water unit of measurement that is set forth in Schedule C.

EP Contract Services

The EP Contract covers the following four divisions of work and services:

1. Installation and commissioning of Equipment to be installed under the EP Contract. The Equipment is to be installed over a two year period.

2. The Energy Savings Guarantee.

3. The Measurement and Verification (“M&V Services”) of the Energy and Operational Savings and comparison to the Guaranteed Savings.

4. Maintenance Services for the Equipment, to be performed over the remaining 18 years of the EP Contract Term.

Guaranteed Savings

During each Guarantee Year, the Services and Equipment provided by JCI to the Department shall result in the elimination or avoidance of costs associated with the consumption of energy and operation and maintenance of the Premises. Over the course of the Guarantee Term, the total cost savings shall be guaranteed to exceed the total project cost. The Guaranteed Savings are calculated in accordance with Schedule D and are detailed in Schedules E and P. The Guaranteed Savings shall include the following:

Energy Savings. The Annual Energy Cost Savings shall include dollars saved and the reduction in units of energy, fuel, electrical demand, water, and ECM Units. The Annual Energy Savings shall be equal to the product of the units of energy, fuel, electrical demand and water saved; the Unit Cost; and the Escalation Rate. Measurement and Verification shall be performed using IPMVP protocols or agreed-upon alternative protocols. In the event loading or usage is uncertain, JCI may employ spot measurement and/or short-term monitoring by agreement.

Non-measured Energy Savings may be included by agreement. Verification of non-measured Energy Savings shall follow Federal Energy Management Program (“FEMP”) protocol 2.2 and shall be validated using sound engineering principles to establish parameters.

Operating and Maintenance Savings. The Annual Operating and Maintenance Savings shall be based on quantifiable existing Operating and Maintenance Expenses at the Premises, as set forth in Schedule C.

Measurement and verification of Operation and Maintenance Savings shall follow FEMP protocol 2.2 or agreed-upon alternative protocols and verification standards and methodologies.

Non-measured Operation and Maintenance Savings may be included by agreement and shall be based on historical information or data as set forth in the Reference Documents. Non-measured Operation and Maintenance Savings shall be validated using sound operating and financial data to establish parameters.

Energy and Cost Savings Guarantee. The Annual Energy Cost Savings and Annual Operating and Maintenance Cost Savings shall be sufficient to cover any and all Annual Service Costs and Annual Debt Service Payments attributable to the Services and Equipment, as calculated in Schedule D.

The Annual Energy and Cost Savings Guarantee is subject to satisfactory performance of DOT-A’s obligations under the EP Contract.

Annual Review and Reconciliation or Reimbursement of Guaranteed Savings

As part of the M&V Services, JCI shall prepare the Annual Savings Report pursuant to Schedule D. The Annual Savings Report shall measure and verify the Annual Energy Cost Savings and Annual Operating and Maintenance Cost Savings in relation to the Guaranteed Savings.

JCI shall provide the Annual Savings Report to DOT-A within sixty (60) days of the end of the Guarantee Year. DOT-A shall have ninety (90) days to approve or reject the Annual Savings Report. The Annual Savings Report shall be deemed accepted following the end of the ninety (90) day period.

In the event DOT-A disagrees with the Annual Savings Report, the parties shall resolve the dispute through good faith negotiations. If the parties are unable to resolve the matter, it will be resolved by litigation.

DOT-A shall retain all excess savings in the event the Annual Operating and Maintenance Cost Savings and Annual Energy Cost Savings exceed the Energy and Cost Savings Guarantee.

In the event the Annual Operating and Maintenance Cost Savings and Annual Energy Cost Savings are less than the amount of the Energy and Cost Savings Guarantee, JCI shall reimburse DOT-A for the deficiency.

Payment shall be made within thirty (30) days of either DOT-A’s acceptance of the Annual Savings report or resolution of any dispute regarding the Annual Savings Report.

APPENDIX D