10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

Amendment No. 1

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Exact Name of Registrant as	Commission	I.R.S. Employer
Specified in Its Charter	File Number	Identification No.
HAWAIIAN ELECTRIC INDUSTRIES, INC.	1-8503	99-0208097
and Principal Subsidiary
HAWAIIAN ELECTRIC COMPANY, INC.	1-4955	99-0040500

State of Hawaii

(State or other jurisdiction of incorporation or organization)

Hawaiian Electric Industries, Inc. – 1001 Bishop Street, Suite 2900, Honolulu, Hawaii  96813

Hawaiian Electric Company, Inc. – 900 Richards Street, Honolulu, Hawaii  96813

(Address of principal executive offices and zip code)

Hawaiian Electric Industries, Inc. –(808) 543-5662

Hawaiian Electric Company, Inc. – (808) 543-7771

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Hawaiian Electric Industries, Inc. Yes x No o Hawaiian Electric Company, Inc. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Hawaiian Electric Industries, Inc. Yes x No o Hawaiian Electric Company, Inc. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Hawaiian Electric Industries, Inc. Yes o No x Hawaiian Electric Company, Inc. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Hawaiian Electric Industries, Inc.	Large accelerated filer  x	Hawaiian Electric Company, Inc.	Large accelerated filer o
	Accelerated filer o		Accelerated filer o
	Non-accelerated filer o		Non-accelerated filer  x
	(Do not check if a smaller reporting company)		(Do not check if a smaller reporting company)
	Smaller reporting company o		Smaller reporting company o

APPLICABLE ONLY TO CORPORATE ISSUERS:

 Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.

Class of Common Stock	Outstanding April 28, 2016
Hawaiian Electric Industries, Inc. (Without Par Value)	107,890,279 Shares
Hawaiian Electric Company, Inc. ($6-2/3 Par Value)	15,805,327 Shares (not publicly traded)

Hawaiian Electric Industries, Inc. (HEI) is the sole holder of Hawaiian Electric Company, Inc. (Hawaiian Electric) common stock.

This combined Amendment No. 1 on Form 10-Q/A is separately filed by HEI and Hawaiian Electric. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to the other registrant, except that information relating to Hawaiian Electric is also attributed to HEI.

EXPLANATORY NOTE

Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. (the “Companies”) are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Companies’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (the “Quarterly Report”), as originally filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2016 (the “Original Filing Date”). This Amendment No. 1 is being filed in response to communications with the Commission in connection with a request for confidential treatment with respect to certain portions of Hawaiian Electric’s (i) Exhibit 10.1, (ii) Exhibit 10.2, and (iii) Exhibit 10.3 (the “Exhibits”) originally filed with the Quarterly Report. The sole purpose of this Amendment No. 1 is to file revised redacted versions of the Exhibits, which supersede in their entirety the Exhibits as originally filed with the Quarterly Report.

Except for the revised Exhibits, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, new certifications of the Companies’ principal executive officer and principal financial officer are also attached as exhibits hereto.

The following exhibits are filed as a part of this report:

PART II - OTHER INFORMATION

Item 6. Exhibits

Hawaiian Electric Exhibit 10.1	Inter-island Supply Contract for Petroleum Fuels by and between Chevron U.S.A. Inc. and Hawaiian Electric, Hawaii Electric Light and Maui Electric dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit)
Hawaiian Electric Exhibit 10.2	Supply Contract for LSFO, Diesel and MATS Fuel by and between Hawaiian Electric and Chevron U.S.A. Inc. dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit)
Hawaiian Electric Exhibit 10.3	Fuels Terminalling Agreement by and between Chevron U.S.A. Inc. and Hawaii Electric Light dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit)
HEI Exhibit 31.1	Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)
HEI Exhibit 31.2	Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of James A. Ajello (HEI Chief Financial Officer)
Hawaiian Electric Exhibit 31.3	Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer)
Hawaiian Electric Exhibit 31.4	Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer)
HEI Exhibit 32.1	HEI Certification Pursuant to 18 U.S.C. Section 1350*
Hawaiian Electric Exhibit 32.2	Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350**

______________________

* Previously filed on May 4, 2016 with HEI’s Quarterly Report.

** Previously filed on May 4, 2016 with Hawaiian Electric’s Quarterly Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.

HAWAIIAN ELECTRIC INDUSTRIES, INC.		HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant)		(Registrant)
By	/s/ Constance H. Lau	By	/s/ Alan M. Oshima
	Constance H. Lau		Alan M. Oshima
	President and Chief Executive Officer		President and Chief Executive Officer
	(Principal Executive Officer of HEI)		(Principal Executive Officer of Hawaiian Electric)
By	/s/ James A. Ajello	By	/s/ Tayne S. Y. Sekimura
	James A. Ajello		Tayne S. Y. Sekimura
	Executive Vice President and		Senior Vice President
	Chief Financial Officer		and Chief Financial Officer
	(Principal Financial and Accounting		(Principal Financial Officer of Hawaiian Electric)
	Officer of HEI)
Date: September 26, 2016		Date: September 26, 2016

3

EX-10.1

Exhibit 10.1

INTER-ISLAND SUPPLY CONTRACT FOR PETROLEUM FUELS

This Inter-island Supply Contract for Petroleum Fuels (“Contract”) pertaining to Industrial Fuel Oil (“IFO”), No. 2 Diesel (“Diesel”), and/or Ultra-Low Sulfur Diesel (“ULSD”) is made this 18th day of February, 2016, by and between HAWAIIAN ELECTRIC CO., INC., (“Hawaiian Electric”), HAWAII ELECTRIC LIGHT COMPANY, INC. (“Hawaii Electric Light”), and MAUI ELECTRIC COMPANY, LIMITED (“Maui Electric”), all Hawaii corporations, (individually a “Company” and collectively, the “Companies”) and Chevron U.S.A. Inc., through its division Chevron Products Company, (“Seller”), with a place of business and mailing address at 91-480 Malakole Street, Kapolei, HI 96707. The Companies and Seller are each a “Party” and collectively the “Parties” to this Contract. This Contract shall become effective as provided in Section 2.3 below.

WHEREAS, the Companies are in the business of generation, transmission and distribution of electrical power on the islands of Oahu, Hawaii, Maui, Molokai, and Lanai, State of Hawaii; and

WHEREAS, Seller is a supplier of IFO, Diesel, and/or ULSD (collectively “Fuel”) with delivery and transportation capabilities and desires to supply and deliver to the Companies Fuel that meets the Companies’ utility generation requirements; and

WHEREAS, Seller represents that it is equipped and has the ability to supply Fuel of such suitable type and quality and in a quantity sufficient to meet the Companies’ requirements; and

WHEREAS, Seller is willing to sell and deliver such suitable Fuel to the Companies and the Companies are willing to purchase and receive such Fuel from Seller under the terms and conditions set forth hereinafter.

NOW, THEREFORE, it is mutually agreed by the Parties hereto as follows:

ARTICLE I

DEFINITIONS

Except where otherwise indicated, the following definitions shall apply throughout this Contract.

1.1. “Affiliate”, except where otherwise expressly provided, means an entity controlling, controlled by or under common control with Seller or Hawaiian Electric, Hawaii Electric Light and Maui Electric, as the case may be. For the purpose of this definition “control” (including with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such entity, directly or indirectly, whether through the ownership of a majority of voting securities, by contract or otherwise, and it being understood and agreed that with respect to a corporation, limited liability company, or partnership, control shall mean direct or indirect ownership of equal to or more than 50% of the voting stock or limited liability company interest or general partnership interest or voting interest in any such corporation, limited liability company or partnership.

1.2. “API” means American Petroleum Institute, a long-established petroleum industry organization.

1.3. “API Gravity” refers to the API’s standard measurement of gravity for petroleum products using ASTM test method.

1.4. “ASTM” means the American Society for Testing and Materials, a long-established source of standard testing and evaluation methods for petroleum.

1.5. “barrel” means 42 American bulk gallons at 60 degrees Fahrenheit (“DF”).

1.6. “BTU” and “BTU content” means British Thermal Unit and refers to the standard assessment of fuel’s gross heating value or gross heat content.

1

1.7. “business day” shall mean Monday through Friday, except for a day as to which physical locations of commercial banks in Honolulu, Hawaii are closed for business to the public due to a scheduled holiday.

1.8. “Certificate of Quality” or “Quality Certificate” means the formal document recording the Seller’s laboratory determination of quality and BTU content of a particular sample which represents a specific Delivery, said laboratory determinations having been performed in accordance with the test methods specified herein.

1.9. “Commission” means the State of Hawaii Public Utilities Commission.

1.10. “Commission Approval Order” is defined in Section 2.2 below.

1.11. “Consumer Advocate” means the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii.

1.12. “Contract” means this Inter-island Petroleum Fuel Supply Contract between Seller and the Companies.

1.13. “day” or “days” means a calendar day of 24 hours.

1.14. “Deliver”, “Delivery”, “Deliveries” or “Delivered” refers to the transfer of title or physical movement of Fuel by Seller and purchased by the Companies.

1.15. “DF” means degrees Fahrenheit.

1.16. “Diesel” means No. 2 Diesel produced in conformity with the provisions of the quality in the Specification which are set forth herein.

1.17. “DOT” means the Department of Transportation of the State of Hawaii and/or of the United States, as the case may be.

1.18. “Effective Date” is defined in Section 2.3 below.

1.19. “ETA” means estimated time of arrival.

1.20. “Extension” means any Contract term in addition to and after the Original Term, each of which is a 12-Month period beginning January 1.

1.21. “Fuel” means singularly and collectively IFO, Diesel and/or ULSD suitable for use as a fuel for utility power generation of the quality specifications described herein.

1.22. “gallon” means a United States liquid gallon of 231 cubic inches at 60 DF.

1.23. “Governmental Authority” means any international, foreign, federal, state, regional, county, or local Person having governmental or quasi-governmental authority or subdivision thereof, including recognized courts of Law, or other body or entity of competent jurisdiction.

1.24. “G.S.V.” means gross standard volume in U.S. Barrels at 60 DF.

1.25. “IFO” means Industrial Fuel Oil produced in conformity with the provisions of the quality in the Specifications which are set forth herein.

1.26. [...]

1.27. “Independent Inspector” means a qualified third-party petroleum inspection contractor acceptable to both Parties providing petroleum sampling, measurement and other services before, during and after a Delivery.

1.28. “Law” means any law, decree, directive, judgment, order, decision, interpretation, enforcement, statute, code, ordinance, rule, regulation, treaty, convention, or any action, direction or intervention or other requirement of any Governmental Authority.

1.29. “month” means a calendar month.

1.30. “Nominated” and “Nomination” means the amount of Fuel specified by the Companies to be sold and Delivered by Seller and purchased and received by the Companies for a specified Month.

1.31. “Original Term” is defined in Section 2.1 below.

1.32. “Party” and “Parties” are defined in the first paragraph above.

2

1.33. “Receiving Facility” means any of the Companies’ generating facilities, storage facilities and/or other facilities used to receive, transport, store, or otherwise handle Fuel located on the islands of Oahu, Hawaii, Maui, or Molokai as designated by the Companies.

1.34. “Refinery” means Seller’s oil refining, and related facilities located in the Barbers Point area of Oahu, in the Campbell Estate Industrial Park, Kapolei, Hawaii.

1.35. “Specification” means the fuel quality specifications applicable to Fuel as set forth herein and described in Exhibit A.

1.36. “Tank Final Sample” is defined in Section 6.5 below.

1.37. “Term” means the Original Term and any Extension(s).

1.38. “Terminalling Agreement” means that certain Fuels Terminalling Agreement, dated February 18, 2016, by and between Chevron U.S.A. Inc. (through its division Chevron Products Company) and Hawaii Electric Light Company, Inc.

1.39. “ULSD” means Ultra-Low Sulfur Diesel produced in conformity with the provisions of the quality in the Specification which are set forth herein.

1.40. “USD” means currency denominated in U.S. dollars.

1.41. “Year” means a calendar year.

ARTICLE II

TERM

Section 2.1:Term. The initial term of this Contract (the “Original Term”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12)-months, beginning each successive January 1, unless the Companies or Seller give written notice of termination at least one hundred twenty (120) days before the beginning of any Extension.

Section 2.2:Regulatory Approval.

(a)The Companies will file an application with the Commission requesting approval of this Contract following its execution. This Contract is contingent upon the issuance of a decision and order by the Commission that (i) approves this Contract and its pricing and terms and conditions, (ii) is in a form deemed to be reasonable by the Companies, in their sole discretion; and (iii) allows the Companies to include the reasonable costs incurred by the Companies pursuant to this Contract in their revenue requirements for ratemaking purposes and for the purposes of determining the reasonableness of the Companies’ rates and/or for cost recovery above those fuel costs included in base rate through the Companies’ respective Energy Cost Adjustment Clause, hereinafter, the “Commission Approval Order”.

(b)Without limiting the foregoing, Seller understands that the Commission Approval Order may not be in a form deemed to be reasonable to the Companies if it (i) contains terms and conditions deemed to be unacceptable to the Companies, in their sole discretion, or (ii) it denies or defers ruling on any part of the application, or (iii) is not final (or deemed to be final by the Companies, in their sole discretion), because the Commission Approval Order has been appealed or the Companies are not satisfied that no party to the proceeding in which the Commission Approval Order is issued, or other aggrieved person with the right to appeal, intends to seek a change in such Commission Approval Order through motion or appeal.

(c)If the Companies have not received a final or interim Commission Approval Order and provided Seller written notice of the same by October 1, 2016 or if the Companies’ request for Commission approval of this Contract is denied in whole or in part, then either Seller or the Companies may terminate this Contract by providing written notice of such termination delivered to the other prior to

3

the Effective Date, as it is defined in Section 2.3. In such event of termination, each Party shall bear its own respective fees, costs and expenses incurred prior to termination, if any, in preparation for performance hereunder, and the Parties shall have no further obligation to each other with respect to this Contract except for indemnity and any confidentiality obligations assumed by the Parties hereunder.

Section 2.3:Effective Date. This Contract shall become effective on the date (the “Effective Date”) of receipt by the Companies of the Commission’s final or interim Commission Approval Order, and the Companies will provide Seller with written notice of the same within five (5) business days from receipt by the Companies. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Contract until the Effective Date, except that the Parties agree that upon full execution of this Contract they will be bound by Sections 2.2 (Regulatory Approval), Section 11.1 (Force Majeure), Section 12.1 (Compliance with Laws and Regulations), Section 14.1 (Indemnity) and all provisions in Article XVII.

ARTICLE III

QUANTITY

Section 3.1:Quantity of Fuel To Be Delivered. Subject to the terms and conditions herein, Seller shall sell and Deliver to the Companies, and the Companies shall purchase and receive from Seller Fuel as ordered by the Companies. Delivery shall commence hereunder as of January 1, 2017.

Section 3.2:Purchase Volumes. During each Year that this Contract is in effect, Seller shall sell and Deliver to the Companies, and the Companies shall purchase and receive from Seller:

(a)[…]

(b)[…]

Annual Aggregate in Physical Barrels

FuelMinimumMaximum

[…]

[…]

The volumes set forth herein shall apply for the Term of this Contract, and the annual volumes of Fuel to be sold and Delivered by Seller and to be Nominated, purchased and received by the Companies during the Term of this Contract shall remain as stated herein unless otherwise mutually agreed to in writing. Subject to availability and mutual agreement of the Parties, Seller will sell and Deliver and the Companies shall purchase and receive such additional volumes in excess of the maximum volumes set forth above for IFO and ULSD.

ARTICLE IV

QUALITY

Section 4.1:Quality Of Fuel To Be Supplied/Delivered. The quality of Fuel to be sold and Delivered hereunder shall comply with the Specifications attached hereto as Exhibit A and made a part hereof, and meet all Applicable Laws. If the quality does not comply with the Specifications, Seller will bear all costs associated with its failure to comply, which for greater certainty is subject to Section 15.2. Costs will be determined at the reasonable discretion of the Companies.

4

Section 4.2:[…]

ARTICLE V

PRICE

Section 5.1:Pricing. Pricing of Fuel under this Contract shall be as set forth on the attached Exhibit B.

Section 5.2:Rounding. All prices, price formula component value averages and other sums payable with respect to Fuel purchased hereunder shall be stated in the nearest hundredths of a dollar unless specifically provided otherwise as in Exhibit B and Exhibit C.

Section 5.3:Fees, Taxes, Assessments, Levies and Imposts. In addition to all other amounts payable by the Companies under this Contract, the Companies shall reimburse Seller for all taxes, assessments, levies, and imposts of whatsoever kind or nature imposed on Seller by any governmental or quasi-governmental body, as adjusted, modified or revised from time to time, including without limitation the Hawaii General Excise Tax, the Hawaii Use Tax, the Hawaii Environmental Response, Energy, Food Security Tax, and Hawaii Liquid Fuel Tax, Federal Oil Spill Recovery Fee, and U.S. Customs duties pertaining to importation and sale of Fuel, its feedstocks or its components, with respect to the execution or performance of this Contract or the receipt by Seller of payments hereunder. Notwithstanding the foregoing and any illustrative price calculation, such as contained in Exhibit B, the Companies shall not be required to reimburse Seller for any tax measured by or based on the net income of Seller or for real property taxes or to duplicate any item of expense of Seller which is recovered by Seller under the Fuel prices provided for in Section 5.1. The Companies shall not be required to reimburse Seller under this Article V for any item expressly mentioned in a publication by a reputable quotation service. At the execution of this Contract, the taxes, assessments, levies or imposts which are currently in effect include the Hawaii General Excise Tax (4.712% for Oahu, 4.166% for Maui and Hawaii), the Environmental Response, Energy, and Food Security Tax and pertaining to Fuel, the Hawaii Liquid Fuel Tax. Also at the execution of this Contract, the Environmental Response, Energy, and Food Security Tax and Hawaii Liquid Fuel Tax are not subject to Hawaii General Excise Tax.

ARTICLE VI

DELIVERY

Section 6.1:Forecast. […] Such schedule shall show the expected place, date and time of the commencement of the vessel’s loading subject to the limitations in Exhibit B, and the volume for each Fuel to be loaded on each voyage. Each of the Companies should update Seller of any changes as they might occur. […]

5

Section 6.2:Delivery of Fuel. The Companies shall provide a three (3) month Fuel forecast to Seller and shall coordinate Deliveries of Fuel with Seller:

(a)Deliveries in Bulk to Company’s Barge from Seller’s Pipeline or Terminal: Seller agrees to Deliver and the Companies agree to receive Fuel in bulk into the Companies’ Nominated Barge at Kalaeloa Barbers Point Harbor and/or Honolulu Marine Terminal (“HMT”) as mutually agreed by both Parties. Bulk ULSD shall be delivered into Companies Nominated Barge from Seller at HMT.

Deliveries of Fuel shall be made at a minimum rate of 3,000 barrels per hour, provided the barge is capable of receiving same. Seller agrees to make a reasonable good faith effort to coordinate its loading of the Companies’ Fuel in concert with the Companies’ concurrent loading of any other petroleum products, provided however that the Companies’ Nominated Barge is capable of receiving same and in operating its current IFO Delivery systems to Deliver IFO into said Nominated Barge at a […]

1. Liftings from truck rack: Seller agrees to Deliver and the Companies agree to receive ULSD into the Companies’ Nominated tanker trucks from Seller’s nominated terminal truck rack as listed in Exhibit B at a minimum Delivery rate of 190 barrels per hour.

2. Deliveries by Seller to Company Sites: Seller agrees to Deliver and the Companies agree to receive Diesel Delivered by pipeline, or Diesel and/or ULSD Delivered by Seller’s barge to Companies designated storage as listed in Exhibit B, provided however that the size and capability of Seller’s delivery equipment is satisfactory to the Companies. […]

Section 6.3: Determination of Quantity.

(a)Quantity determination of Fuel Delivered by Seller in bulk on Oahu shall be made by the Independent Inspector gauging […] before and after Delivery.

(b)Quantity determination of Fuel Delivered by Seller in bulk to the Companies’ Nominated Marine Terminal at Kaunakakai, Molokai, shall be determined at the time of each Delivery by the Independent Inspector gauging the receiving tanks at said marine terminal before and after Delivery. Such accounting shall include all pipeline flush activity for Companies account.

(c)Quantity determination of Fuel Delivered by Seller at Seller’s Nominated terminal to the Companies’ Nominated truck(s) or in Seller’s Nominated truck(s) to the Companies Site Locations shall be determined at the time of each Delivery by Seller’s calibrated load rack meters, converted in each instance to volume at 60 DF by the automated rack control system. Meters shall be calibrated on an annual basis or as required and agreed by Seller and the Companies. The Companies shall have the right at its expense, and in accordance with procedures at Seller’s Nominated terminal to independently certify said calibration. The Companies and Seller shall have the right to have one representative present to witness such meter calibration.

Section 6.4:Failure to Supply.

(a)Except in the event of Force Majeure or an agreement by the Parties to the contrary, if Seller’s anticipated Deliveries cannot be made or does not meet the quantity ordered, Seller shall give prompt written notice to the Companies.

6

(b)In the event that the Seller fails to supply the Companies’ anticipated Deliveries and the Companies elect to purchase Fuel elsewhere, both the Companies and Seller shall attempt to minimize the impact of the failed Delivery such that it does not impose an unreasonable risk to the Companies. […]

Section 6.5:Disputes Regarding Quantity or Quality.

(a)Quantity Disputes.

(1)Quantities of Fuel sold and Delivered shall be determined at the time of each Delivery by gauging the Seller’s tanks before and after pumping under the supervision of the Independent Inspector.

(2)Quantity determination of Fuel Delivered will be made in accordance with applicable API, ASTM and IP guidelines and shall be expressed in G.S.V., U.S. barrels @ 60 DF and U.S. gallons @ 60 DF.

(3)For Delivery of Fuel in bulk, the Independent Inspector shall (i) prepare and sign a Certificate of Quantity stating the quantity of Fuel determined according to the provisions of this Section 6.5 to have been Delivered to the Companies, (ii) furnish the Companies and Seller each with a copy of such Certificate, and (iii) advise by facsimile or electronic mail the quantity of Fuel Delivered. The data in the Independent Inspector’s Certificate of Quantity prepared as provided herein shall, absent fraud or errors and omissions, be binding and conclusive upon both Parties, and shall be used for verification of the invoice and Bill of Lading for barge deliveries.

(4)If the Companies or Seller has reason to believe that the quantity of Fuel for a particular Delivery is incorrect, the Party shall within five (5) days of the date of Delivery, present the other Party with documentation supporting such determination and the Parties will confer, in good faith, on the causes for the discrepancy and shall proceed to correct such causes and adjust the quantity, if justified, for the Delivery in question as specified in Section 6.3.

(b)Quality Disputes.

(1)The quality of Fuel Delivered by Seller to the Companies’ Nominated truck(s) shall be determined on the basis of a volumetric weighted average composite of samples drawn by an Independent Inspector or Seller representative from Seller’s Nominated terminal issuing tank(s) after the completion of each bulk receipt into such terminal tanks in such a manner as to be representative of the volume of the tank inventory from that time until the time of the next bulk receipt. Such samples of Fuel shall be divided into a minimum of two (2) parts one of which shall be sealed and dated and retained by Seller,

7

or an Independent Inspector at the option of Seller, for a period of not less than three (3) months.

(2)The quality of Fuel Delivered by Seller to the Companies’ Nominated Barge or by Seller to the Harbor terminal piping or by Seller from its Nominated Barge to the Companies’ Nominated terminal shall be determined on the basis of a volumetric weighted average composite of samples drawn by an Independent Inspector or Seller representative from Seller’s Nominated terminal or Refinery issuing tank(s) in such a manner as to be representative of the volume of the tank inventory. Such tank samples of Fuel shall be divided into a minimum of two (2) parts one of which shall be sealed and dated and retained by Seller, or an Independent Inspector at the option of Seller, for a period of not less than three (3) months.

The quality of the “vessel composite sample” for Diesel and IFO Delivered by Seller to Companies’ Nominated Barge at Kalaeloa Barber’s Point Harbor shall also conform to the Specifications in Exhibit A for “Confirmation Test Items”.  A “vessel composite sample” shall be drawn by an Independent Inspector separately for all Diesel and IFO Delivered by Seller to the Companies’ at this location in such a manner as to be representative of the volume delivered.  If the Companies’ laboratory results of the vessel composite sample result in any items out of Specification, then the Seller will test their vessel composite sample for the full Specification and remedy any Specification deviation following Section 6.5(b)(4). Such “vessel composite sample” shall be divided into three (3) parts one which will be sealed and dated and retained by the Independent Inspector for a period of not less than (3) months for any quality discrepancies, one part for Companies’ designated laboratory for testing and one part for Chevron laboratory for confirmation testing.

(3)If Seller or the Companies have reason to believe that the quality of Fuel stated for a specific Delivery fails to conform to the Specifications in Exhibit A, of this Contract, that Party shall within five (5) days after the later of the date of the completed Certificate of Quality or the date of the final determination of quality, present the other Party with documents supporting such determination and the Parties will confer, in good faith, on the causes for the discrepancy and shall proceed to correct such causes and adjust the quality, if justified, for the Delivery in question. In the event of an unresolved difference between Seller and the Companies, the sealed part of the representative sample in the possession of the Independent Inspector shall be provided to an independent laboratory for an official determination, which shall be final. Seller and the Companies shall share equally the cost for such independent laboratory determination.

(4)If the quality of the Fuel received by the Companies fails to conform to the quality Specifications in Exhibit A, of this Contract, the Companies and Seller shall attempt to minimize the impact of any quality problem. […] Seller may attempt to remedy the quality problem by Delivering higher quality Fuel in a timely manner to produce a Specification quality blend in the Companies’ storage tank(s) at the Companies’ Receiving Facility. If all such and similar efforts fail to resolve the quality problem, then the Companies may return non-Specification Fuel to Seller, in which case Seller shall replace the non-Specification Fuel by Delivering an equal volume of the Companies’ verified on-Specification Fuel to the Companies in a timely manner. Notwithstanding the preceding, the Companies shall always have the right to refuse Delivery of any Fuel with

8

prior written notice to Seller or its permitted agents if the Companies in good faith shall have reason to believe that the Fuel does not meet the Specification. […]

(5)All reasonable costs and expenses, including testing, transportation, re-refining, and handling costs incurred in returning, replacing or otherwise correcting off-specification Fuel shall be the responsibility of the Seller.

Section 6.6:Records/Right to Audit. Seller shall retain any and all documents and records regarding the Delivery, quantity and quality of Fuel sold and purchased under the terms of this Contract for the twelve (12) months after the date of the invoice for such Fuel, or until any dispute regarding such Delivery, quantity and quality is resolved. Seller shall promptly make such records available for review to the Companies at its request.

Section 6.7:Inspection. The Companies may be represented and participate in all sampling, quality, inspection, measurements and tests of Fuel which may be conducted pursuant to this Contract and to inspect any equipment owned or controlled by Seller and used in determining the quantity, quality or heat content of Fuel, provided that any such participation by the Companies shall not materially interfere with or otherwise disrupt such inspection, measurement and tests conducted by Seller. The Companies may, upon reasonable notice to Seller and during normal business hours and at the Companies’ expense, inspect and audit any sample analysis of Fuel, including records and data used in the preparation of such analysis.

Section 6.8:Independent Inspector. Seller and the Companies shall mutually agree on the Independent Inspector. Seller shall be responsible to draw all samples, including determination samples, and at Companies’ request, said samples shall be drawn under the supervision of the Independent Inspector, All measurements with respect to each designated Delivery and any other provision of this Contract shall be conducted by an Independent Inspector, who shall attend designated Fuel Deliveries. Reasonable charges for services rendered by the Independent Inspector shall be borne equally by the Companies and Seller.

Section 6.9:Vessels. Seller and Companies shall be solely responsible for its owned, hired, or chartered vessels or barges used in connection with marine Deliveries and receipts hereunder, including the operation of such vessels or barges. Seller and Companies shall ensure that such vessels and barges are at all times in compliance with all Law, including the rules and regulations of the U.S. Coast Guard and the relevant port authority, as well as pier operator’s standards for vessel acceptance quality, pollution mitigation, required pollution liability, Protection and Indemnity Insurance (“P&I”) and other insurance coverages, pier operators Operations Manual and accept liability for dues and other charges on said vessel and barge. Seller and Companies shall be solely responsible for any demurrage costs or similar costs associated with marine Deliveries, unless such costs directly result from the other Party’s sole negligence or willful misconduct.

9

ARTICLE VII

SELLER’S REPRESENTATIONS AND WARRANTIES

Section 7.1:Seller’s Representations and Warranties. The Companies are willing to purchase Fuel on the condition that Seller agrees, represents and warrants as follows:

(a)Ability to Supply. During the Term of this Contract, Seller shall maintain in full force and affect the capability to supply Fuel sufficient to meet Seller’s obligation under this Contract. Upon the Companies’ reasonable request, Seller shall provide the Companies assurances of Seller’s ability to perform under this Contract.

1.Quality. All Fuel Delivered hereunder shall comply with the terms of this Contract.

2.Ability to Deliver.

(i) For Truck Rack Deliveries, Seller shall own, lease or have the right to use facilities sufficient to meet Seller’s Delivery obligations under this Contract.

(ii) For Barge Deliveries, Seller and Companies shall own, lease, or have the right to use vessels/barges to meet each Party’s Delivery or receipt obligations under this Contract. Each nominated vessel employed to Deliver or receive Fuel shall comply with all regulations, pier and terminal operator’s standards for vessel acceptance quality, pollution mitigation, required pollution liability, Protection and Indemnity Insurance (“P&I”) and other insurance coverages, pier operators Operations Manual and accept liability for dues and other charges on said vessel.

(iii) […]

ARTICLE VIII

INVOICING AND PAYMENT

Section 8.1:Invoicing.

(a)Invoices, which will show the price per physical barrel of Fuel, will be prepared and dated following Delivery and shall be tendered from time to time each month. Original invoices shall include full documentation, as approved by both Parties including Certificate of Quality, report of the Independent Inspector, and price calculation; such documentation may, however, be provided by Seller to the Companies separately.

(b)Invoices will be prepared and dated following Delivery of Fuel to the Companies and shall be sent by mail to each respective Company at the following address:

Hawaiian Electric:Hawaiian Electric Co., Ltd.

P. O. Box 2750

Honolulu, Hawaii 96840-0001

Attn: Director of Fuel Operations, mailstop: CIP3- IF

Facsimile: […]

Hawaii Electric Light:    Hawaii Electric Light Co., Inc.

P. O. Box 1027

10

Hilo, Hawaii 96721-1027

Attn: Production Department

Facsimile: […]

Maui Electric:Maui Electric Company, Ltd.

P. O. Box 398

Kahului, Hawaii 96732

Attn: Production Department

Facsimile: […]

(c)Invoices, invoice documentation, laboratory analyses and other documents having to do with the quality, quantity and Delivery of Fuel or otherwise with the Fuel sold and purchased hereunder may be sent by first class mail, postage prepaid, by electronic transmission (facsimile or electronic mail) or by personal Delivery. The Parties may substitute other addresses upon the giving of proper notice. Correspondence and documents of a similar nature may be sent to Seller to the following address or as otherwise instructed:

Chevron Products Company

Attn: Finance Manager

91-480 Malakole Street

Kapolei, HI 96707

Section 8.2:Payment.

(a)Payment of Seller’s invoices shall […]. Details about the Seller’s banking information will be mailed directly to Hawaiian Electric’s Treasury Division before the first invoice is postmarked.

[…] If the due date falls on a Friday, holiday or a Saturday, the payment shall be due on the preceding business day. If such date falls on a Sunday or a holiday falling other than on a Friday, payment shall be due the following business day.

(b)If an invoice incorporating an item which is disputed has been sent to Hawaiian Electric, then Hawaiian Electric shall make payment in accordance with Section 8.3 for such invoice items or that portion of the invoiced Delivery which is not disputed by Hawaiian Electric and in which case Hawaiian Electric shall make such adjustment to taxes and other value-dependent items as are reasonable under the circumstances.

(c)The […] invoice incorporating items in dispute shall be adjusted in accordance with the terms of Article V by subsequent invoicing or by issuing a credit or debit with respect to the original invoice […] of receipt of the independent laboratory determination pursuant to Article VI or other resolution of the issue in dispute. Hawaiian Electric shall make payment for such subsequent invoices or debits in accordance with Section 8.2. Hawaiian Electric shall have the option to apply such credit against payments to be made subsequent to the receipt of the credit, or if such payments are not expected to be made […] Hawaiian Electric shall be able to receive said credit in immediately available funds […] of Seller’s receipt of Hawaiian Electric’s written instructions.

11

Section 8.3:Method of Payment. […] to such Seller bank account as designated by Seller in writing.

Section 8.4: Credit Extension.

(a)At Seller’s option and election, interest will accrue on all past due amounts (other than invoice items in bona fide dispute and not paid in accordance with the provisions of Section 8.2) at the […] of the (i) then […] in the […] on the date […] and […]

(b)If during the Term of this Contract, (i) the Companies fails to pay when due all or, subject to Section 8.2, the undisputed portion of any payment due under the terms of this Contract within the specified time periods and in accordance with the terms set forth in Section 8.2 hereof (always subject to all of the cure periods specified herein, including Article XV), or (ii) there is any […] of an […] pursuant to Section 8.3 (other than resulting from a […] or similar event), such failure of (i) or (ii) above shall, if not […] within […] at […] and, in addition to such other remedies as it may have, Seller shall have thereafter the […] and to […] the […] in accordance with […]

(c)In addition to the other obligations herein, the Companies shall periodically provide to Seller that […] deemed necessary by Seller to support […]. Notwithstanding any other applicable Law, including the Uniform Commercial Code, if Seller has commercially reasonable grounds for […] with respect to the […] under this Contract, Seller shall provide the Companies with written notice requesting an […] determined by Seller in a […] and the Companies shall provide such […] in accordance with the terms set forth in Seller’s written notice and the terms below. […] means either […] and in any event […] issued by a “Qualified Institution”. Qualified Institution means […] (i) a […] that: (A) has at [… ] an […] and at […] an […] and (B) […] and (C) has […]; or (ii) a […] In the event that […] is in the form of a […], the […] may only be […] upon by Seller upon the occurrence of any (and each) uncured the Companies default as described inSection 8.4(b)(i) and Section 8.4(b)(ii). Seller’s […] upon the [...] is without prejudice to the Companies’ right to subsequently challenge the grounds for and/or amount of the […] and to recover for a […] on the […]. Until such […] is received, Seller is entitled to […] under this […] Any and all […

12

...] under this Section 8.4(c) shall be for the […]. Any breach of the obligations set forth in this Section 8.4(c) shall constitute a default for purposes of Article XV.

Section 8.5: Security

(a) If, at any time during the Term of this Contract, (i) Seller’s ultimate parent company (Chevron Corporation), or (ii) in the event of an assignment of this Contract to an entity that is not an Affiliate of Chevron Corporation, the new Seller under this Contract: (A) [… ] (B) […] as […] by […] or (C) is […] to be […] or has either […], then Seller shall, within […] days of written demand by any Company, provide: either a […], […] or […] with the choice of […] at Seller’s election, but in a form reasonably acceptable to the Companies and […] determined by the […] in a [...] but not […] The […] may only be […] upon by the Companies upon any […] and in accordance with […] TheCompanies […] upon the […] is without prejudice to Seller’s right to subsequently challenge the grounds for and/or amount of the […] and to recover for a […] on the […]. No special payments shall be made by the Companies to Seller in respect to […] or […]. Any and all […] with respect to […] under this Section 8.5 shall be for the [...]. Any breach of the obligations set forth in this Section 8.5 shall constitute a default for purposes of Article XV.

(b)Notwithstanding anything to the contrary in Section 8.5(a) or elsewhere in this Contract, in the event that a Company […] in accordance with Section 8.5(a), the […] requested by the […]) shall not […]. Additionally, in the event that a […] either during the […] or during the […] (as applicable), the […] then-held by […] shall […], as follows: (i) if, during the […], a […] in an […], or (ii) if, during the […], a […] in an […] Prior to any Extension, the Parties shall mutually agree upon the [… ] that shall apply to such Extension. For greater certainty, the Parties agree that notwithstanding any other possible interpretation of this Section, the […] set forth in this Section are in the […] and in […]

13

ARTICLE IX

TITLE, CUSTODY AND RISK OF LOSS

Section 9.1:Title, Custody and Risk of Loss.

(a)Deliveries to the Companies’ nominated site locations - For Fuel Delivered to the Companies’ Site Locations, title to the Fuel and the risk of loss of Fuel Delivered shall pass from Seller to the Companies at the Companies’ Site Locations, at the flange of the receiving hose of the Companies’ receiving storage tanks from Seller’s Nominated truck. If Delivery is made to a Company Site Location where Seller’s hose is employed in the Delivery, then title to the Fuel and the risk of loss of Fuel Delivered shall pass from Seller to the Companies at the connection flange of the receiving facility’s piping, and all Diesel and/or ULSD shall be dyed by Seller in accordance with State and Federal requirements for tax-exempt, off-road diesel fuel. If Delivery is made to a Company Site Location by pipeline, then title to the Fuel and risk of loss of Fuel Delivered shall pass from Seller to the Companies at the connection flange of the Seller’s facility to the Companies’ pipeline.

(b)Deliveries at Seller’s Nominated Terminals Truck Rack - For Fuel lifted from Seller’s Nominated terminal truck rack into the Companies’ Nominated truck(s), title to the Fuel and the risk of loss of Fuel so Delivered shall pass from Seller to the Companies at the flange connecting the load rack arm/hose at Seller’s Nominated terminal’s truck loading facility to the receiving equipment of the Companies’ Nominated truck(s), and Diesel and/or ULSD shall be dyed by Seller in accordance with State and Federal requirements for tax-exempt, off-road diesel fuel.

(c)Deliveries to the Companies’ Nominated Barge or to the Harbor Terminal piping (e.g., for delivery to Molokai) - For Fuel delivered in bulk to the Companies’ Nominated Barge at either (i) Seller’s loading pier, (ii) a third-party pier, or (iii) Harbor Terminal piping, title, custody and risk of loss of Fuel so Delivered shall pass from Seller to the Companies at (for i and ii) the flange of the receiving hoses of the Companies’ Nominated Barge at Seller’s loading pier or third-party pier, and (for iii) , title, custody and risk of loss of Fuel so Delivered shall pass from Seller to the Companies at the flange of the pipeline segment interconnection junction between Seller and Harbor Terminal piping. If required by the Companies, the Diesel and/or ULSD shall be dyed by Seller, in accordance with State and Federal requirements for tax-exempt, off-road diesel fuel.

(d)Deliveries by Seller’s Nominated Barge-For Fuel delivered in bulk to the pier, title, custody and risk of loss of Fuel so Delivered shall pass from Seller to the Companies at the connection flange of the receiving pipeline at Companies’ Nominated Marine Terminal. If required by the Companies, the Diesel and/or ULSD shall be dyed by Seller, in accordance with State and Federal requirements for tax-exempt, off-road diesel fuel.

Section 9.2:Seller Warranty. Seller represents and warrants to the Companies that, as of the date of Delivery of Fuel under this Contract, it has good and marketable title to the Fuel sold and Delivered pursuant to this Contract, free and clear of any security interests, mortgage, pledge, liens, or other encumbrances, and that it has full right and authority to transfer such title and effect Delivery of such Fuel to the Companies.

14

ARTICLE X

INSURANCE

Section 10.1:Insurance Requirements.

(a)Chevron and the Companies and/or anyone acting under either Party’s direction or control or on either Party’s behalf shall at its own expense procure and maintain in full force and effect at all times during the Term of this Contract the following insurance and all other forms of insurance that may be required by any applicable Law:

1.Marine and War Risk Hull & Machinery coverage (including 4/4ths Collision Liability) subject to an Amount Insured not less than the full value of the vessel.

2.Full form Protection & Indemnity Insurance, including Excess Collision, pollution/ environmental risk coverage, upon the vessel pursuant to a standard Protection & Indemnity Club entry, with a Club which is a member of the International Group of Protection and Indemnity Clubs, with minimum limits for pollution/environmental risks to be […] per occurrence or the maximum commercially available, whichever is greater. Such insurance shall cover all of the risks covered under a standard Lloyd’s Maritime Insurance policy, including all the denominated “Institute Cargo Clauses” (Free of Particular Average, F.P.A. and clauses referring to wars, strikes, riots and civil disturbances).

3.Standard Workers Compensation and Employers Liability Insurance endorsed to be applicable to the State of Hawaii as well as the Longshore Act, with statutory limits for workers compensation and limits of […] per occurrence for employers liability.

4.Commercial General Liability Insurance with a bodily injury and property damage combined single limit per occurrence of at least […].

5.Automobile Liability Insurance on all owned, non-owned and hired vehicles used in conjunction with the Delivery of Fuel to the Companies with a bodily injury and property damage combined single limit per occurrence of at least […].

6.Other Coverage. Each Party and anyone acting under its direction or control or on its behalf shall at its own expense procure and maintain in full force and effect at all times during the Term of this Contract on all owned, non-owned and hired vehicles used in conjunction with the Delivery of Fuel to the Companies, any other insurance or surety bonding that may be required under the laws, ordinances and regulations of any governmental authority, including the Federal Motor Carrier Act of 1980 and all rules and regulations of the DOT and/or the USDOT.

(b)[…

15

(redaction continued) ]

Section 10.2:Insurance Paid. […] as determined in Section 5.1. No special payments shall be made by the Companies to Seller in respect to such premiums.

Section 10.3:Waiver of Subrogation. Each Party and anyone acting under its direction or control or on its behalf will cause its insurers (except for Workers Compensation insurance) to waive all rights of subrogation which the Party or its insurers may have against the other Party,.

Section 10.4:The Other Party As Additional Insured. Insurance policies (except for Workers Compensation insurance) providing the insurance coverage required in this Contract will name the other Party, its agents or its employees as an additional insured. Coverage must be primary in respect to the additional insured. Any other insurance carried by a Party will be excess only and not contribute with this insurance.

Section 10.5:Certificates of Insurance. Before performance of this Contract […] each Party shall file with the other Party designated representative certificates of insurance, or other documentary evidence acceptable to the other Party, certifying that each of the foregoing insurance coverages is in force, and further providing that the Companies will be given thirty (30) days’ written notice of any material change in, cancellation of, or intent not to renew any of the required policies. Each Party shall provide new insurance certificates reflecting the required policies prior to the expiration date of any coverage. Receipt of any certificate showing less coverage than required is not a waiver of a Party’s obligation to fulfill the coverage requirements.

Section 10.6:Failure to Procure Insurance. In the event either Party fails to procure and/or maintain an insurance as required above, an insurance fails for any reason (including, without limitation, breach of policy condition or warranty) and/or an insurer otherwise refuses or is unable to pay, the Party required to procure that insurance shall be deemed an insurer or self-insurer, shall accept and pay claims which would have otherwise been submitted to the failed insurance and shall indemnify and hold harmless (including legal fees and costs) the other Party of and from any loss, damage, expense, claim, liability and/or suit resulting from such failure.

ARTICLE XI

FORCE MAJEURE

Section 11.1:Force Majeure.

(a)As used in this Contract, the term “Force Majeure” means any cause or event reasonably beyond the control of a Party, including an act of God, hurricane, adverse weather, flood, volcanic eruption, fire, earthquake or tsunami; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; strike or other labor difficulty (whomever’s employees are involved), even though the strike or other labor difficulty could be settled by acceding to the demands of a labor group; fire, breakdown, disruption explosion, or destruction of Seller’s vessel, terminal, container or of the Companies’ receiving facility(ies) or any significant part thereof; accidents at or closing of mooring facilities, terminals and storage facilities (including Barbers Point Tank Farm), docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; navigational accidents or maritime peril, loss or shortage of supply, production, manufacturing, distribution, refining, transportation, delivery facilities, receiving facilities, equipment,

16

labor, material, power generation or power distribution; compliance, voluntary or involuntary, with a direction or request of any Governmental Authority or person purporting to act with Government Authority, including any such direction or request limiting the Companies’ recovery of all fuel costs incurred under this Contract; or any other cause  reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of reasonable due diligence and effort, such Party could not have been able to avoid or overcome; and […]. Except to the extent arising out of or relating to the foregoing, for purposes of this definition, the following events or circumstances will not constitute a Force Majeure event:

1. a failure of performance of any Person other than one of the Parties (except to the extent that such failure otherwise would constitute a Force Majeure but for this exclusion);

2. any market, financial or economic conditions that are unfavorable for either Party;

3. the ability of a Party to obtain better economic terms from a third party or the inability to economically perform its obligations under any transaction undertaken pursuant to this Contract; or

4. an unexcused failure by a Party to pay any undisputed amounts due to a third party when due or to perform timely any obligations owed to a third party; and any event described in Section 12.4 and Section 12.5 (which shall instead be addressed in accordance with Section 12.4 or Section 12.5, as applicable).

(b)The Party claiming Force Majeure agrees to give the other Party prompt written notice of an act or event of Force Majeure, specifying the anticipated effect and duration of any suspension or reduction of Deliveries of Fuel arising therefrom. The Party claiming Force Majeure shall use due diligence to cure any act or event of Force Majeure, and shall give the other Party prompt notice when it expects the act or event of Force Majeure to terminate.

(c)The Companies shall not be obligated to purchase, receive or use Fuel to the extent that the Companies’ ability to so purchase, receive or use is prevented, restricted or delayed by an event of Force Majeure. 

(d)Seller is not obligated to sell or Deliver Fuel to the extent that Seller’s ability to do so is prevented, restricted or delayed by an event of Force Majeure.  In such circumstances, Deliveries of Fuel to the Companies may be reduced on a basis as equitable to the Companies as to Seller’s and its Affiliates’ other customers of crude and petroleum products, and Seller shall not be obligated to acquire additional crude or Fuel, but to the extent that it does acquire additional crude or Fuel, the Companies shall be entitled to an equitable share of the Fuel acquired or derived from the crude acquired, if an applicable price is subsequently agreed in writing by the Parties at such a time.

(e)If Delivery is suspended or reduced by Seller pursuant to an event or act of Force Majeure, it shall not be a breach of this Contract for the Companies to buy Fuel from a supplier other than Seller for the quantities of Fuel which Seller does not Deliver; and the Companies shall not be obligated to buy, after the period of suspension or reduction, the undelivered quantity of Fuel which normally would have been sold and Delivered hereunder during the period of suspension or reduction.

17

ARTICLE XII

COMPLIANCE WITH LAWS AND REGULATIONS

Section 12.1:Compliance with Laws and Regulations.

(a)This Contract is subject to all applicable present and future Laws, statutes, orders, rules, and regulations of Governmental or quasi‑Governmental Authorities having jurisdiction over the Parties. Both Parties shall fully comply with all statutes, ordinances, rules, regulations, and requirements of all city, county, state, federal and other applicable Government Authorities which are now or may hereafter be in force.

(b)If the Delivery or supply of Fuel pursuant to this Contract conflicts with or is limited or prohibited by any Law or permit then to the extent of such conflict, limitation or prohibition, Seller shall have no obligation to Deliver or supply the Companies with the Fuel under this Contract and the Companies shall have no obligation to purchase or receive the Fuel under this Contract. The Companies, in the Companies’ discretion, may elect to complete and file any and all required Federal or State regulatory forms to permit, facilitate, or enable the supply of Fuel to the Companies under this Contract. Seller shall fully cooperate with the Companies in the completion and filing of the foregoing forms. If the Companies’ purchase, receipt or use of Fuel pursuant to this Contract, or the Companies’ emissions from the Companies’ use of Fuel conflicts with or is limited or prohibited by any Federal, State or local regulations, statutes, rules or permits then to the extent of such conflict, limitation or prohibition, the Companies shall have no obligation to purchase and receive the Fuel under this Contract.

Section 12.2:Material Safety Compliance. Seller warrants that it is fully informed concerning the nature and existence of risks posed by transporting, storing, using, handling and being exposed to Fuel. Seller shall furnish to the Companies health, safety and environmental information (including without limitation Material Safety Data Sheets, (“HSE Data”) concerning health, safety and environmental aspects of the Fuel purchased by the Companies, including health, safety and environmental warnings, if any, required by applicable Law. Seller shall not be entitled to rely upon such HSE Data as being an inclusive presentation of all potential health, safety and environmental risks associated with the Fuel to be Delivered. Seller shall furnish HSE Data to, and otherwise inform, Seller’s nominated vessel of all such risks, and the Master shall advise and instruct all crew, seamen and employees about the hazards, if any, associated with the Fuel and the safe and proper methods of handling and storing of the Fuel. Compliance by the Seller with recommendations in HSE Data shall not excuse the Seller from its obligations under Article XIV and this Section 12.2.

Section 12.3: Permits and Licenses. Seller shall secure and pay for all required permits and licenses, and shall comply with all federal, state and local statutes, regulations and public ordinances applicable to this Contract, (including the provisions of the Occupational Safety and Health Act of 1970 and all amendments thereto, and the DOT Hazardous Materials Regulations), and shall indemnify, defend and save the Companies harmless from any and all liability, fines, damage, cost and expense, including but not limited to reasonable attorneys' fees and costs, arising from Seller’s failure to do so.

Section 12.4: […

18

(redaction continued) ]

Section 12.5:Certain Grounds for Amendment/Termination of IFO.

(a)Notwithstanding any other provision of this Contract, and without limiting other grounds for termination or amendment hereunder, Seller shall have the right to request to amend this Contract on the basis of its announced commitment to […] at the [...] (other than as a result of a Force Majeure event) such that the Refinery will […] into […] or any […]. Seller shall give Companies at least […] prior written notice of any such desire to amend this Contract (“[…] Notice”), but the effective date of any such amendment or any termination of the supply of IFO under this Contract (as contemplated in Section 12.5(b) shall be the […] (i) […] following the Companies’ receipt of the […] Notice and (ii) […] days following the receipt of the […] the […] the […] Termination […]

(b)Upon Seller issuing its […] Notice, the Parties shall then have […] to attempt to [… ] the […]; if an agreement is reached the […] will become effective on the date immediately following the [… ] Termination […]. If the Parties cannot reach an agreement on a negotiated […] within […] of Seller’s issuance of the […] Notice, then (1) the […] to […] the […] by […], or (2) […] Party may (in […] to […] to terminate the supply of IFO under this Contract (which termination […] on the […] the […] Termination […]

(c)Despite whether the Parties agree to […] this […] and […] the […] terminate the supply of IFO under this Contract pursuant to Section 12.5(b) and Seller continues to supply […] to Hawaiian Electric pursuant to that certain Supply Contract for […] Fuel, dated February 18, 2016 (the “[…] Supply Contract”) by and between Hawaiian Electric Company, Inc. and Chevron U.S.A. Inc. (through its division Chevron Products Company), […] to […] to the […] this […] the […] of the […] to the […] to [… ] the […] of […] of the […] to […] to the […] the […] the […].

19

[...]. This price […] the […] to […] the […] Termination […]

(d)If, notwithstanding Seller’s issuance of the […] Notice, the […] Termination […] does not actually occur, then the Parties shall be obligated to continue to perform all of their respective obligations under this Contract without any adjustments or other modifications (unless otherwise mutually agreed between the Parties) as if such […] Notice had not been issued.

ARTICLE XIII

RELEASES

Section 13.1: Spills/Environmental Pollution. In the event any spill or discharge occurs from any nominated vessel, truck or pipeline, utilized by Seller in the performance of this Contract, or if any spill, discharge, or pollution damage is caused by or is threatened in connection with the loading, transportation or Delivery of Fuel by Seller, then all regulatory notifications and filings, as well as all efforts and costs of containment and clean up shall be the sole responsibility of Seller, except to the extent that such spill, discharge, or pollution damage is directly attributable to the sole negligence, gross negligence, comparative negligence, or willful misconduct of the Companies in which case the Companies shall then participate in the efforts and costs of containment and cleanup.

Section 13.2:Pollution Mitigation.

(a)When an escape or discharge of oil or any polluting substance occurs in connection with or is caused by Seller’s or its agent's vessel or occurs from or is caused by discharging operations, Seller or its agents shall promptly take whatever measures are necessary or reasonable to prevent or mitigate environmental damage, without regard to whether or not said escape or discharge was caused by the negligence or willful misconduct of Seller’s equipment or Seller or the Companies or others. Failing such action by Seller or its agents, the Companies, on Seller’s behalf, may promptly take whatever measures are reasonably necessary to prevent or mitigate pollution damage and notify Seller as soon as practicable thereafter of such actions. Each Party in good faith shall keep the other advised of the nature and results of the measures taken, and if time permits, the nature of the measures intended to be taken.

(b)The cost of all such measures taken shall be borne by Seller except to the extent such escape or discharge was caused or contributed to by the negligence or willful misconduct of the Companies, and prompt reimbursement shall be made as appropriate; provided, however, that should Seller or its agents give notice to the Companies to discontinue said measures (and to the extent government authorities allow the Companies to discontinue said measures) the continuance of the Companies’ actions will no longer be deemed to have been taken pursuant to the provisions of this clause. Each Party in good faith shall provide written notice to the other of such actions and measures taken.

(c)Notwithstanding any other provision in this Contract, the foregoing provisions shall be applicable only between Seller and the Companies and shall not affect, as between Seller and the Companies, any liability that either Seller or the Companies shall have to any third parties, including the State of Hawaii and the U.S. Government, if either Party shall have such liability.

Section 13.3:Release Liability. Should the Companies incur any liability under Chapter 128D of the Hawaii Revised Statutes as a result of a spill from Seller’s nominated vessel during discharge, Seller shall indemnify and hold the Companies harmless to the extent not caused by the Companies’ negligence or willful misconduct.

20

Section 13.4: Operational Contacts. Promptly following the Effective Date (and thereafter as staffing changes warrant updates), the Parties will exchange lists of personnel (and their contact information) who shall be immediately contacted in the event of any accident, spill, or reportable incident incurred under the performance of this Contract.

ARTICLE XIV

INDEMNITY

Section 14.1:Indemnity.

(a)Indemnification. Except as provided herein, each Party to this Contract shall with respect to the other Party’s “Indemnitees” (consisting of the other Party, its Affiliates and each of their respective directors, officers, employees, agents, representatives, and the successors and assigns of any of the foregoing), defend, indemnify, release, reimburse and hold harmless the Indemnitees for, from and against any claims, demands, expenses (including penalties, interest and reasonable attorneys’ fees), and causes of action asserted against them by any third Person (including without limitation employees of either Party or any Governmental Authority) for personal injury or death, or the loss or damage to property, to the extent arising out of or resulting from the indemnifying Party’s operations or performance hereunder (including any failure to perform or default by the indemnifying Party), the willful or negligent acts or omissions of the indemnifying Party, or from the indemnifying Party’s failure to comply with Laws relevant and applicable to the Delivery or receipt of Fuel. Where such personal injury, death or loss of or damage to property is the result of the negligence or misconduct of both the Parties hereto, the Parties expressly agree to indemnify in proportion to each Party’s share of such negligence or misconduct.

(b)Notice of Claims. Each Party agrees to promptly notify the other of any matter as to which rights are asserted under this Article XIV and to provide the other Party with information to the extent reasonably requested and reasonable assistance related to any such matter, including the defense thereof.

(c)Indemnitee’s Right to Control its Defense. At its election, an Indemnitee who is entitled hereunder to a defense of a matter may control that defense (including the selection of qualified counsel) and the Party responsible hereunder for indemnification in the matter shall pay for and reimburse the Indemnitee for reasonable defense expenses, including attorneys' fees, arbitration related fees, expert witness fees and other defense costs.

(d)Survival of Provisions. The provisions of this Article XIV shall survive the termination or expiration of this Contract to the extent they apply to events that occurred during the Term of this Contract.

ARTICLE XV

DEFAULT

Section 15.1:Default.

(a)Breach by Seller of any of its representations and warranties in this Contract or failure of either Party to promptly perform any obligation under this Contract shall constitute default. If the Companies or Seller considers the other Party (the “Defaulting Party”) to be in default under this Contract, such Party (the “Non-Defaulting Party”) shall give the Defaulting Party prompt notice thereof, describing the particulars of such default. The Defaulting Party shall thereafter have […] from the receipt of said notice in which to remedy such default. […

21

(redaction continued) ]

(b)[…]

(c)The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the enforcement of, suing for or collecting any amounts payable by the Defaulting Party. The Defaulting Party shall indemnify and hold harmless the Non-Defaulting Party for any damages, losses and expenses incurred by the Non-Defaulting Party as a result of the Default.

(d)The Parties intend that this Contract and all of the transactions hereunder shall constitute a “forward contract” under the U.S. bankruptcy code.

Section 15.2:Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR, AND EACH PARTY SHALL RELEASE THE OTHER PARTY FROM AND AGAINST, ANY PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST USE, LOSS OF PROFITS OR REVENUE, LOSS OF OPPORTUNITY, LOSS OF PRODUCTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OF ANY KIND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE WHICH MAY BE SUFFERED BY SUCH PARTY IN CONNECTION WITH THIS CONTRACT; THIRD PARTY DAMAGES SUBJECT TO INDEMNIFICATION UNDER THIS CONTRACT ARE NOT LIMITED BY THIS SECTION.

ARTICLE XVI

NOTICE

Section 16.1Notices. Except as otherwise expressly provided in this Contract, all notices shall be given in writing, by facsimile or first class mail, postage prepaid, to the following addresses, or such other address as the Parties may designate by notice:

Chevron Products Company

Attn: VCO Coordinator

91-480 Malakole Street

22

Kapolei, HI 96707-1807

Facsimile: […]

With a copy to:

Chevron Products Company

Attn: Downstream & Chemicals Law Department

6001 Bollinger Canyon Road

San Ramon, CA 94583

Facsimile: […]

Hawaiian Electric Company, Inc.

P.O. Box 2750

Honolulu, Hawaii 96840-0001

Attention: Director of Fuel Operations - mailstop CIP3-IF

Facsimile: […]

Hawaii Electric Light Co., Inc.

P. O. Box 1027

Hilo, Hawaii 96721-1027

Attn: Production Department

Facsimile: […]

Maui Electric Company, Limited

P. O. Box 398

Kahului, Hawaii 96732

Attn: Production Department

Facsimile: […]

Notice shall be deemed to have been delivered upon the earlier to occur of actual receipt or two (2) days after sending.

Section 16.2:Routine Communications. The Parties may from time to time by notice hereunder designate persons or parties to whom routine communications may be directed, including via email, with a view to facilitating mutual and expeditious performance by the Parties hereunder.

ARTICLE XVII

GENERAL PROVISIONS

Section 17.1Waiver and Severability. If any section or provision of this Contract or any exhibit or rider hereto is held by any court or other competent authority or be illegal, unenforceable or invalid, the remaining terms, provisions, rights and obligations of this Contract shall not be affected. The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. In no event shall any waiver by either Party of any default under this Contract operate as a waiver of any further default.

Section 17.2:Assignment.

(a)This Contract shall extend to and be binding upon the successors and permitted assigns of the Parties, provided, however, that, notwithstanding the foregoing, no assignments or other transfers (directly or indirectly, in whole or in part, or voluntarily or involuntarily) of this Contract or any of the rights or obligations hereunder shall be made by either Party […

23

(redaction continued) ], except, a Party may transfer or assign its rights and obligations hereunder in whole or in part, upon written notice to the other Party, but […], if (a) to an […], provided such entity shall be bound by the terms hereof, (b) pursuant to a […] or otherwise by operation of Law, or (c) to the […] of […] all of the […] which primarily benefit from or support the […] performance under this Contract provided that the […] in writing all of the [...] assigning Party.

(b)Notwithstanding anything to the contrary in this Section 17.2 or elsewhere in this Contract, in the event that [… ] assigns or transfers this Contract to another person (such specific person, the “Assignee”) (whether such assignment or transfer is effectuated with or without the consent of the […], as contemplated in the above paragraph), then any such assignment or transfer shall only be effective […] to the […] and such […] and […] and […]

(c)Any purported assignment or transfer in violation of this Section 17.2 shall be null and void and shall constitute a default hereunder, and the non-assigning Party will have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Contract effective immediately upon notice to the Party attempting such assignment or transfer.

Section 17.3:Conflicts of Interest. Conflicts of interest related to this Contract are strictly prohibited. Except as otherwise expressly provided herein, no Party, nor any director, employee, or agent of a Party shall give to or receive from any director, employee or agent of the other Party any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, no Party nor any director, employee or agent of a Party shall enter into any business arrangement with any director, employee or agent of the other Party (or any Affiliate), unless such person is acting for and on behalf of the other Party, without prior written notification thereof to the other Party.

(a)Option to Terminate. In the event of any violation of Section 17.3, including any violation occurring prior to the Effective Date of this Contract which resulted directly or indirectly in one Party’s consent to enter into this Contract with the other Party, such Party may, at its sole option, terminate this Contract at any time and, except for obligations to pay in full in United States currency for the outstanding payment obligations hereunder, shall be relieved of any further obligation under this Contract.

(b)Notice of Violation. Both Parties agree to immediately notify the other of any violation of Section 17.3.

(c)Records. The Parties shall maintain true and correct records in connection with their obligations under this Contract and all related transactions and shall retain all such records for at least twenty-four (24) months after termination of this Contract. An independent auditor appointed and paid for by Chevron may upon reasonable notice after the Effective Date of this Contract until twenty-four (24) months after termination of this Contract make an audit of the records of the Companies for the sole purpose of determining compliance with Section 17.3. The auditor shall be advised to not reveal information from any audit to Seller except if there has been a breach of Section 17.3 and if so, on that topic, and nothing more.

Section 17.4:Applicable Law/Venue. This Contract shall be construed in accordance with, and all disputes arising hereunder shall be determined in accordance with, the Law of the State of Hawaii,

24

U.S.A. Hawaii shall be the exclusive venue for any litigation arising hereunder. Each Party agrees and consents that any dispute, litigation, action or proceeding arising out of this Contract, however defined, shall be brought exclusively in the State of Hawaii in a court of competent jurisdiction.

Section 17.5:Entire Agreement/Modification. This Contract shall constitute the entire understanding between the Parties with respect to all matters and things herein mentioned. It is expressly acknowledged and agreed by and between the Parties that neither Party is now relying upon any collateral, prior or contemporaneous agreement, assurance, representation or warranty, written or oral, pertaining to the subject matter contained herein. This Contract shall not be modified or changed except by written instrument executed by the duly authorized representatives of the Parties hereto.

Section 17.6:Contract Is Not an Asset. This Contract shall not be deemed to be an asset of either Party, and, at the option of a Party, shall terminate in the event of any voluntary or involuntary receivership, bankruptcy or insolvency proceedings affecting the other Party.

Section 17.7:Status of the Parties.

(a)Nothing in this Contract shall be construed to constitute either Party as a joint venturer, co-venturer, joint lessor, joint operator or partner of the other. In performing services pursuant to this Contract, Seller is acting solely as an independent contractor maintaining complete control over its employees and operations. Unless otherwise provided in this Contract, neither the Companies nor Seller is authorized to take any action in any way whatsoever for or on behalf of the other, except as may be necessary to prevent injury to persons or property, or, in accordance with Section  13.2, to contain, reduce or clean up any spills that may occur.

(b)Chevron U.S.A. Inc. concludes some of its business (including the transactions contemplated hereunder) in the name of its division, Chevron Products Company. So long as Seller is a division or an Affiliate of Chevron U.S.A. Inc., Chevron U.S.A. Inc. shall be fully responsible and liable for the performance of all of Seller’s obligations hereunder.

(c)Any of the Companies (either individually, in combination or collectively) may enforce the terms of this Contract against Seller subject to and in accordance with the provisions of this Contract.

Section 17.8:Headings. The headings or captions are for convenient reference only and have no force or effect or legal meaning in the construction or enforcement of this Contract.

Section 17.9:Confidentiality and Non-Disclosure.

(a)Each Party may have a proprietary interest or other need for confidentiality in information that may be furnished to the other pursuant to this Contract, including the pricing, volume, duration or other commercial terms under this Contract (collectively, “Confidential Information”). The Party disclosing such information shall be referred to in this section as the “Disclosing Party,” and the Party receiving such information shall be referred to as the “Receiving Party.”

(b)The Receiving Party will hold in confidence and, without the consent of the Disclosing Party, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the Disclosing Party except as permitted herein. A Party may disclose Confidential Information if, but only to the extent, the disclosure: (A) is required by Law; (B) is required to enable a Party to enforce its rights or remedies under this Contract; (C) is made to a Party’s officers, directors, employees, professional advisors, independent contractors and consultants, who are subject to a duty of

25

confidentiality; (D) is to a third party who is required to maintain the confidentiality of the information under a written confidentiality agreement and the disclosure is made in connection with a potential (i) sale of the stock or partnership interests in a Party, as applicable, or (ii) sale or other disposition of all or substantially all of the assets or facilities which would primarily benefit from or support performance of the Contract; or (E) is to a third party who is required to maintain the confidentiality of the information under Law or a written confidentiality agreement and the disclosure is made to prospective lenders or actual lenders. In the event Confidential Information is required to be disclosed by the Receiving Party pursuant to Law, provided that the Receiving Party shall disclose only that part of the Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such disclosure in a timely fashion in order to permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the same by the Party to which the Confidential Information is disclosed. Without limiting the foregoing, the Receiving Party agrees that it will exercise at least the same standard of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable care.

(c)Confidential Information for purposes of this Contract shall not include information if and only to the extent that the Receiving Party establishes that the information: (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

(d)Any provision herein to the contrary notwithstanding, Hawaiian Electric may disclose Confidential Information to the Commission, the Consumer Advocate, and/or any other governmental regulatory agency with notice to, but without need of prior consent by Seller, provided that Hawaiian Electric takes reasonable steps to obtain approval to submit the same under seal or under other procedures designed to preserve the confidentiality of the Confidential Information.

Section 17.10:Financial Compliance/Capital Lease/No Consolidation.

(a)Seller shall provide or cause to be provided to Hawaiian Electric on a timely basis, as reasonably determined by Hawaiian Electric, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by Hawaiian Electric for purposes of permitting Hawaiian Electric and its parent company, Hawaiian Electric Industries (“HEI”), to comply with the requirements (initial and on-going) of (a) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“FASB ASC 810”), (b) Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), (c) FASB  ASC 840 Leases (“FASB ASC 840”), and (d) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404, and  FASB ASC 840, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other governing agencies. In addition, if required by Hawaiian Electric in order to meet its compliance obligations, Seller shall allow Hawaiian Electric or its independent auditor, to audit, to the extent reasonably required, Seller’s financial records, including its system of internal controls over financial reporting; provided that Hawaiian Electric shall be responsible for all costs associated with the foregoing, including but not limited to Seller's reasonable internal costs.

(b)If there is a change in circumstances during the Term that would trigger consolidation of Seller’s finances on to Hawaiian Electric’s balance sheet, and such consolidation is not attributable to

26

Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of the Contract, to eliminate the consolidation, while preserving the economic “benefit of the bargain” to both Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric (and/or Hawaiian Electric’s Affiliates or HEI) in their good faith analysis and sole discretion are required to consolidate Seller into its financial statements in accordance with U.S. generally accepted accounting principles, then Hawaiian Electric may take any and all action necessary to eliminate consolidation, including without limitation, by immediately terminating this Contract without fault or liability.

(c)If there is a change in circumstances during the Term that would trigger the treatment of this Contract as a capital lease under FASB ASC 840, and such treatment is not attributable to Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of the Contract, to eliminate the capital lease treatment, while preserving the economic “benefit of the bargain” to both Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric’s (and/or Hawaiian Electric’s Affiliates, or HEI) in their good faith analysis and sole discretion are required to treat this Contract as a capital lease under FASB ASC 840, then Hawaiian Electric may take any and all action necessary to eliminate this capital lease treatment, including without limitation, by immediately terminating this Contract without fault or liability.

(d)Hawaiian Electric shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 17.10. Hawaiian Electric may share the Information on a confidential basis with HEI and the independent auditors and attorneys for Hawaiian Electric and HEI. (Hawaiian Electric, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 17.10 as “Recipient.”) If either Hawaiian Electric or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Seller and/or this Contract is necessary, Hawaiian Electric and HEI each shall have the right to disclose such of the Information as Hawaiian Electric or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give Seller prompt written notice thereof (in advance to the extent practicable under the circumstances). If Hawaiian Electric or HEI disclose Information pursuant to the preceding sentence, Hawaiian Electric and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Commission and the Consumer Advocate in connection with the Commission’s rate making activities for Hawaiian Electric, and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Commission first issues a protective order to protect the confidentiality of such Information. Neither Hawaiian Electric nor HEI shall use the Information for any purpose other than as permitted under this Section 17.10.

(e)In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable Law or by legal process (e.g., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Seller with prompt notice of such legal requirement prior to disclosure so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 17.10. If such protective order or other remedy is not obtained, or if Seller waives compliance with the provisions of this Section 17.10, Recipient shall furnish only that portion of the Information which it is legally required to so furnish and shall use reasonable efforts to obtain assurance that confidential treatment will be accorded to any disclosed material.

(f)The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 17.10 shall not extend to any portion(s) of the Information which (a) was known to such

27

Recipient prior to receipt, or (b) without the fault of such Recipient is available or becomes available to the general public, or (c) is received by such Recipient from a third party not bound by an obligation or duty of confidentiality.

Section 17.11: Miscellaneous. No use of the pipelines, facilities or equipment used in connection with this Contract shall be construed as having been dedicated to public use and it is hereby acknowledged by the Parties that the owner of any pipelines used to transport Fuel under this Contract retains the rights to determine who, other than the Parties to this Contract, shall use said pipelines, facilities, and equipment. If any action is taken or threatened by any Governmental Authority to declare the usage herein granted to either Party a public use, then and in that event, the Parties shall enter into good faith negotiations to restructure and restate the Contract provided that such restructuring and restatement does not increase the charges that Companies is obligated to pay hereunder. In the event that the Parties are unable to agree to any such restructuring within forty (40) days after the commencement of negotiations, either Party will have the right to terminate this Contract effective ninety (90) days’ after giving written notice of termination to the other Party.

Section 17.12: Counterparts. This Contract may be executed in as many counterparts as desired by the Parties, any one of which shall have the force and effect of any original but all of which together shall constitute the same instrument. This Contract may also be executed by exchange of executed copies via facsimile or other electronic means, such as PDF, in which case - but not as a condition to the validity of the Contract - each Party shall subsequently send the other Party by mail the original executed copy. A Party's signature transmitted by facsimile or similar electronic means shall be considered an “original” signature for purposes of this Contract.

[Signatures Follow]

28

IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day and year first above written.

HAWAIIAN ELECTRIC COMPANY, INC.	CHEVRON PRODUCTS COMPANY,
	a division of Chevron U.S.A. Inc.
By /s/ Ronald R. Cox______________________	By /s/ Billy Liu___________________________
Its Ronald R. Cox	Its Billy Liu
Vice President, Power Supply	Hawaii VCO Coordinator
HAWAII ELECTRIC LIGHT COMPANY, INC.	MAUI ELECTRIC COMPANY, LTD.
By /s/ Jay Ignacio_________________________	By /s/ Sharon M. Suzuki_____________________
Its Jay Ignacio	Its Sharon M. Suzuki
President	President
By /s/ Tayne Sekimura____________________	By /s/ Lyle J. Matsunaga_____________________
Its Tayne Sekimura	Its Lyle J. Matsunaga
Sr. VP & Chief Financial Officer	Assistant Treasurer

29

EXHIBIT A

(Specifications)

INDUSTRIAL FUEL OIL SPECIFICATION

The IFO to be supplied hereunder shall be a regular commercial grade of Industrial Fuel Oil No. 6, having the following specifications:

Item	Specifications	ASTM Test Method
Gravity @ 60° F, API	6.5 min.	D1298 or D4052-86
Flash, °F	150 min.	D93, D6450
Viscosity, SSF @ 122°F	179 min., 226 max.	D445/D2161
Pour Point, °F	55 max.	D97
Sulfur, % Wt.	2.00 max.	D1552, D2622 or D4294
Sediment & Water, % Vol.	0.5 max.	D1796
BTU content *, MM BTU/BBL	6.0	D240
Vanadium **, PPM wt.	100	D5863
Nitrogen ***, PPM wt.	6500	D5762 or D4629
* Typical Value is 6.3 MM BTU/bbl, value is typical; it is not guaranteed.
** Typical Value is shown, value is not a specification limit.
*** Typical Value is shown, value is not a specification limit.

IFO Confirmation Test Items:  Gravity @ 60 DF, Flash Point, Viscosity, and Sulfur.

30

DIESEL NO. 2 FUEL SPECIFICATION

The Diesel to be supplied hereunder shall be of regular commercial grade of Diesel Fuel No. 2 and have the following specifications:

Item	Units	Specification Limits	Test Method
Gravity @ 60°F	°API, Specific	30.0 min., .88 min.	D1298 or D4052-86
Viscosity @ 100 DF	SSU	32.3 - 40.0	D445, D2161
BTU content *	MM BTU/BBL	5.84	Calculated or D240
Heat Value, Net	MM BTU/BBL	Report	Calculated or D240
Flash Point, PM	°F	150 min.	D93, D6450
Pour Point *	°F	35	D97
Ash	PPM, wt.	100 max.	D482
Cetane Index		40 min.	D4737
Carbon Residue,
10% Residuum	%, wt.	0.35 max.	D524
Sediment & Water	%, vol.	0.05 max.	D1796
Sulfur	%, wt.	0.40 max.	D1552, D2622 or
			D4294
Distillation
90% Recovered	°F	540 - 650	D86
Sodium+Potassium	PPM, wt.	0.5 max.	D3605
Sodium+Pot+Lithium	PPM, wt.	Report	D3605
Vanadium **	PPM, wt.	0.8	D3605
Nitrogen ***	PPM, wt.	120	D4629 or D5762
* Typical values is shown.
** Typical value is shown.
*** Typical value is shown.

Diesel Confirmation Test Items: Gravity @ 60 DF, Flash Point and color to determine dye content is within legal parameters. Sulfur shall also be tested if the refinery issuing tank sulfur is higher than 0.2% Wt. Sulfur.

31

ULTRA LOW SULFUR DIESEL SPECIFICATIONS

Test Property	Test Method	Unit of Measure	Min	Max
APPEARANCE	(None)	Visual
ASH	ASTM D482	% mass		0.01
CARBON RESIDUE: RAMS 10%
BOTTOMS	ASTM D524-04	% mass		0.35
CETANE INDEX	ASTM D4737-04	Number	40.0
One of the following must be met:
CETANE INDEX	ASTM D976-06	Number	40.0
Or
AROMATICITY	ASTM D1319	Vol %		35
COPPER STRIP CORROSION: 3 HR
@ 50C	ASTM D130-04e1	Classification		3
DISTILLATION: 90% RECOVERED	ASTM D86-07a	*C	282	338
DYE
FLASH POINT: P-M	ASTM D93-07	*C	52
FLASH POINT: P-M	ASTM D93-07	*F	125
LUBRICITY, 60C, WSD	ASTM D6079	Mcrons		520
SULFUR	ASTM D5453	ppm by WT		15
CONDUCTIVITY	ASTM D2624/D 4308	pS/m pr C.U.	25
VISCOSITY: KIN @ 40C	ASTM D445-06	cSt	1.9	4.1
WATER & SEDIMENT	ASTM D1796-04	% vol		0.05

[End of Exhibit A]

32

EXHIBIT B

(Pricing)

[…

33

(redaction continued)

34

(redaction continued)

35

(redaction continued)

]

[End of Exhibit B]

36

EXHIBIT C

(Pricing Examples)

[…

37

(redaction continued)

38

(redaction continued)

39

(redaction continued)

40

(redaction continued)

]

[End of Exhibit C]

41

EX-10.2

Exhibit 10.2

SUPPLY CONTRACT FOR LSFO, DIESEL AND MATS FUEL

This Supply Contract for LSFO, Diesel and MATS Fuel (“Contract”) is made as of this 18th day of February, 2016, by and between Hawaiian Electric Company, Inc. (“Hawaiian Electric”) and Chevron U.S.A. Inc., through its division Chevron Products Company (“Seller”). Hawaiian Electric and Seller are each a “Party” and collectively the “Parties” to this Contract. This Contract shall become effective as provided in Section 2.3 below.

WHEREAS, Hawaiian Electric is in the business of generation, transmission and distribution of electrical power on the island of Oahu, State of Hawaii; and

WHEREAS, Seller is a supplier of low sulfur fuel oil (“LSFO”), low sulfur diesel (“Diesel”), and Mercury and Air Toxic Standards (“MATS”) compliant fuel (“MATS Fuel”) (singularly and collectively, “Fuel”) with delivery and transportation capabilities and desires to supply and deliver to Hawaiian Electric Fuel that meets Hawaiian Electric’s utility generation requirements; and

WHEREAS, Hawaiian Electric will purchase from Seller 100% of its Fuel volume requirements for O’ahu, equaling approximately 6.5 million barrels per year of LSFO and/or MATS Fuel as required to meet the Environmental Protection Agency’s MATS rules for use at Hawaiian Electric’s Kahe Power Plant located in Kapolei, Hawaii (“Kahe”) and Waiau Power Plant located in Pearl City, Hawaii (“Waiau”); and

WHEREAS, Seller represents that it is equipped and has the ability to supply Fuel of such suitable type and quality and in a quantity sufficient to meet all of Hawaiian Electric’s Oahu Fuel volume requirements; and

WHEREAS, Seller is willing to sell and deliver such suitable Fuel to Hawaiian Electric and Hawaiian Electric is willing to purchase and receive such Fuel from Seller under the terms and conditions set forth hereinafter.

NOW, THEREFORE, it is mutually agreed by the Parties hereto as follows:

ARTICLE I

DEFINITIONS

Except where otherwise indicated, the following definitions shall apply throughout this Contract.

1.1 “Affiliate”, except where otherwise expressly provided, means an entity controlling, controlled by or under common control with Seller or Hawaiian Electric, as the case may be. For the purposes of this definition “control” (including with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such entity, directly or indirectly, whether through the ownership of a majority of voting securities, by contract or otherwise, and it being understood and agreed that with respect to a corporation, limited liability company, or partnership, control shall mean direct or indirect ownership of equal to or more than 50% of the voting stock or limited liability company interest or general partnership interest or voting interest in any such corporation, limited liability company or partnership.

1.2 “API” means American Petroleum Institute, a long-established petroleum industry organization.

1.3 “ASTM” means the American Society for Testing and Materials, a long-established source of standard testing and evaluation methods for petroleum.

1.4 “barrel” means 42 American bulk gallons at 60 degrees Fahrenheit (“DF”).

1.5 “BPTF” means Hawaiian Electric’s Barbers Point Tank Farm, a fuel receiving, storage and

1

distribution facility located in Barbers Point area of O’ahu, in Campbell Estate Industrial Park, Kapolei, Hawaii.

1.6 “BTU” and “BTU content” means British Thermal Unit and refers to the standard assessment of Fuel’s gross heating value or gross heat content of Fuel determined in accordance with the test method specified in this Contract.

1.7 “business day” shall mean Monday through Friday, except for a day as to which physical locations of commercial banks in Honolulu, Hawaii are closed for business to the public due to a scheduled holiday.

1.8 “Certificate of Quality” or “Quality Certificate” means the formal document recording the Seller’s laboratory determination of quality and BTU content of a particular sample which represents a specific Delivery, said laboratory determinations having been performed in accordance with the test methods described herein.

1.9 “Commission” means the State of Hawaii Public Utilities Commission.

1.10 “Commission Approval Order” is defined in Section 2.2 below.

1.11 “Consumer Advocate” means the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii.

1.12 “Contract” means this Supply Contract for LSFO, Diesel and MATS Fuel between Seller and Hawaiian Electric.

1.13 “day” or “days“ means a calendar day of 24 hours.

1.14 “Deliver”, “Delivery”, “Deliveries” or “Delivered” refers to the transfer of title or physical movement of Fuel by Seller and purchased by Hawaiian Electric.

1.15 “Delivery Status Against Ratable” means the calculated figure equal to cumulative Deliveries of Fuel as of a specific day in a month where said Deliveries for the month which includes the specified day less the cumulative Nominations on a Contract-to-date basis as of that same specific day in a month.

1.16 “DF” means degrees Fahrenheit.

1.17 “Diesel” means low sulfur diesel, of the quality specified herein, which may be blended with LSFO to produce MATS Fuel.

1.18 “DOT” means the Department of Transportation of the State of Hawaii and/or of the United States, as the case may be.

1.19 “Effective Date” is defined in Section 2.3 below.

1.20 “Extension” means any Contract term in addition to and after the Original Term, each of which is a consecutive 12-month period beginning January 1.

1.21 “Final Sample” is defined by the mode of delivery which is detailed in Section 6.4 below.

1.22 “Fuel” means singularly and collectively LSFO, Diesel, and MATS Fuel suitable for use as a boiler fuel of the quality specifications described herein.

1.23 “gallon” means a United States liquid gallon of 231 cubic inches at 60 DF.

1.24 “Governmental Authority” means any international, foreign, federal, state, regional, county, or local Person having governmental or quasi-governmental authority or subdivision thereof, including recognized courts of Law, or other body or entity of competent jurisdiction.

1.25 “G.S.V.” means gross standard volume in U.S. Barrels at 60 DF.

1.26 “Independent Inspector” means a qualified third-party petroleum inspection contractor acceptable to both Parties providing petroleum sampling, measurement and other services before, during and after a Delivery.

1.27 “Inter-island Supply Contract” means that certain Inter-island Supply Contract for Petroleum Fuels, dated February 18, 2016, by and between Hawaiian Electric Co., Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited, and Chevron U.S.A. Inc. (through its division Chevron Products Company).

1.28 “Law” means any law, decree, directive, judgment, order, decision, interpretation, enforcement, statute, code, ordinance, rule, regulation, treaty, convention or any action, direction or intervention or other requirement of any Governmental Authority.

2

1.29 “Line Displacement Stock” means Fuel Delivered (i) to displace Fuel from BPTF piping to Hawaiian Electric’s Kahe or Waiau pipelines during any shutdown of operations of such facilities for reasons including but not limited to emergency, inspection, repair, or maintenance; (ii) to heat up BPTF piping, Hawaiian Electric’s Kahe or Waiau Pipelines subsequent to any shutdown; or (iii) to be used as reasonably required for the use or operation of such facilities in order to facilitate the movement of Fuel into Hawaiian Electric’s tankage at BPTF, Kahe and Waiau.

1.30 “LSFO” means low sulfur fuel oil produced in conformity with the provisions of the quality specified herein.

1.31 “Marine Delivery” or “Marine Deliveries” means a Delivery of Fuel and/or the components thereof, including blendstock, all or part of which are Delivered by Seller from a marine vessel to Hawaiian Electric’s receiving and storage tanks.

1.32 “MATS Fuel” means a liquid-based fuel, namely LSFO proportionately blended with Diesel, intended by Hawaiian Electric to satisfy the Environmental Protection Agency’s MATS rules and regulations or any similar rules and/or regulations.

1.33 “month” means a calendar month.

1.34 “Nominated” and “Nomination” means the amount of Fuel specified by Hawaiian Electric to be sold and Delivered by Seller and purchased and received by Hawaiian Electric for a specified month. All Nominated volumes shall specify the type and quantity, including the ratio of LSFO and Diesel for MATS Fuel required.

1.35 “Original Term” is defined in Section 2.1 below.

1.36 “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity.

1.37 “Party” and “Parties” are defined in the first paragraph above.

1.38 “Pipeline Blend” means a mixture of Seller’s Pipeline Fill and Fuel.

1.39 “Pipeline Delivery” or “Pipeline Deliveries” means a Delivery of Fuel and/or the components thereof, including blendstock, all or part of which are Delivered by Seller to Hawaiian Electric’s receiving and storage tanks at BPTF.

1.40 “Pipeline Fill” means the petroleum residing in the pipelines through which Seller makes Delivery of Fuel to Hawaiian Electric.

1.41 “Ratable” means a volume that is proportional, able to be rated or estimated.

1.42 “Representatives” of a Party shall mean the respective officers, directors, members, managers, employees, and agents of such Party or its Affiliates.

1.43 “Refinery” means Seller’s oil refining and related facilities located in the Barbers Point area of O’ahu, in Campbell Estate Industrial Park, Kapolei, Hawaii.

1.44 “Reverse Line Displacement” means an operation where Hawaiian Electric pumps Hawaiian Electric’s Fuel into the pipeline which Seller uses to Deliver Fuel to Hawaiian Electric in order to displace Seller’s Pipeline Fill.

1.45 “Specification” means the fuel quality specifications applicable to Fuel as described herein and stated in Exhibit A.

1.46 “Term” means the Original Term and any Extension(s).

1.47 “Terminalling Agreement” means that certain Fuels Terminalling Agreement, dated February 18, 2016, by and between Chevron U.S.A. Inc. (through its division Chevron Products Company) and Hawaii Electric Light Company, Inc.

1.48 “USD” means currency denominated in U.S. dollars.

1.49 “Year” means a calendar year.

3

ARTICLE II

TERM

Section 2.1:Term. The initial term of this Contract (“Original Term”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12) months, beginning each successive January 1, unless Hawaiian Electric or Seller gives written notice of termination at least one hundred twenty (120) days before the beginning of an Extension.

Section 2.2:Regulatory Approval.

(a)Hawaiian Electric will file an application with the Commission requesting approval of this Contract following its execution. This Contract is contingent upon the issuance of a decision and order by the Commission that (i) approves this Contract and its pricing and terms and conditions, (ii) is in a form deemed to be reasonable by Hawaiian Electric, in its sole discretion; and (iii) allows Hawaiian Electric to include the reasonable costs incurred by Hawaiian Electric pursuant to this Contract in its revenue requirements for ratemaking purposes and for the purposes of determining the reasonableness of Hawaiian Electric’s rates and/or for cost recovery above those fuel costs included in the base rate through Hawaiian Electric’s Energy Cost Adjustment Clause, hereinafter, the “Commission Approval Order”.

(b)Without limiting the foregoing, Seller understands that the Commission Approval Order may not be in a form deemed to be reasonable to Hawaiian Electric if it (i) contains terms and conditions deemed to be unacceptable to Hawaiian Electric, in its sole discretion, or (ii) it denies or defers ruling on any part of the Commission application, or (iii) is not final (or deemed to be final by Hawaiian Electric, in its sole discretion), because the Commission Approval Order has been appealed or Hawaiian Electric is not satisfied that no party to the proceeding in which the Commission Approval Order is issued, or other aggrieved person with the right to appeal, intends to seek a change in such Commission Approval Order through motion or appeal.

(c) If Hawaiian Electric has not received a final or interim Commission Approval Order and provided Seller written notice of the same by October 1, 2016 or if Hawaiian Electric’s request for Commission approval of this Contract is denied in whole or in part, then either Seller or Hawaiian Electric may terminate this Contract by providing written notice of such termination delivered to the other prior to the Effective Date, as it is defined in Section 2.3. In such event of termination, each Party shall bear its own respective fees, costs and expenses incurred prior to termination, if any, in preparation for performance hereunder, and the Parties shall have no further obligation to each other with respect to this Contract except for indemnity and any confidentiality obligations assumed by the Parties hereunder.

Section 2.3:Effective Date. This Contract shall become effective on the date (“Effective Date”) of receipt by Hawaiian Electric of the Commission’s final or interim Commission Approval Order, and Hawaiian Electric will provide Seller with written notice of the same within five (5) business days from receipt by Hawaiian Electric. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Contract until the Effective Date, except that the Parties agree that upon full execution of this Contract they will be bound by Section 2.2 (Regulatory Approval), Section 11.1 (Force Majeure), Section 12.1 (Compliance with Laws and Regulations), Section 14.1 (Indemnity) and all provisions of Article XVIand Article XVII.

4

ARTICLE III

QUANTITY

Section 3.1:Quantity of Fuel To Be Delivered. Subject to the terms and conditions herein, Seller shall sell and Deliver to Hawaiian Electric, and Hawaiian Electric shall purchase and receive from Seller, 100% of Hawaiian Electric’s volume requirements for Fuel on O’ahu at a reasonably uniform rate during each month. […] If Seller agrees to deliver the additional volume(s) requested, the pricing for such volume(s) will be determined as specified in Exhibit B.

Section 3.2: Transitioning To and From MATS Fuel. In addition to the other requirements of Section 3, including with regard to Nomination, Hawaiian Electric will notify Seller a […] of the requested first Delivery date each time a specific generating unit transitions to or from MATS Fuel. This notification will include the average expected daily consumption for each generating unit being transitioned and the ratio of Diesel and LSFO for MATS Fuel for each production train being transitioned to MATS Fuel.

Section 3.3:Nomination and Designation of Delivery Amounts.

(a)Hawaiian Electric shall provide Seller with written notice of Hawaiian Electric’s Nominated volume of Delivery for each month at least […] prior to the beginning of that month. In addition to the volume Nomination, Hawaiian Electric shall also provide a written indication of the volume Hawaiian Electric anticipates purchasing for the calendar month following the month for which the Nomination is provided. All Nominated volumes shall specify the type and quantity of Fuel and Diesel and LSFO ratios for MATS Fuel.

(b)No later than […], Seller will in writing, via email, provide Hawaiian Electric with a proposed schedule of Pipeline Deliveries and Marine Deliveries (“Delivery Schedule”) to be made for the following […]. The proposed Delivery Schedule shall specify the type of Delivery, whether Pipeline Delivery or Marine Delivery, approximate quantity and the approximate date. The Deliveries are to be made at reasonably regular intervals. Hawaiian Electric shall notify Seller of its acceptance or rejection of the proposed Delivery Schedule […] of receipt. Should Hawaiian Electric fail to provide notice to Seller of its acceptance, conditional acceptance or rejection of the Delivery Schedule prior to the end of […], Hawaiian Electric shall be deemed to have accepted the Delivery Schedule. If Hawaiian Electric rejects the proposed Delivery Schedule because the date or volume of an individual Delivery is unacceptable, Hawaiian Electric shall advise Seller in writing as soon as possible thereafter of a satisfactory alternate Delivery date or alternate Delivery quantity.

(c)Seller shall notify Hawaiian Electric in writing of any change in the accepted Delivery Schedule due to any of the following causes with respect to each individual Delivery as soon as practicable after it shall become known to Seller:

(1) A change in the volume of an individual Pipeline Delivery, if such change is in excess of […] of the previously advised Delivery volume or a change in the

5

volume of an individual Marine Delivery, if such change is in […] barrels of the previously advised Delivery volume; or

(2) A change in the date of an individual Delivery, if such change is greater than […] from the previously advised date.

(d)Hawaiian Electric shall not be required to take Delivery of more than […] of a month’s Nominated volume in any […]. Seller shall not be required to make Delivery of more than […]of a month’s Nominated volume in any […] consecutive day period. Seller will make commercially reasonable efforts to plan its Pipeline Deliveries and Marine Deliveries such that it shall have a […].

(e)Seller and Hawaiian Electric shall make commercially reasonable efforts to coordinate their separate marine and pipeline shipments into and out of Hawaiian Electric’s BPTF to minimize operational difficulties and costs, including but not limited to tankage availability and vessel demurrage.

(f)Unless waived by Hawaiian Electric and subject to tank availability, the physical volume of Seller’s Marine Deliveries of Fuel shall be limited to […] of any month, except during months when Seller’s Fuel production facilities at the Refinery are not operating or when Hawaiian Electric’s Nominated rate of Delivery for the month of the Marine Delivery is in excess of the maximum quantity Seller is obligated to supply.

(g)If due to reasons other than an event of Force Majeure, the Delivery schedule provided by Seller indicates that anticipated Pipeline Deliveries and Marine Deliveries of Fuel for the cumulative quantity of its Deliveries to Hawaiian Electric during a given period of this Contract will […].

(h)[…]

6

ARTICLE IV

QUALITY

Section 4.1:Quality of Fuel To Be Delivered. The quality of Fuel to be sold and Delivered hereunder shall comply with the Specifications for Fuel, attached hereto as Exhibit A, and made a part hereof (the “Specifications”), and meet all applicable Laws.

ARTICLE V

PRICE

Section 5.1:Pricing. Pricing of Fuel under this Contract shall be as set forth on the attached Exhibit B.

Section 5.2:Rounding. All prices, price formula component value averages and other sums payable with respect to Fuel purchased hereunder shall be stated in the nearest hundredths of a dollar unless specifically provided otherwise as in Exhibit B and Exhibit C.

Section 5.3:Fees, Taxes, Assessments, Levies and Imposts.

(a)In addition to all other amounts payable by Hawaiian Electric under this Contract, Hawaiian Electric shall reimburse Seller for all taxes, assessments, levies and imposts of whatsoever kind or nature imposed on Seller by any governmental or quasi-governmental body, as adjusted, modified or revised from time to time, including without limitation the Hawaii General Excise Tax, the Hawaii Use Tax, the Hawaii Environmental Response Tax and U.S. Customs duties with respect to the importation and sale of Fuel, its feedstock or its components under this Contract or the receipt by Seller of payments hereunder. Notwithstanding the foregoing and any illustrative schedule of prices herein, Hawaiian Electric shall not be required to reimburse Seller under this Section 5.3 for any tax measured by or based on the net income of Seller or for real property taxes or to duplicate any item of expense of Seller which is recovered by Seller under the billing pricing under Section 5.1.

(b)As to the reimbursement of Seller for U.S. Customs duties, the per barrel amount to be reimbursed by Hawaiian Electric shall be equal to the actual per barrel rate of U.S. Customs duties charged Seller for Fuel, its feedstock or its components imported from sources outside of the U.S. during in the calendar quarter immediately preceding the calendar quarter of the Nominated month of Delivery. If the foregoing is imported from sources subject to different customs duty rates, the reimbursement fee per barrel shall be based on the average of the U.S. Customs duty per barrel rates weighted by the respective volume of material imported from the various sources during the calendar quarter in question. The accuracy of the reimbursement per barrel payable by Hawaiian Electric pursuant to this Section 5.3(b) may upon written request be verified by an independent auditor chosen by Seller and subject to Hawaiian Electric’s acceptance, such acceptance not to be unreasonably withheld. Seller and Hawaiian Electric shall share equally the cost of such independent verification to the extent that such verification would not otherwise have been routinely performed for Seller by the independent auditor.

Section 5.4: […]

7

ARTICLE VI

DELIVERY

Section 6.1:Notification of Marine Delivery.

(a)Seller shall provide Hawaiian Electric with updates on the anticipated arrival date of its vessel and expected date for commencing the Marine Delivery and otherwise comply with the notice provisions of Section 3.3.

(b)The Parties shall mutually coordinate the Delivery of Fuel. With regard to Marine Deliveries, Seller shall provide Hawaiian Electric a proposed […] shipment period or window for Delivery of Fuel no later than […]. Hawaiian Electric shall use reasonable efforts to accommodate Seller’s proposed […]shipment period, however, should Hawaiian Electric be unable to accommodate Seller’s proposed […]shipment period:

1. Hawaiian Electric may reject Seller’s proposed […]upon providing Seller notice no later than […] from the receipt of Seller’s notification.

2. Seller may propose an alternate […] period, where such alternate shipment period is within five (5) days of the date of Seller’s first proposed […] day shipment period. Notice may be given by email or telephone.

3. Seller shall provide Hawaiian Electric the intended volume of Fuel to be Delivered to Hawaiian Electric via marine vessel subject to a variation of […] with respect to the actual physical volume Delivered and a proposed […]. Notices may be given by email or telephone.

(c)[…]

(d)Delivery of Marine Cargo.

1. Seller may Deliver LSFO, LSFO blendstock, MATS Fuel, MATS Fuel blendstock, or Diesel Fuel from Seller’s vessel into Hawaiian Electric’s BPTF. The volume of Seller’s Marine Delivery shall conform to the provisions of Section 3.3 herein unless

8

it has received prior written approval from Hawaiian Electric.

2. If requested by Hawaiian Electric and in order to verify proper line-ups and procedures, for the first Marine Delivery under the Term of this Contract, Seller’s control operator shall be present at Hawaiian Electric’s control room for the entire duration of the Marine Delivery, at no cost to Hawaiian Electric. For all subsequent Marine Deliveries and at Hawaiian Electric’s option and cost, Seller’s control operator shall be present at Hawaiian Electric’s control room for the entire duration of the Marine Delivery, or at Hawaiian Electric’s option, the control operator may be present only for the beginning and end of the Marine Delivery. […].

(e)Title and Risk of Loss for a Marine Delivery. Title to the Fuel and the risk of loss of the Fuel and components Delivered from Seller’s vessel or from the Refinery in conjunction with a Marine Delivery shall pass from Seller to Hawaiian Electric at the BPTF as soon as the quality of the Fuel so Delivered is determined by Seller to meet the specifications set forth in this Contract, subject to Hawaiian Electric’s timely verification, or at Hawaiian Electric’s option, Hawaiian Electric’s verbal notice to Seller allowing release for shipment prior to verification.

(f)Determination of Quantity and Quality. The quantity and quality Delivered by marine vessel shall be determined in the manner specified in Section 6.4 of this Contract, except as follows:

1. Seller agrees to advise the Independent Inspector, prior to commencing a Marine Delivery of Fuel or any component thereof from Seller’s vessel, the API gravity and flash point in degrees Fahrenheit shown on the port of loading Quality Certificate representing the quality of said Fuel or component thereof.

2. In order to reduce the likelihood of Seller’s Marine Delivery of Fuel, Fuel blendstock, or component thereof resulting in quality problems occurring in Hawaiian Electric’s receiving tank(s), Seller agrees to test a volumetric weighted average composite of samples representative of the Fuel, Fuel blendstock or component thereof to be shipped to Hawaiian Electric’s receiving tanks (“Precautionary Sample”). The Precautionary Sample shall be drawn after the arrival of the vessel in Hawaii state waters, but prior to the commencement of the Marine Delivery, and shall be tested by Refinery’s laboratory. Seller agrees that should a pre-discharge computer blend simulation representing the quality of a volumetric weighted average mixture of the Precautionary Sample, components of the Marine Delivery in questions previously shipped to Hawaiian Electric’s receiving tanks and other Fuel, Fuel blendstock or components available to be shipped from the Refinery reasonably indicate the Marine Delivery in question will not conform to the quality specified in Exhibit A. Seller will instruct the vessel operator not to commence Delivery of its cargo to Hawaiian Electric’s receiving tanks without Hawaiian Electric’s express permission.

3. The quality and BTU content of the Fuel Delivered shall be determined on the basis of a volumetric weighted average composite of samples drawn from Hawaiian Electric’s receiving tank(s) in such manner as to be representative of the entire Marine Delivery (“Tank Final Sample”). The Tank Final Sample shall be divided and otherwise handled in accordance with the provisions of Section 6.4(c).

9

4. Quantity of the Fuel Delivered via a Marine Delivery shall be determined at the time of each Marine Delivery by gauging Hawaiian Electric’s tank(s) before and after pumping. Quantities sold and Delivered pursuant to this Section 6.1. shall be calculated in accordance with the current measurement standards adopted by industry, ASTM, API and other recognized standard-setting bodies as are applicable in the opinion of the Independent Inspector and shall be expressed in G.S.V., U.S. barrels at 60 DF.

Section 6.2:Pipeline Deliveries.

(a)No later than […].

(b)Seller shall notify Hawaiian Electric of any change in the proposed Delivery Schedule due to any of the following causes with respect to any Delivery when it shall become known to Seller:

1. A change in the volume of an individual Pipeline Delivery if such change […] of the previously advised Delivery volume; or

2. A change in the date of an individual Delivery, if such change is […]from the previously advised date; or

3. […].

(c)Pipeline Delivery of Fuel, […] from the Refinery shall be made by pipeline from the Refinery into Hawaiian Electric’s BPTF. Title and risk of loss shall pass to Hawaiian Electric where Refinery pipelines interconnect with Hawaiian Electric’s BPTF pipelines at the point where the pipelines intersect the boundary line between the Refinery property and Hawaiian Electric’s BPTF property.

(d)Pipeline Delivery of Diesel Fuel […] from Refinery tankage made by Seller’s distribution pipeline from the Refinery to Hawaiian Electric’s Waiau or an existing direct connection to a third-party diesel pipeline employed under an appropriate throughput agreement with Hawaiian Electric. Title and risk of loss of such Diesel shall pass to Hawaiian Electric as Diesel passes the flange connecting Seller’s distribution pipeline to Hawaiian Electric’s BPTF, Hawaiian Electric’s Waiau, or existing third-party diesel pipeline as applicable.

Section 6.3:Delivery Rates.

(a)Hawaiian Electric shall not be required to take Delivery, and Seller shall not be required to make Delivery of more than […]. Seller shall make reasonable good faith efforts to plan its Pipeline Deliveries such that it shall have a Ratable Delivery […].

(b)Unless waived in advance by Hawaiian Electric, and subject to Hawaiian Electric tank

10

availability, the physical volume of Seller’s Deliveries of Fuel shall be limited to […] for any individual Pipeline Delivery.

Section 6.4:Quality Determination.

(a)All samples, measurements and determinations drawn, taken and made, respectively, under this Section 6.4 shall be for Fuel in Seller’s tank prior to Pipeline Delivery, however the quality determination for MATS Fuel Deliveries will be based on […]. All such samples shall be considered Final Sample and will be drawn by Seller unless Hawaiian Electric elects to have samples drawn under the supervision of the Independent Inspector. Seller and Hawaiian Electric will share equally the cost of the Independent Inspector

(b)The quality and BTU Content of the Fuel Delivered shall be determined on the basis of a volumetric weighted average composite of samples drawn from Seller’s issuing tank(s) at Seller’s Refinery for Pipeline Deliveries, or the vessel’s composite sample for Marine Deliveries, in such manner as to be representative of each individual Delivery (“Final Sample”).

(c)The Final Sample shall be divided into a minimum of three (3) parts as follows:

1. One part shall be provided to Seller’s laboratory for analysis to determine quality including BTU Content per barrel.

2. One part shall be provided to Hawaiian Electric for the purpose of verifying Seller’s determinations.

3. At least one part shall be sealed and provided to the Independent Inspector to be retained for a period of at least three (3) months.

(d)Seller agrees to provide Hawaiian Electric with a copy of Seller’s Certificate of Quality of Fuel Final Sample, and shall provide this prior to shipment of the Fuel. Seller agrees to provide API gravity to Independent Inspector prior to the shipment of the Fuel.

(e)Hawaiian Electric shall have the right to perform laboratory analyses in order to verify the results of Seller’s laboratory analyses; provided however, that such verification analyses shall be performed in a timely manner. Seller and Hawaiian Electric will make reasonable good faith efforts to evaluate BTU Content and exchange results within […] of the completion of the Pipeline Delivery.

(f)In order to eliminate or minimize the volume of […].

(g)If Hawaiian Electric elects not to commence Pipeline Delivery operations by displacing Seller’s Pipeline Fill with Hawaiian Electric’s Fuel, or if such displacement is operationally unfeasible or impractical for any other cause, Seller and Hawaiian Electric recognize that the Fuel received by Hawaiian Electric in a Pipeline Delivery may be a blend which includes some amount of Seller’s Pipeline Fill (“Pipeline Blend”). In such instance, the specification of Seller’s Pipeline Fill shall be determined by Seller on the basis of Seller’s samples representative of the contents of the storage tank from which Seller’s Pipeline Fill was issued. Seller agrees to provide Hawaiian Electric, Hawaiian Electric’s representative and the Independent Inspector with a copy of its laboratory analysis of the quality of Seller’s Pipeline Fill prior to commencing the Pipeline Delivery.

11

(h)If the pipeline fill between Seller and Hawaiian Electric does not meet the specifications listed in Exhibit A, Seller agrees to perform a pre-shipment computer blend simulation representing the quality of Seller’s Fuel from the issuing tank(s) as indicated in the relevant Certificates of Quality or preliminary laboratory analyses of the Final Samples and the quality of Seller’s Pipeline Fill as indicated in the relevant laboratory analyses. The computer blend simulation shall provide preliminary confirmation of the Pipeline Blend’s conformance with the limits for API gravity, viscosity and percent by weight sulfur content specified in Article IV. Seller agrees to provide Hawaiian Electric or Hawaiian Electric’s representative and the Independent Inspector a copy of the computer blend simulation results prior to shipment. Seller agrees that under no circumstances shall it make a Delivery of Fuel to Hawaiian Electric should the computer blend simulation or any other information available to Seller indicate a quality problem with the Fuel or Pipeline Blend, without Hawaiian Electric’s express written permission.

(i)The quantity of Fuel in a Pipeline Delivery shall be determined at the time of each Pipeline Delivery by gauging Seller’s issuing tank(s) immediately before and after pumping under the supervision of the Independent Inspector. Should Hawaiian Electric elect to perform a Reverse Line Displacement, the total quantity of Fuel Delivered to Hawaiian Electric shall be reduced by reference to the rise in Seller’s tank(s) receiving Seller’s Pipeline Fill, determined by gauging such tank(s) immediately before and after pipeline displacement under the supervision of the Independent Inspector. Both Hawaiian Electric and Seller agree that if measurement of Seller’s tank(s) is, in the opinion of the Independent Inspector, considered to have been rendered inaccurate for reasons including, but not limited to, operational constraints or inadvertent transfer of Fuel or of Seller’s Pipeline Fill within Seller’s facilities, then the quantity of Fuel or Seller’s Pipeline Fill may be determined by gauging Hawaiian Electric’s receiving tank(s) before and after pumping under the supervision of the Independent Inspector

(j)Quantities of Fuel sold and Delivered by Seller and purchased and received by Hawaiian Electric hereunder shall be calculated in accordance with the current measurement standards adopted by industry, ASTM, API and other recognized standard-setting bodies as are applicable in the opinion of the Independent Inspector and shall be expressed in U.S. barrels at 60 DF.

Section 6.5:Disputes Regarding Quality or Quantity.

(a)Quantity Disputes. If Hawaiian Electric or Seller has reason to believe that the quantity of Fuel for a particular Delivery is incorrect, the Party shall within five (5) days of the date of Delivery, present the other Party with documentation supporting such determination and the Parties will confer, in good faith, on the causes for the discrepancy and shall proceed to correct such causes and adjust the quantity, if justified, for the Delivery in question as specified in this Section 6.5, Section 8.2 and Section 17.4.

(b)Quality Disputes.

1. The quality of Fuel sold and Delivered to Hawaiian Electric shall be determined on the basis of Seller’s Certificate of Quality of the Fuel provided by the Seller. Each shipment of Fuel to Hawaiian Electric shall comply with the Specifications subject to Section 4.1.

2. The official BTU Content determination shall be as reported in Seller’s Certificate of Quality, provided that the arithmetic difference between Seller’s and Hawaiian Electric’s laboratory results is equal to or less than the then existing ASTM reproducibility standard (currently 0.4 MJ/kg, which the Parties shall deem to be equivalent to a fixed standard of 60,000 BTU per barrel) for test D-240. If the difference between Seller’s and Hawaiian Electric’s determinations of BTU Content

12

should fall outside the ASTM reproducibility standard for ASTM test D-240, the sealed sample in the possession of the Independent Inspector shall be provided to an independent laboratory for an official determination, which shall be binding upon the Parties. Seller and Hawaiian Electric shall share equally the costs of independent tests and determinations.

3. If Seller or Hawaiian Electric has reason to believe that the quality of Fuel stated for a specific Delivery fails to conform to the Specifications in Article IV or the fuel specifications in Exhibit A, that Party shall within five (5) days after the later of the date of the completed Certificate of Quality or the date of the final determination of BTU Content, present the other Party with documents supporting such determination and the Parties will confer, in good faith, on the causes for the discrepancy and shall proceed to correct such causes and adjust the quality, if justified, for the Delivery in question. In the event of an unresolved difference between Seller and Hawaiian Electric, the sealed part of the representative sample in the possession of the Independent Inspector shall be provided to an independent laboratory for an official determination, which shall be final. Seller and Hawaiian Electric shall share equally the cost for such independent laboratory determination.

4. If the quality of the Fuel received by Hawaiian Electric fails to conform to the quality Specifications, both Hawaiian Electric and Seller shall attempt to minimize the impact of any quality problem. […]. Or, Seller may attempt to remedy the quality problem by Delivering higher quality Fuel in a timely manner to produce a Specifications quality blend in Hawaiian Electric’s storage tank(s) at Hawaiian Electric’s BPTF or at Hawaiian Electric’s O’ahu generating plants. If all such and similar efforts fail to resolve the quality problem, then Hawaiian Electric may return non-Specifications Fuel to Seller, in which case Seller shall replace the non-Specifications Fuel by Delivering an equal volume of Hawaiian Electric verified on-Specifications Fuel to Hawaiian Electric in a timely manner. Notwithstanding the preceding, Hawaiian Electric shall always have the right to refuse Delivery of any Fuel with prior written notice to Seller or its permitted agents if Hawaiian Electric in good faith shall have reason to believe that the Fuel does not meet the Specifications. […].

5. All reasonable costs and expenses concerning testing, transportation, re-refining, and handling incurred in returning, replacing or otherwise correcting off-Specification Fuel shall be for the account of Seller.

13

Section 6.6:Records/Right to Audit. Seller shall retain any and all documents and records regarding the Delivery, quantity and quality of Fuel sold and purchased under the terms of this Contract for the twelve (12) months after the date of the invoice for such Fuel, or until any dispute regarding such Delivery, quantity and quality is resolved. Seller shall promptly make such records available for review to Hawaiian Electric at its request.

Section 6.7:Inspection. Hawaiian Electric may be represented and participate in all sampling, quality, inspection, measurements and tests of Fuel which may be conducted pursuant to this Contract and to inspect any equipment owned or controlled by Seller and used in determining the quantity, quality or heat content of Fuel, provided that any such participation by Hawaiian Electric shall not materially interfere with or otherwise disrupt such inspection, measurement and tests conducted by Seller. Hawaiian Electric may, upon reasonable notice to Seller and during normal business hours and at Hawaiian Electric’s expense, inspect and audit any sample analysis of Fuel, including records and data used in the preparation of such analysis.

Section 6.8:Independent Inspector. Hawaiian Electric and Seller shall agree on the Independent Inspector. All samples, measurements and determinations samples shall be drawn, taken and made, respectively, with respect to each designated Delivery and any other provision of this Contract shall be under the supervision of the Independent Inspector, who shall attend designated fuel Deliveries. Reasonable charges for services rendered by the Independent Inspector shall be borne equally by the Companies and Seller.

Section 6.9: Vessels. Seller shall be solely responsible for its owned, hired or chartered vessels or barges used in connection with Marine Deliveries hereunder, including the operation of such vessels and barges. Seller shall ensure that such Vessels are at all times in compliance with all Law, including the rules and regulations of the U.S. Coast Guard and the relevant port authority, as well as pier operator’s standards for vessel acceptance quality, pollution mitigation, required pollution liability, Protection and Indemnity Insurance and other required insurance coverages, pier operator’s operations manuals and accept liability for dues and other charges on said vessel or barge. Seller shall be solely responsible for any demurrage costs or similar costs associated with Marine Deliveries, unless such costs directly result from Hawaiian Electric’s sole negligence or willful misconduct.

ARTICLE VII

SELLER’S REPRESENTATIONS AND WARRANTIES

Section 7.1:Seller’s Representations and Warranties. Hawaiian Electric is willing to purchase the Fuel on the condition that Seller agrees, represents and warrants as follows:

(a)Ability to Supply. During the Original Term and any Extension, Seller shall maintain in full force and effect the capability to supply Fuel sufficient to meet Seller’s obligations under this Contract. Upon Hawaiian Electric’s reasonable request, Seller shall provide Hawaiian Electric assurances of Seller’s ability to perform under this Contract.

(b)Quality. All Fuel Delivered hereunder shall comply with the terms of this Contract.

(c)Ability to Deliver. During the Original Term and any Extension for Pipeline Deliveries, Seller shall own, lease or have the right to use facilities sufficient to meet Seller’s Delivery obligations under this Contract.

14

ARTICLE VIII

INVOICING AND PAYMENT

Section 8.1:Invoicing.

(a)Invoices, which will show the price per physical barrel of Fuel, will be prepared and dated following Delivery and shall be tendered from time to time each month. Original invoices shall include full documentation, as approved by both Parties including Certificate of Quality, report of the Independent Inspector, and price calculation; such documentation may, however, be provided by Seller to Hawaiian Electric separately.

(b)Invoices will be prepared and dated following Delivery of Fuel to Hawaiian Electric and shall be sent to Hawaiian Electric at the following address:

Via e-mail to:

Wendy.Watanabe@hawaiianelectric.com and

Lara.Won@hawaiianelectric.com

Or via USPS mail to:

Hawaiian Electric Company

P.O. Box 2750

Honolulu, HI 96840-0001

Attn: Director of Fuel Operations, mailstop CIP3-IF

(c)Invoices, invoice documentation, laboratory analyses and other documents having to do with the quality, quantity and Delivery of Fuel or otherwise with the Fuel sold and purchased hereunder may be sent by first class mail, postage prepaid, by electronic transmission (facsimile or email) or by personal Delivery. The Parties may substitute other addresses upon the giving of proper notice. Correspondence and documents of a similar nature may be sent to Seller to the following address or as otherwise instructed:

Attn: Finance Manager

Chevron Hawaii Refinery

91-480 Malakole St.

Kapolei, HI 96707

(d)[…].

Section 8.2:Payment.

(a)Payment of Seller’s invoices shall be made by bank wire transfer of immediately available funds in USD. Timing of payments for sales and Deliveries received shall be based upon […], which shall be the later of the invoice date or, if applicable, the

15

postmarked mailing date of the invoice. Due dates are dates payments are to reach Seller. If the due date falls on a Friday, holiday or a Saturday, the payment shall be due on the preceding business day. If such date falls on a Sunday or a holiday falling other than on a Friday, payment shall be due the following business day.

(b)[…].

(c)[…].

(d)The […] invoice incorporating items in dispute shall be adjusted in accordance with the terms of Article V by subsequent invoicing or by issuing a credit or debit with respect to the original invoice […] of receipt of the independent laboratory determination pursuant to Article VI or other resolution of the issue in dispute. Hawaiian Electric shall make payment for such subsequent invoices or debits in accordance with Section 8.2. Hawaiian Electric shall have the option to apply such credit against payments to be made subsequent to the receipt of the credit, or if such payments are not expected to be made […], Hawaiian Electric shall be able to receive said credit in immediately available funds within […] of Seller’s receipt of Hawaiian Electric’s written instructions.

Section 8.3: Method of Payment. Payment shall be made without discount in USD within […] from the receipt of invoice by wire transfer of immediately available funds to such Seller bank account as designated by Seller in writing.

Section 8.4: Credit Extension.

(a)At Seller’s option and election, interest will accrue on all past due amounts (other than invoice items in bona fide dispute and not paid in accordance with the provisions of Section 8.2) at the […] of the (i) then […] in the […] on the date […], and […]

(b)If during the Term of this Contract, (i) Hawaiian Electric fails to pay when due all or, subject to Section 8.2, the undisputed portion of any payment due under the terms of this Contract within the specified time periods and in accordance with the terms set forth in Section 8.2 hereof (always subject to all of the cure periods specified herein, including Article XV), or (ii) there is any [...] of an […] pursuant to Section 8.3 (other than resulting from a [… ] or similar event), such failure of (i) or (ii) above shall, if not […] within […], at […] and, in addition to such other remedies as it may have, Seller shall have thereafter the […] and to […] the […] in accordance with […]

(c)In addition to the other obligations herein, Hawaiian Electric shall periodically provide to Seller that […] deemed necessary by Seller to support […]

16

Notwithstanding any other applicable Law, including the Uniform Commercial Code, if Seller has commercially reasonable grounds for […] with respect to […] under this Agreement, Seller shall provide Hawaiian Electric with written notice requesting an […] determined by Seller in a […] and Hawaiian Electric shall provide such […] in accordance with the terms set forth in Seller’s written notice and the terms below. “[…]” means, either […], and in any event […] issued by a “Qualified Institution”. Qualified Institution means […] (i) a […] that: (A) has at […] an […] and at […] an […] and (B) […] and (C) has […] or (ii) a […] In the event that […] is in the form of a […], the […] may only be […] upon by Seller upon the occurrence of any (and each) […] Hawaiian Electric […]. Seller’s […] upon the […] is without prejudice to Hawaiian Electric’s right to subsequently challenge the grounds for and/or amount of the […] and to recover for a […] on the […]. Until such […] is received, Seller is entitled […] under this […] Any and all [...] under this Section 8.4(c) shall be for the […]. Any breach of the obligations set forth in this Section 8.4(c) shall constitute a default for purposes of Article XV.

Section 8.5: Security.

(a) If, at any time during the Term of this Contract, (i) Seller’s ultimate parent company (Chevron Corporation), or (ii) in the event of an assignment of this Contract to an entity that is not an Affiliate of Chevron Corporation, the new Seller under this Contract: (A) […] as […] or (B) […] as […]

by [… ] or (C) is […] to be […] or has either […], then Seller shall, within […] days of written demand by Hawaiian Electric, provide either a […] or […] with the choice of […] at Seller’s election, but in a form reasonably acceptable to Hawaiian Electric and […] determined by […] in a […] but not […] The […] may only be […] upon by Hawaiian Electric upon […] Hawaiian Electric’s […] upon the [...] is without prejudice to Seller’s right to subsequently challenge the grounds for and/or amount of the […] and to recover for a […] on the […]. No special payments shall be made by Hawaiian Electric to Seller in respect to […] or […]. Any and all […] under this Section 8.5 shall be for the […]. Any breach of the obligations set forth in this Section 8.5 shall constitute a

default for purposes of Article XV.

(b)Notwithstanding anything to the contrary in Section 8.5(a) or elsewhere in this Contract, in the event that Hawaiian Electric […] in accordance with Section 8.5(a), the […

17

(redaction continued) ] requested by […] shall not […] (the “[…]”)), (ii) […](the “[…]”)), or (iii) […] (the “[…]”)). Additionally, in the event that […] either during the […] or during the […] (as applicable), the […] shall […] as follows: (i) if, during the […] in an […] or (ii) if, during the […], Hawaiian Electric demands (and Seller provides) […] in an […] Prior to any Extension, the Parties shall mutually agree upon the […] that shall apply to such Extension.

ARTICLE IX

TITLE, CUSTODY AND RISK OF LOSS

Section 9.1:Title, Custody and Risk of Loss. Title to Fuel and the risk of loss of Fuel Delivered by Pipeline Delivery shall pass from Seller to Hawaiian Electric at the property line at Hawaiian Electric’s BPTF.

Section 9.2:Seller Warranty. Seller represents and warrants to Hawaiian Electric that, as of the date of Delivery of Fuel under this Contract, it has good and marketable title to the Fuel sold and delivered pursuant to this Contract, free and clear of any security interests, mortgage, pledge, liens or other encumbrances, and that it has full right and authority to transfer such title and effect delivery of such Fuel to Hawaiian Electric.

ARTICLE X

INSURANCE

Section 10.1: Insurance Requirements.

(a)Seller and anyone acting under its direction or control or on its behalf shall at its own expense procure and maintain in full force and effect at all times during the Term of this Contract the following insurance and all other forms of insurance that may be required by any applicable Law:

1. Marine and War Risk Hull & Machinery coverage (including 4/4ths Collision Liability) subject to an Amount Insured not less than the full value of the vessel.

2. Full form Protection & Indemnity Insurance, including Excess Collision, pollution/ environmental risk coverage, upon the vessel pursuant to a standard Protection & Indemnity Club entry, with a Club which is a member of the International Group of Protection and Indemnity Clubs, with minimum limits for pollution/environmental risks to be [...] per occurrence or the maximum commercially available, whichever is greater. Such insurance shall cover all of the risks covered under a

18

standard Lloyd’s Maritime Insurance policy, including all the denominated “Institute Cargo Clauses” (Free of Particular Average, F.P.A. and clauses referring to wars, strikes, riots and civil disturbances).

3. Standard Workers Compensation and Employers Liability Insurance endorsed to be applicable to the State of Hawaii as well as the Longshore Act, with statutory limits for workers compensation and limits of [...] per occurrence for employers liability.

4. Commercial General Liability Insurance with a bodily injury and property damage combined single limit per occurrence of at least [...].

5. Automobile Liability Insurance on all owned, non-owned and hired vehicles used in conjunction with the Delivery of Fuel to Hawaiian Electric with a bodily injury and property damage combined single limit per occurrence of at least [...].

6. Other Coverage. Seller and anyone acting under its direction or control or on its behalf shall at its own expense procure and maintain in full force and effect at all times during the Term of this Contract on all owned, non-owned and hired vehicles used in conjunction with the Delivery of Fuel to Hawaiian Electric, any other insurance or surety bonding that may be required under the laws, ordinances and regulations of any governmental authority, including the Federal Motor Carrier Act of 1980 and all rules and regulations of the DOT and/or the USDOT.

(b)[…].

Section 10.2Insurance Paid. Premiums for all necessary insurance policies are included in the Delivered price of Fuel as determined in Section 5.1. No special payments shall be made by Hawaiian Electric to Seller in respect to such premiums.

Section 10.3:Waiver of Subrogation. Seller and anyone acting under its direction or control or on its behalf will cause its insurers (except for Workers Compensation insurance) to waive all rights of subrogation which Seller or its insurers may have against Hawaiian Electric, Hawaiian Electric’s agents, or Hawaiian Electric’s employees.

Section 10.4:Hawaiian Electric As Additional Insured. Insurance policies (except for Workers Compensation insurance) providing the insurance coverage required in this Contract will include Hawaiian Electric, Hawaiian Electric’s agents or Hawaiian Electric’s employees as an additional insured. Coverage must be primary in respect to the additional insured. Any other insurance carried by Hawaiian Electric will be excess only and not contribute with this insurance.

Section 10.5:Certificates of Insurance. Before performance of this Contract [...], Seller shall file with Hawaiian Electric’s designated

19

representative certificates of insurance, or other documentary evidence acceptable to Hawaiian Electric, certifying that each of the foregoing insurance coverages is in force, and further providing that Hawaiian Electric will be given thirty (30) days’ written notice of any material change in, cancellation of, or intent not to renew any of the required policies. Seller shall provide new insurance certificates reflecting the required policies prior to the expiration date of any coverage. Receipt of any certificate showing less coverage than required is not a waiver of Seller’s obligation to fulfill the coverage requirements.

Section 10.6:Failure to Procure Insurance. In the event Seller fails to procure and/or maintain an insurance as required above, an insurance fails for any reason (including, without limitation, breach of policy condition or warranty) and/or an insurer otherwise refuses or is unable to pay, the Party required to procure that insurance shall be deemed an insurer or self-insurer, shall accept and pay claims which would have otherwise been submitted to the failed insurance and shall indemnify and hold harmless (including legal fees and costs) the other Party of and from any loss, damage, expense, claim, liability and/or suit resulting from such failure.

ARTICLE XI

FORCE MAJEURE

Section 11.1:  Force Majeure.

(a)As used in this Contract, the term “Force Majeure” means any cause or event reasonably beyond the control of a Party, including an act of God, hurricane, adverse weather, flood, volcanic eruption, fire, earthquake or tsunami; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; strike or other labor difficulty (whomever’s employees are involved), even though the strike or other labor difficulty could be settled by acceding to the demands of a labor group; fire, breakdown, disruption explosion, or destruction of Seller’s vessel, terminal, container or of Hawaiian Electric’s receiving facility(ies) or any significant part thereof; accidents at or closing of mooring facilities, terminals and storage facilities (including BPTF), docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; navigational accidents or maritime peril, loss or shortage of supply, production, manufacturing, distribution, refining, transportation, delivery facilities, receiving facilities, equipment, labor, material, power generation or power distribution; compliance, voluntary or involuntary, with a direction or request of any Governmental Authority or person purporting to act with Government Authority, including any such direction or request limiting Hawaiian Electric’s recovery of all fuel costs incurred under this Contract; or any other cause  reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of reasonable due diligence and effort, such Party could not have been able to avoid or overcome. Except to the extent arising out of or relating to the foregoing, for purposes of this definition, the following events or circumstances will not constitute a Force Majeure event:

1. a failure of performance of any Person other than one of the Parties (except to the extent that such failure otherwise would constitute a Force Majeure but for this exclusion);

2. any market, financial or economic conditions that are unfavorable for either Party;

3. the ability of a Party to obtain better economic terms from a third party or the inability to economically perform its obligations under any transaction undertaken pursuant to this Contract; or

4. an unexcused failure by a Party to pay any undisputed amounts due to a third party when due or to perform timely any obligations owed to a third party; and any event

20

described in Section 12.4 and Section 12.5 (which shall instead be addressed in accordance with Section 12.4 or Section 12.5, as applicable).

(b)The Party claiming Force Majeure agrees to give the other Party prompt written notice of an act or event of Force Majeure, specifying the anticipated effect and duration of any suspension or reduction of Deliveries of Fuel arising therefrom. The Party claiming Force Majeure shall use due diligence to cure any act or event of Force Majeure, and shall give the other Party prompt notice when it expects the act or event of Force Majeure to terminate.

(c)Hawaiian Electric shall not be obligated to purchase, receive or use Fuel to the extent that Hawaiian Electric’s ability to so purchase, receive or use is prevented, restricted or delayed by an event of Force Majeure. 

(d)Seller is not obligated to sell or Deliver Fuel to the extent that Seller’s ability to do so is prevented, restricted or delayed by an event of Force Majeure.  In such circumstances, Deliveries of Fuel to Hawaiian Electric may be reduced on a basis as equitable to Hawaiian Electric as to Seller’s and its Affiliates’ other customers of crude and petroleum products, and Seller shall not be obligated to acquire additional crude or Fuel, but to the extent that it does acquire additional crude or Fuel, Hawaiian Electric shall be entitled to an equitable share of the Fuel acquired or derived from the crude acquired, if an applicable price is subsequently agreed in writing by the Parties at such a time.

(e)If Delivery is suspended or reduced by Seller pursuant to an event or act of Force Majeure, it shall not be a breach of this Contract for Hawaiian Electric to buy Fuel from a supplier other than Seller for the quantities of Fuel which Seller does not Deliver; and Hawaiian Electric shall not be obligated to buy, after the period of suspension or reduction, the undelivered quantity of Fuel which normally would have been sold and Delivered hereunder during the period of suspension or reduction.

ARTICLE XII

COMPLIANCE WITH LAWS AND REGULATIONS

Section 12.1:Compliance with Laws and Regulations.

(a)This Contract is subject to all applicable present and future Laws, statutes, orders, rules, and regulations of Governmental or quasi-Governmental Authorities having jurisdiction over the Parties. Both Parties shall fully comply with all statutes, ordinances, rules, regulations, and requirements of all city, county, state, federal and other applicable Governmental Authorities which are now or may hereafter be in force.

(b)If the Delivery or supply of Fuel pursuant to this Contract conflicts with or is limited or prohibited by any Law or permit then to the extent of such conflict, limitation or prohibition, Seller shall have no obligation to Deliver or supply Hawaiian Electric with the Fuel under this Contract and Hawaiian Electric shall have no obligation to purchase or receive the Fuel under this Contract. Hawaiian Electric, in Hawaiian Electric’s discretion, may elect to complete and file any and all required federal or state regulatory forms to permit, facilitate, or enable the supply of Fuel to Hawaiian Electric under this Contract. Seller shall fully cooperate with Hawaiian Electric in the completion and filing of the foregoing forms. If Hawaiian Electric’s purchase, receipt or use of Fuel pursuant to this Contract, or Hawaiian Electric’s emissions from Hawaiian Electric’s use of Fuel conflicts with or is limited or prohibited by any Law or permit then to the extent of such conflict, limitation or prohibition, Hawaiian Electric shall have no obligation to purchase and receive the Fuel under this Contract.

21

Section 12.2:Material Safety Compliance. Seller warrants that it is fully informed concerning the nature and existence of risks posed by transporting, storing, using, handling and being exposed to Fuel. Seller shall furnish to Hawaiian Electric health, safety and environmental information (including without limitation Material Safety Data Sheets, “HSE Data”) concerning health, safety and environmental aspects of Fuel purchased by Hawaiian Electric, including health, safety and environmental warnings, if any, required by applicable Law. Seller shall not be entitled to rely upon such HSE Data as being an inclusive presentation of all potential health, safety and environmental risks associated with the Fuel to be Delivered. Seller shall furnish HSE Data to, and otherwise inform, Seller’s nominated vessel of all such risks, and the Master shall advise and instruct all crew, seamen and employees about the hazards, if any, associated with Fuel, and the safe and proper methods of handling and storing Fuel. Compliance by the Seller with recommendations in HSE Data shall not excuse the Seller from its obligations under Article XIV and this Section 12.2.

Section 12.3: Permits and Licenses. Seller shall secure and pay for all required permits and licenses, and shall comply with all federal, state and local statutes, regulations and public ordinances applicable to this Contract, (including the provisions of the Occupational Safety and Health Act of 1970 and all amendments thereto, and the DOT Hazardous Materials Regulations), and shall indemnify, defend and save Hawaiian Electric harmless from any and all liability, fines, damage, cost and expense, including but not limited to reasonable attorneys’ fees and costs, arising from Seller’s failure to do so.

Section 12.4: […].

Section 12.5:Certain Grounds for Amendment/Termination of LSFO.

(a)Notwithstanding any other provision of this Contract, and without limiting other grounds for termination or amendment hereunder, Seller shall have the right to request to amend this Contract on the basis of its announced commitment to […] at the […] (other than as

22

a result of a Force Majeure event) such that the Refinery will […] be […] other […] Seller shall give Hawaiian Electric at least […] prior written notice of any such desire to amend this Contract (“[…] Notice”), but the effective date of any such amendment or any termination of the supply of LSFO under this Contract (as contemplated in Section 12.5(b) shall be the […] (i) […] following Hawaiian Electric’s receipt of the […] Notice, and (ii) […] following the receipt of the […] to the […] (such date, the “[…] Termination […]”). If the […] is […] on the […] Termination […], Hawaiian Electric shall pay […] for the […] at the appropriate […] If the […] is […] on the […] Termination […], Seller shall not be obligated to […] any […] but the […] to be applied […] shall be […] for the […] the […] Termination […]

(b)Upon Seller issuing its […] Notice, the Parties shall then have […] to attempt to […] the […]; if an agreement is reached the […] will become effective on the date immediately following the […] Termination […]. If the Parties cannot reach an agreement on a new […] within […] of Seller’s issuance of the […] Notice, then (1) the Parties may agree to […] the […], or (2) […] to provide […] terminate the supply of LSFO under this Contract (which termination […] on the […] the […] Termination […]

(c)If Seller provides the […] Notice, Seller shall subsequently provide Hawaiian Electric with at […] written notice (the “[…] Termination […]”) prior to the known calendar date on which the […] Termination [… ] shall actually occur (the “[…] Termination […]”). For the avoidance of doubt, the […] Termination […] shall not be a calendar date that is […] than […] following Hawaiian Electric’s receipt of the […] Notice. If either Party has previously provided […] the […] under this […] (as contemplated in Section 12.5(b)), then Hawaiian Electric may (in its sole discretion) provide Seller with written notice (to be delivered to Seller […] than […] prior to the […] Termination […] specified in Seller’s […] Termination […]) of its election to […] for […] which [...] shall become […] the […] Termination […]). If Hawaiian Electric provides notice of its election to […] for […] in accordance with the immediately preceding sentence, then:

1. The […] price will be […] with a […] of […] (owed by Hawaiian Electric to Seller on a […], beginning on the date immediately following the […] Termination […] and for the remainder of the Term.

2. Hawaiian Electric’s […] of […] will be in accordance with Seller’s requirements, including, but not limited to […] Seller will communicate the foregoing requirements to Hawaiian Electric within […] after Hawaiian Electric notifies Seller of it election to […] the […], and Seller will thereafter promptly advise Hawaiian Electric of any subsequent changes or additions to the requirements in view of the evolution of relevant […] standard or circumstances.

3. Hawaiian Electric is responsible for […] and its […] for […] arising out of or relating to […] of the […]

23

4. Hawaiian Electric will satisfy […] obligations under […] as a […] of […] for […]

(d)If the Parties agree to amend this Contract and modify the […] pursuant to Section 12.5(b), Seller shall […] to […] of […] the […] pursuant to the terms of this Contract for the […] the […] to the […] If, however, either Party elects to terminate the supply of LSFO under this Contract in accordance with […] the […] under this Contract […] the [...] as […] in […] This […] shall only apply to […] Deliveries effectuated after the […] Termination […]

(e)If, notwithstanding Seller’s issuance of the […] Notice, the […] Termination […] does not actually occur, then the Parties shall be obligated to continue to perform all of their respective obligations under this Contract without any adjustments or other modifications (unless otherwise mutually agreed in writing between the Parties) as if such […] Notice had not been issued. Notwithstanding the foregoing, in the event that Seller issues a […] Termination […], but the […] Termination […] does not occur on the […] Termination […] specified in the […] Termination […], then Hawaiian Electric may (in its sole discretion) elect to terminate the supply of LSFO under this Contract (which

[…] shall become effective on the date immediately following the […] Termination […] specified in the […] Termination […]).

ARTICLE XIII

RELEASES

Section 13.1:Spills/Environmental Pollution. In the event any spill or discharge occurs from any of Seller’s nominated vessel, Seller’s pipeline, or Seller’s tank utilized in the performance of this Contract, or if any spill, discharge, or pollution damage is caused by or is threatened in connection with the loading, transportation or Delivery of Fuel by Seller, then all regulatory notifications and filings, as well as all efforts and costs of containment and clean up shall be the sole responsibility of Seller, except to the extent that such spill, discharge, or pollution damage is directly attributable to the sole negligence, gross negligence, comparative negligence, or willful misconduct of Hawaiian Electric in which case Hawaiian Electric shall then participate in the efforts and costs of containment and cleanup.

Section 13.2:Pollution Mitigation.

(a)When an escape or discharge of oil or any polluting substance occurs in connection with or is caused by Seller’s or its agent’s vessel or occurs from or is caused by discharging operations, Seller or its agents shall promptly take whatever measures are necessary or reasonable to prevent or mitigate environmental damage, without regard to whether or not said escape or discharge was caused by the negligence or willful misconduct of Seller’s equipment or Seller or Hawaiian Electric or others. Failing such action by Seller or its agents, Hawaiian Electric, on Seller’s behalf, may promptly take whatever measures are reasonably necessary to prevent or mitigate pollution damage and notify Seller as soon as practicable thereafter of such actions. Each Party in good faith shall keep the other advised of the nature and results of the measures taken, and if time permits, the nature of the measures intended to be taken.

(b)The cost of all such measures taken shall be borne by Seller except to the extent such escape or discharge was caused or contributed to by the negligence or willful misconduct of Hawaiian Electric, and prompt reimbursement shall be made as appropriate; provided, however, that should Seller or its agents give

24

notice to Hawaiian Electric to discontinue said measures (and to the extent government authorities allow Hawaiian Electric to discontinue said measures) the continuance of Hawaiian Electric’s actions will no longer be deemed to have been taken pursuant to the provisions of this clause. Each Party in good faith shall provide written notice to the other of such actions and measures taken.

(c)Notwithstanding any other provision in this Contract, the foregoing provisions shall be applicable only between Seller and Hawaiian Electric and shall not affect, as between Seller and Hawaiian Electric, any liability that either Seller or Hawaiian Electric shall have to any third parties, including the State of Hawaii and the U.S. Government, if either Party shall have such liability.

Section 13.3:Operational Contacts. Promptly following the Effective Date (and thereafter as staffing changes warrant updates), the Parties will exchange lists of personnel (and their contact information) who shall be immediately contacted in the event of any accident, spill, or reportable incident incurred under the performance of this Contract.

Section 13.4:[…].

ARTICLE XIV

INDEMNITY

Section 14.1:Indemnity.

(a)Indemnification. Except as provided herein, each Party to this Contract shall with respect to the other Party’s “Indemnitees” (consisting of the other Party, its Affiliates and each of their respective directors, officers, employees, agents, representatives, and the successors and assigns of any of the foregoing), defend, indemnify, release, reimburse and hold harmless the Indemnitees for, from and against any claims, demands, expenses (including penalties, interest and reasonable attorneys’ fees), and causes of action asserted against them by any third Person (including without limitation employees of either Party or any Governmental Authority) for personal injury or death, or the loss or damage to property, to the extent arising out of or resulting from the indemnifying Party’s operations or performance hereunder (including any failure to perform or default by the indemnifying Party), the willful or negligent acts or omissions of the indemnifying Party, or from the indemnifying Party’s failure to comply with Laws relevant and applicable to the Delivery or receipt of Fuel. Where such personal injury, death or loss of or damage to property is the result of the negligence or misconduct of both the Parties hereto, the Parties expressly agree to indemnify in proportion to each Party’s share of such negligence or misconduct.

(b)Notice of Claims. Each Party agrees to promptly notify the other of any matter as to which rights are asserted under this Article XIV and to provide the other Party with information to the extent reasonably requested and reasonable assistance related to any such matter, including the defense thereof.

(c)Indemnitee’s Right to Control its Defense. At its election, an Indemnitee who is entitled hereunder to a defense of a matter may control that defense (including the selection of qualified counsel) and the Party responsible hereunder for indemnification in the matter shall pay for and reimburse the Indemnitee for reasonable defense expenses, including attorneys' fees, arbitration related fees, expert witness fees and other defense costs.

(d)Survival of Provisions. The provisions of this Article XIV shall survive the termination or expiration of this Contract to the extent they apply to events that occurred during the Term of this Contract.

25

ARTICLE XV

DEFAULT

Section 15.1:Default.

(a)Breach by Seller of any of its representations and warranties in this Contract or failure of either Party to promptly perform any obligation under this Contract shall constitute default. If Hawaiian Electric or Seller considers the other Party (the “Defaulting Party”) to be in default under this Contract, such Party (the “Non-Defaulting Party”) shall give the Defaulting Party prompt notice thereof, describing the particulars of such default. The Defaulting Party shall thereafter have […] from the receipt of said notice in which to remedy such default. […].

(b)[…]

(c)The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the enforcement of, suing for or collecting any amounts payable by the Defaulting Party. The Defaulting Party shall indemnify and hold harmless the Non-Defaulting Party for any damages, losses and expenses incurred by the Non-Defaulting Party as a result of Default.

(d)The Parties intend that this Contract and all of the transactions hereunder shall constitute a “forward contract” under the U.S. bankruptcy code.

Section 15.2:Limitation of Liability.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR, AND EACH PARTY SHALL RELEASE THE OTHER PARTY FROM AND AGAINST, ANY PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST USE, LOSS OF PROFITS OR REVENUE, LOSS OF OPPORTUNITY, LOSS OF PRODUCTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OF ANY KIND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE  WHICH MAY BE SUFFERED BY SUCH PARTY IN CONNECTION WITH THIS

26

CONTRACT; THIRD PARTY DAMAGES SUBJECT TO INDEMNIFICATION UNDER THIS CONTRACT ARE NOT LIMITED BY THIS SECTION. 

ARTICLE XVI

NOTICE

Section 16.1:Notices. Except as otherwise expressly provided in this Contract, all notices shall be given in writing, by facsimile, or first class mail, postage prepaid, to the following addresses, or such other address as the Parties may designate by notice. Notice shall be deemed to have been delivered upon the earlier to occur of actual receipt or two (2) days after sending.

To Seller:

Chevron Products Company

Attn: VCO Coordinator

91-480 Malakole Street

Kapolei, HI 96707-1807

Facsimile: […]

With a copy to:

Chevron Products Company

Attn: Downstream & Chemicals Law Department

6001 Bollinger Canyon Road

San Ramon, CA 94583

Facsimile: […]

To Hawaiian Electric:

Hawaiian Electric Company, Inc.

PO Box 2750

Honolulu, Hawaii 96840-0001

Attention: Director of Fuels Operations - mailstop CIP3-IF

Facsimile: […]

Section 16.2:Routine Communications. The Parties may from time to time by notice hereunder designate persons or parties to whom routine communications may be directed, including via email, with a view to facilitating mutual and expeditious performance by the Parties hereunder.

ARTICLE XVII

GENERAL PROVISIONS

Section 17.1:Waiver and Severability. If any section or provision of this Contract or any exhibit or rider hereto is held by any court or other competent authority or be illegal, unenforceable or invalid, the remaining terms, provisions, rights and obligations of this Contract shall not be affected. The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. In no event shall any waiver by either Party of any default under this Contract operate as a waiver of any further default.

27

Section 17.2:Assignment.

(a)This Contract shall extend to and be binding upon the successors and permitted assigns of the Parties, provided, however, that, notwithstanding the foregoing, no assignments or other transfers (directly or indirectly, in whole or in part, or voluntarily or involuntarily) of this Contract or any of the rights or obligations hereunder shall be made by either Party […]), except a Party may transfer or assign its rights and obligations hereunder in whole or in part, upon written notice to the other Party, but [...], if (a) to an […], provided such entity shall be bound by the terms hereof, (b) pursuant to a […] or otherwise by operation of Law, or (c) to the […] of all or substantially all of the […] which primarily benefit from or support the […] performance under this Contract provided that the […] in writing all of the […] hereunder of the […].

(b)Notwithstanding anything to the contrary in this Section 17.2 or elsewhere in this Contract, in the event that […] assigns or transfers this Contract to another person (such specific person, the “Assignee”) (whether such assignment or transfer is effectuated with or without the consent of […], as contemplated in the above paragraph), then any such assignment or transfer shall only be effective […]

(c)Any purported assignment or transfer in violation of this Section 17.2 shall be null and void and shall constitute a default hereunder, and the non-assigning Party will have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Contract effective immediately upon notice to the Party attempting such assignment or transfer.

Section 17.3:Conflicts of Interest. Conflicts of interest related to this Contract are strictly prohibited. Except as otherwise expressly provided herein, no Party, nor any director, employee, or agent of a Party shall give to or receive from any director, employee or agent of the other Party any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, no Party nor any director, employee or agent of a Party shall enter into any business arrangement with any director, employee or agent of the other Party (or any Affiliate), unless such person is acting for and on behalf of the other Party, without prior written notification thereof to the other Party.

(a)Option to Terminate. In the event of any violation of Section 17.3, including any violation occurring prior to the Effective Date of this Contract which resulted directly or indirectly in one Party’s consent to enter into this Contract with the other Party, such Party may, at its sole option, terminate this Contract at any time and, except for obligations to pay in full in United States currency for the outstanding payment obligations hereunder, shall be relieved of any further obligation under this Contract.

(b)Notice of Violation. Both Parties agree to immediately notify the other of any violation of Section 17.3.

(c)Records. The Parties shall maintain true and correct records in connection with their obligations under this Contract and all related transactions and shall retain all such records for at least twenty-four (24) months after termination of this Contract. An independent auditor appointed and paid for by Chevron may upon reasonable notice after the Effective Date of this Contract until twenty-four (24) months after termination of this Contract make an audit of the records of Hawaiian Electric for the sole purpose of determining compliance with Section 17.3. The auditor shall be advised to not reveal information from any audit to Seller except if there has been a breach of Section 17.3and if so, on that topic, and nothing more.

28

Section 17.4:Applicable Law/Venue. This Contract shall be construed in accordance with, and all disputes arising hereunder shall be determined in accordance with, the law of the State of Hawaii, U.S.A. Hawaii shall be the exclusive venue for any litigation arising hereunder. Each Party agrees and consents that any dispute, litigation, action or proceeding arising out of this Contract, however defined, shall be brought exclusively in the State of Hawaii in a court of competent jurisdiction.

Section 17.5:Entire Agreement/Modification. This Contract shall constitute the entire understanding between the Parties with respect to all matters and things herein mentioned. It is expressly acknowledged and agreed by and between the Parties that neither Party is now relying upon any collateral, prior or contemporaneous agreement, assurance, representation or warranty, written or oral, pertaining to the subject matter contained herein. This Contract shall not be modified or changed except by written instrument executed by the duly authorized representatives of the Parties hereto.

Section 17.6:Contract Is Not an Asset. This Contract shall not be deemed to be an asset of either Party, and, at the option of a Party, shall terminate in the event of any voluntary or involuntary receivership, bankruptcy or insolvency proceedings affecting the other Party.

Section 17.7:Status of the Parties.

(a)Nothing in this Contract shall be construed to constitute either Party as a joint venturer, co-venturer, joint lessor, joint operator or partner of the other. In performing services pursuant to this Contract, Seller is acting solely as an independent contractor maintaining complete control over its employees and operations. Unless otherwise provided in this Contract, neither Hawaiian Electric nor Seller is authorized to take any action in any way whatsoever for or on behalf of the other, except as may be necessary to prevent injury to persons or property, or, in accordance with Section 13.2, to contain, reduce or clean up any spills that may occur.

(b)Chevron U.S.A. Inc. concludes some of its business (including the transactions contemplated hereunder) in the name of its division, Chevron Products Company. So long as Seller is a division or an Affiliate of Chevron U.S.A. Inc., Chevron U.S.A. Inc. shall be fully responsible and liable for the performance of all of Seller’s obligations hereunder.

Section 17.8:Headings. The headings or captions are for convenient reference only and have no force or effect or legal meaning in the construction or enforcement of this Contract.

Section 17.9:Confidentiality and Non-Disclosure.

(a)Each Party may have a proprietary interest or other need for confidentiality in information that may be furnished to the other pursuant to this Contract, including the pricing, volume, duration or other commercial terms under this Contract (collectively, “Confidential Information”). The Party disclosing such information shall be referred to in this section as the “Disclosing Party,” and the Party receiving such information shall be referred to as the “Receiving Party.”

(b)The Receiving Party will hold in confidence and, without the consent of the Disclosing Party, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the Disclosing Party except as permitted herein. A Party may disclose Confidential Information if, but only to the extent, the disclosure: (a) is required by Law; (b) is required to enable a Party to enforce its rights or remedies under this Contract; (c) is made to a Party’s officers, directors, employees, professional advisors, independent contractors or consultants, who are subject to a duty of confidentiality; (d) is to a third party who

29

is required to maintain the confidentiality of the information under a written confidentiality agreement and the disclosure is made in connection with a potential (i) sale of the stock or partnership interests in a Party, or (ii) sale or other disposition of all or substantially all of the assets or facilities which would primarily benefit from or support performance of the Contract; or (e) is to a third party who is required to maintain the confidentiality of the information under Law or a written confidentiality agreement and the disclosure is made to prospective lenders or actual lenders. In the event Confidential Information is required to be disclosed by the Receiving Party pursuant to Law, the Receiving Party shall disclose only that part of the Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such disclosure in a timely fashion in order to permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the same by the Party to which the Confidential Information is disclosed. Without limiting the foregoing, the Receiving Party agrees that it will exercise at least the same standard of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable care.

(c)Confidential Information for purposes of this Contract shall not include information if and only to the extent that the Receiving Party establishes that the information: (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

(d)Any provision herein to the contrary notwithstanding, Hawaiian Electric may disclose Confidential Information to the Commission, the Consumer Advocate, and/or any other governmental regulatory agency with notice to, but without need of prior consent by Seller, provided that Hawaiian Electric takes reasonable steps to obtain approval to submit the same under seal or under other procedures designed to preserve the confidentiality of the Confidential Information.

Section 17.10:Financial Compliance/Capital Lease/No Consolidation.

(a)Seller shall provide or cause to be provided to Hawaiian Electric on a timely basis, as reasonably determined by Hawaiian Electric, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by Hawaiian Electric for purposes of permitting Hawaiian Electric and its parent company, Hawaiian Electric Industries (“HEI”), to comply with the requirements (initial and on-going) of (a) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“FASB ASC 810”), (b) Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), (c) FASB ASC 840 Leases (“FASB ASC 840”), and (d) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404, and FASB ASC 840, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other governing agencies. In addition, if required by Hawaiian Electric in order to meet its compliance obligations, Seller shall allow Hawaiian Electric or its independent auditor, to audit, to the extent reasonably required. Seller’s financial records, including its system of internal controls over financial reporting; provided that Hawaiian Electric shall be responsible for all costs associated with the foregoing, including but not limited to Seller’s reasonable internal costs.

(b)If there is a change in circumstances during the Term that would trigger consolidation of Seller’s finances on to Hawaiian Electric’s balance sheet, and such consolidation is not attributable to Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of the Contract, to eliminate the consolidation, while preserving the economic “benefit of the bargain” to both

30

Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric (and/or Hawaiian Electric’s Affiliates or HEI) in their good faith analysis and sole discretion are required to consolidate Seller into its financial statements in accordance with U.S. generally accepted accounting principles, then Hawaiian Electric may take any and all action necessary to eliminate consolidation, including without limitation, by immediately terminating this Contract without fault or liability.

(c)If there is a change in circumstances during the Term that would trigger the treatment of this Contract as a capital lease under FASB ASC 840, and such treatment is not attributable to Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of the Contract, to eliminate the capital lease treatment, while preserving the economic “benefit of the bargain” to both Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric (and/or Hawaiian Electric’s Affiliates, or HEI) in their good faith analysis and sole discretion are required to treat this Contract as a capital lease under FASB ASC 840, then Hawaiian Electric may take any and all action necessary to eliminate this capital lease treatment, including without limitation, by immediately terminating this Contract without fault or liability.

(d)Hawaiian Electric shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 17.10. Hawaiian Electric may share the Information on a confidential basis with HEI and the independent auditors and attorneys for Hawaiian Electric and HEI. (Hawaiian Electric, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 17.10 as “Recipient”). If either Hawaiian Electric or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Seller and/or this Contract is necessary, Hawaiian Electric and HEI each shall have the right to disclose such of the Information as Hawaiian Electric or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give Seller prompt written notice thereof (in advance to the extent practicable under the circumstances). If Hawaiian Electric or HEI disclose Information pursuant to the preceding sentence, Hawaiian Electric and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Commission and the Consumer Advocate in connection with the Commission’s rate making activities for Hawaiian Electric and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Commission first issues a protective order to protect the confidentiality of such Information. Neither Hawaiian Electric nor HEI shall use the Information for any purpose other than as permitted under this Section 17.10.

(e)In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable Law or by legal process (e.g., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Seller with prompt notice of such legal requirement prior to disclosure so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 17.10. If such protective order or other remedy is not obtained, or if Seller waives compliance with the provisions of this Section 17.10, Recipient shall furnish only that portion of the Information which it is legally required to so furnish and shall use reasonable efforts to obtain assurance that confidential treatment will be accorded to any disclosed material.

(f)The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 17.10 shall not extend to any portion(s) of the Information which (a) was known to such Recipient prior to receipt, or (b) without the fault of such Recipient is available or becomes available to the general public, or (c) is received by such Recipient from a third party not bound by an obligation or duty of confidentiality.

31

Section 17.11:Miscellaneous. No use of the pipelines, facilities or equipment used in connection with this Contract, shall be construed as having been dedicated to public use, and it is hereby acknowledged by the Parties that the owner of any pipelines used to transport Fuel under this Contract retains the rights to determine who, other than the Parties under the terms of this Contract, shall use said pipelines, facilities, and equipment. If any action is taken or threatened by any Governmental Authority to declare the usage herein granted to either Party a public use, then and in that event, the Parties shall enter into good faith negotiations to restructure and restate the Contract provided that such restructuring and restatement does not increase the charges that Hawaiian Electric is obligated to pay hereunder. In the event that the Parties are unable to agree to any such restructuring within forty (40) days after the commencement of negotiations, either Party will have the right to terminate this Contract effective ninety (90) days’ after giving written notice of termination to the other Party.

Section 17.12:Counterparts. This Contract may be executed in as many counterparts as desired by the Parties, any one of which shall have the force and effect of any original but all of which together shall constitute the same instrument. This Contract may also be executed by exchange of executed copies via facsimile or other electronic means, such as PDF, in which case - but not as a condition to the validity of the Contract - each Party shall subsequently send the other Party by mail the original executed copy. A Party’s signature transmitted by facsimile or similar electronic means shall be considered an “original” signature for purposes of this Contract.

[Signatures follow]

32

IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the day and year first above written.

CHEVRON PRODUCTS COMPANY, a division of Chevron U.S.A. Inc
Signature:
/s/ Billy Liu
Name: Billy Liu Title: Hawaii VCO Coordinator
HAWAIIAN ELECTRIC COMPANY, INC.	HAWAIIAN ELECTRIC COMPANY, INC.
Signature:	Signature:
/s/ Jay Ignacio	/s/ Ronald Cox
Name: Jay Ignacio Title: Assistant Secretary	Name: Ronald R. Cox Title: Vice President, Power Supply

33

EXHIBIT A

(Specifications for Fuel)

LSFO and LSFO portion of MATS Fuel

LSFO and the LSFO portion of MATS Fuel Delivered hereunder shall comply with the following Specifications:

Test Property	Test Method	Unit Of Measure	LSFO Fuel Min Max
Gravity @ 60 Degrees F.	ASTM D-4052	Degrees API	12	24
Viscosity	ASTM D-445, D-2161	SSU at 210 DF	100	450
Heat Value, Gross	ASTM D-240, D-4868	MM BTU/BBL	6.0
Flash Point	ASTM D-93	Degrees F.	150
Pour Point	ASTM D-97, D-5949	Degrees F.		125
Ash	ASTM D-482	Percent, Weight		0.05
Sediment & Water***	ASTM D-1796	Percent, Weight		0.50
Sulfur	ASTM D-4294	Percent, Weight		0.50
Nitrogen	ASTM D-4629, D5762	Percent, Weight		0.50
Vanadium	ASTM D-5863, AES, Oxford Test Method MDMET017	PPM, Weight		50.0
Carbon Residue	ASTM D-4530	Percent, Weight		[…]

Diesel and Diesel portion of MATS Fuel

Diesel and the Diesel portion of MATS Fuel Delivered hereunder shall comply with the following Specifications:

Specification Item	Test Units	Diesel Fuel Limits	Test Method **
Gravity @ 60°F	API, Specific Gravity	25.7 min., .9 max.	D1298 or D4052-86
Viscosity	@ 40C CST	1.7 - 5.5	D445, D2161
BTU content *	MM BTU/BBL	Report	Calculated or D240
Heat Value, Net*	MM BTU/BBL	Report	MM BTU/BBL
Flash Point	PM°F	140 min.	D93 or D6450
Pour Point *	°F	35min	D97
Ash	PPM, wt.	100 max.	D482
Cetane Index		30 min.	D4737
Carbon Residue, 10% Residuum	%, wt.	0.35 max.	D524

34

Sediment & Water***	%, vol.	0.05 max.	D2709
Sulfur	%, wt.	0.10 max.	D1552, D2622 or D4294
Distillation 90% Recovered	°F	540 - 698	D86
Water by Distillation*1	PPM, wt.	Report	D95
Nitrogen*	PPM, wt.	Report	D5762 or D4629

* Seller does not provide specifications on these items. Values are typical; they are not guaranteed.

**Use of the most recent ASTM test methods must be employed.

***Seller will provide Hawaiian Electric with certification that all Fuel sold is less than 1% water by ASTM (D-95/D-4006).

¹Note: This result shall be reported to Hawaiian Electric […] after Delivery of the Fuel from Refinery production. For Fuel Delivered via import marine vessel, results shall be provided […].

[End of Exhibit A]

35

EXHIBIT B

(Pricing)

[…

36

(redaction continued)

37

(redaction continued)

38

(redaction continued)

39

(redaction continued)

]

[End of Exhibit B]

40

EXHIBIT C

(Pricing Examples)

[…

41

(redaction continued)

42

(redaction continued)

43

(redaction continued)

44

(redaction continued)

45

(redaction continued)

46

(redaction continued)

47

(redaction continued)

]

[End of Exhibit C]

48

EX-10.3

Exhibit 10.3

FUELS TERMINALLING AGREEMENT

HILO, HAWAII

This Fuels Terminalling Agreement (“Agreement”) is made as of this 18th day of February, 2016, by and between Chevron U.S.A. Inc., through its division Chevron Products Company (“Chevron”) whose address is 91-480 Malakole St., Kapolei, Hawaii 96707, and Hawaii Electric Light Company, Inc. (“Hawaii Electric Light”) whose principal place of business is at 1200 Kilauea Avenue, Hilo, Hawaii 96720 and whose mailing address is P.O. Box 1027, Hilo, Hawaii 96721, (Chevron and Hawaii Electric Light collectively referred to as “Parties” or individually as “Party”) covers Terminalling of the Products described below at the Chevron Facility effective as of the Effective Date set forth below.

WHEREAS, Hawaii Electric Light is in the business of generation, transmission and distribution of electrical power on the island of Hawaii, State of Hawaii;

WHEREAS, Chevron represents that it is equipped and has the ability to receive, store, deliver, and discharge industrial fuel oil (“IFO”) and no. 2 diesel (“Diesel”) utilizing fuel storage tanks at Chevron’s Hilo Harbor Terminal; and

WHEREAS, Chevron is willing to receive barge deliveries of IFO and Diesel for storage and discharge to Hawaii Electric Light via Chevron’s truck loading rack or through Hawaii Electric Light’s pipeline to its Kanoelehua Hill Generating Station (“Hill Plant”) located at 54 Halekauila Street, Hilo, Hawaii.

NOW, THEREFORE, it is mutually agreed by the Parties hereto as follows:

ARTICLE I

DEFINITIONS

Except where otherwise indicated, the following definitions shall apply throughout this Agreement.

1.1 “Affiliate”, except where otherwise expressly provided, means an entity controlling, controlled by or under common control with Chevron or Hawaii Electric Light, as the case may be. For the purposes of this definition “control” (including with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such entity, directly or indirectly, whether through the ownership of a majority of voting securities, by contract or otherwise, and it being understood and agreed that with respect to a corporation, limited liability company, or partnership, control shall mean direct or indirect ownership of equal to or more than 50% of the voting stock or limited liability company interest or general partnership interest or voting interest in any such corporation, limited liability company or partnership.

1.2 “API” means American Petroleum Institute, a long-established petroleum industry organization.

1.3 “ASTM” means the American Society for Testing and Materials, a long-established source of standard testing and evaluation methods for petroleum.

1.4 “barrel” “BBLS” means 42 American bulk gallons at 60 degrees Fahrenheit (“DF”).

1.5 “BTU” and “BTU Content” meansBritish Thermal Unit and refers to the standard assessment of Fuel’s gross heating value or gross heat content of Fuel determined in accordance with the test method specified in this Agreement.

Page 1 of 34

1.6 “business day” shall mean Monday through Friday, except for a day as to which physical locations of commercial banks in Honolulu, Hawaii are closed for business to the public due to a scheduled holiday.

1.7 “Certificate of Quality” means the formal document recording the Chevron’s laboratory determination of quality and BTU content of a particular sample which represents a specific delivery, said laboratory determinations having been performed in accordance with the test methods described herein.

1.8 “Chevron Facility” means the Chevron’s Hilo, Hawaii Terminal, located at 666 Kalanianaole Ave., Hilo, Hawaii 96720.

1.9 “Commission” means the State of Hawaii Public Utilities Commission.

1.10 “Commission Approval Order” is defined in Section 2.2 below.

1.11 “Consumer Advocate” means the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii.

1.12 “day” or “days” means a calendar day of 24 hours.

1.13 “Diesel” means No. 2 Diesel produced in conformity with the provisions of the quality in the Specification which are set forth herein.

1.14 “DOT” means the Department of Transportation of the State of Hawaii and/or of the United States, as the case may be.

1.15 “Effective Date” is defined in Section 2.3 below.

1.16 “Extension” means any Agreement term in addition to and after the Original Term, each of which is a 12-Month period beginning January 1.

1.17 “Fuel” means singularly and collectively Industrial Fuel Oil (“IFO”) and No. 2 Diesel (“Diesel”) meeting the Specifications described in Exhibit A.

1.18 “gallon” means a United States liquid gallon of 231 cubic inches at 60 DF.

1.19 “Governmental Authority” means any international, foreign, federal, state, regional, county, or local Person having governmental or quasi-governmental authority or subdivision thereof, including recognized courts of Law, or other body or entity of competent jurisdiction.

1.20 “Independent Inspector” means a qualified third-party petroleum inspection contractor acceptable to both Parties providing petroleum sampling, measurement and other services before, during and after a delivery.

1.21 “Inter-island Supply Contract” means that certain Inter-island Supply Contract for Petroleum Fuels, dated February 18, 2016, by and between Hawaiian Electric Co., Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited, and Chevron U.S.A. Inc. (through its division Chevron Products Company).

1.22 “Law” means any law, decree, directive, judgment, order, decision, interpretation, enforcement, statute, code, ordinance, rule, regulation, treaty, convention, or any action, direction or intervention or other requirement of any Governmental Authority.

1.23 “Line Displacement Stock” means Fuel used to displace or flush or move existing Fuel in a pipeline.

1.24 “LSFO Supply Contract” means that certain Supply Contract for LSFO, Diesel and MATS Fuel, dated February 18, 2016, by and between Hawaiian Electric Company, Inc. and Chevron U.S.A. Inc. (through its division Chevron Products Company).

1.25 “MATS Fuel” means Fuel that is compliant with the Environmental Protection Agency’s (“EPA”) rule to reduce emissions of toxic air pollutants from power plants, specifically Mercury and Air Toxics Standards (MATS).

1.26 “month” means a calendar month.

1.27 “Original Term” is defined in Section 2.1 below.

1.28 “Party” and “Parties” are defined in the first paragraph above.

Page 2 of 34

1.29 “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity.

1.30 “Pipeline Delivery” means a delivery of Product which is delivered by pipeline from the Chevron Facility to Hawaii Electric Light’s power plants.

1.31 “Product(s)” means Industrial Fuel Oil (“IFO”) and/or No. 2 Diesel (“Diesel”) which shall be stored, received, delivered or piped into and from the Chevron Facility.

1.32 “Representatives” of a Party shall mean the respective officers, directors, members, managers, employees, and agents of such Party or its Affiliates.

1.33 “Specification” means the fuel quality specifications applicable to Fuel as described herein and stated in Exhibit A.

1.34 “Term” means the Original Term and any Extension(s).

1.35 “Terminalling Services” means the receipt, storage, delivery, blending and handling of Hawaii Electric Light’s Products, as further described in Article III.

1.36 “Terminalling Services Fee” or [ … ] means the per barrel fee (set forth on Exhibit B) paid in exchange for Chevron’s storage and handling of fuel products which includes all associated services, Chevron Facility personnel costs, operations and maintenance, and any miscellaneous expenses, excluding taxes.

1.37 “Unavailable Day” means each 24 consecutive hour period during which Chevron is unable (other than due to the fault of Hawaii Electric Light) to provide any of the Terminalling Services including (but not limited to): (i) receive Products at the Chevron Facility and/or (ii) deliver Hawaii Electric Light’s Product at the Chevron Facility.

1.38 “USD” means currency denominated in U.S. dollars.

1.39 “year” means a calendar year.

ARTICLE II

TERM

Section 2.1: Term. The initial term of this Agreement (“Original Term”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12) months, beginning each successive January 1, unless Hawaii Electric Light or Chevron gives written notice of termination at least one hundred twenty (120) days before the beginning of an Extension.

Section 2.2: Regulatory Approval.

(a)    Hawaii Electric Light will file an application with the Commission requesting approval of this agreement following its execution. This agreement is contingent upon the issuance of a decision and order by the Commission that: (i) approves this agreement and its pricing and terms and conditions, (ii) is in form deemed to be reasonable by Hawaii Electric Light, in its sole discretion; and (iii) allows Hawaii Electric Light to include the reasonable costs incurred by Hawaii Electric Light pursuant to this agreement in its revenue requirements for ratemaking purposes and for the purposes of determining the reasonableness of Hawaii Electric Light’s rates and/or for cost recovery above those fuel costs included in the base rate through Hawaii Electric Light’s Energy Cost Adjustment Clause, hereinafter, the “Commission Approval Order”.

(b)Without limiting the foregoing, Chevron understands that the Commission Approval Order may not be in a form deemed to be reasonable to Hawaii Electric Light if it: (i) contains terms and conditions deemed to be unacceptable to Hawaii Electric Light, in its sole discretion, or; (ii) it denies or defers ruling on any part of the application, or (iii) is not final (or deemed to be final by Hawaii Electric Light, in its sole discretion), because the Commission Approval Order has been appealed or Hawaii Electric Light

Page 3 of 34

is not satisfied that no party to the proceedings in which the Commission Approval Order is issued, or other aggrieved person with the right to appeal, intends to seek a change in such Commission Approval Order through motion or appeal.

(c)If Hawaii Electric Light has not received a final or interim Commission Approval Order and provided Chevron written notice of the same by October 1, 2016 or if Hawaii Electric Light’s request for Commission approval of this Agreement is denied in whole or in part, then either Chevron or Hawaii Electric Light may terminate this Agreement by providing written notice of such termination delivered to the other prior to the Effective Date, as it is defined in Section 2.3. In such event of termination, each Party shall bear its own respective fees, costs and expenses incurred prior to termination, if any, in preparation for performance hereunder, and the Parties shall have no further obligation to each other with respect to this Agreement except for indemnity and any confidentiality obligations assumed by the Parties hereunder.

Section 2.3:Effective Date. ThisAgreementshall become effective on the date (“Effective Date”) of receipt by Hawaii Electric Light of the Commission’s final or interim Commission Approval Order, and Hawaii Electric Light will provide Chevron with written notice of the same within five (5) business days from receipt by Hawaii Electric Light. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Agreement until the Effective Date, except that the Parties agree that upon full execution of this Agreement they will be bound by Section 2.2 (Regulatory Approval), Section 12.1 (Force Majeure), Section 13.1 (Compliance with Laws and Regulations), Section 15.1 (Indemnity) and all provisions of Article XVII and Article XVIII.

ARTICLE III

TERMINALLING SERVICES

Chevron agrees to provide the following Terminalling Services to Hawaii Electric Light in accordance with the terms and conditions of this Agreement.

Section 3.1: Scope of Services. Chevron agrees to provide the Chevron Facility for the storage and handling of Hawaii Electric Light’s Products. When instructed by Hawaii Electric Light, Chevron agrees to receive Hawaii Electric Light’s Products into the Chevron Facility, to store such Product, and to deliver same from the Chevron Facility. Chevron shall provide dedicated storage tanks and receive, store and hold in Chevron’s custody, handle, and deliver Hawaii Electric Light’s Products as described in this Agreement. Services shall include all personnel labor, operational and maintenance costs of the Chevron Facility, and any miscellaneous costs associated with providing Terminalling Services to Hawaii Electric Light. Chevron shall provide Terminalling Services in accordance with Good Industry Practice and in compliance with all applicable laws. For purposes of this Agreement, “Good Industry Practice” means the generally recognized standards for operation and maintenance of petroleum terminal facilities.

Page 4 of 34

Section 3.2:Storage. Chevron will maintain throughout the Original Term and any Extension(s) of this Agreement dedicated storage of Hawaii Electric Light’s Product, with minimum volumes of storage capacity as listed below:

[ … ]

Section 3.3: Receipt and Delivery Modes. Subject to Section 4.2 (Quantity) Products will enter and exit the Chevron Facility as follows:

Product Receipts Into the Chevron Facility:

(a)    Hawaii Electric Light’s Chartered Barge.

Product receipts from Hawaii Electric Light’s Chartered Barge shall contain a […] barrels of combined Products and shall arrive at regular intervals.

(b)Chevron’s Chartered Barge.

(c)    Hawaii Electric Light’s Nominated Barge (for the purposes of line flush activity described in Section 4.2(d).

(d)    Hawaii Electric Light’s receipt of Product into the Chevron Facility is subject to Section 8.2 (Chevron Facility hours of operation).

Product Deliveries Out of the Chevron Facility:

(a) Into Hawaii Electric Light designated tanker trucks at Chevron Facility’s loading rack.

(b) Into pipeline owned and operated by Hawaii Electric Light to its Hill Plant.

Hawaii Electric Light’s receipt of Product from Chevron Facility is subject to Section 8.2 (Chevron Facility Hours of Operation).

The quality of Products to be delivered hereunder shall comply with the Specifications for Fuel, attached hereto as Exhibit A.

Section 3.4:Terminalling for Third Parties. Hawaii Electric Light shall not have the right to provide third party Terminalling Services at the Chevron Facility without the prior written consent of Chevron […]

Page 5 of 34

ARTICLE IV

DETERMINATION OF QUANTITY AND QUALITY

For the purpose of this Agreement, a barrel shall consist of forty-two (42) U.S. gallons and a gallon shall contain two hundred thirty-one (231) cubic inches when corrected to 60° DF. All measurements shall be in accordance with API standards. All measured volumes shall be adjusted to those conditions in accordance with the latest ASTM or API test methods.

Section 4.1: Quality Determination.

(a)After loading Hawaii Electric Light's nominated barge with Product destined for Chevron’s Facility, an independent inspector shall take a minimum of three (3) sealed vessel composite samples of each Product from the delivering barge with one part for the Chevron Facility’s designated laboratory for Chevron’s retention, one part for Hawaii Electric Light’s designated laboratory for testing, which shall be Hawaiian Electric’s laboratory and one to be retained by the Independent Inspector for a period of not less than three (3) months for any quality discrepancies.

(b)All Product received into the Chevron Facility shall conform with the Product Specifications set forth in Exhibit A hereto, and/or other specifications as may be mutually agreed to by the Parties. The quality of the Product received into the Chevron Facility shall be determined by analysis of the test sample in accordance with the specifications in Exhibit A. Whenever Hawaii Electric Light purchases Product (to be delivered into the Chevron Facility) from a Party other than Chevron, Hawaii Electric Light shall provide or direct independent inspector to provide Chevron with both a preliminary analysis (API gravity, appearance and, in the case of diesel fuel, flash point), and final Certificate of Analysis from the results of the vessel composite sample at load port prior to discharge into the Chevron Facility.

(c)A “vessel composite” sample shall also be taken of the each Product by the independent inspector after the barge reaches Hilo and before it is unloaded. Sealed test samples will be provided to Hawaiian Electric’s lab, Chevron, and retained by the independent inspector for no less than three (3) months.

(d)A “running tank composite” sample shall be taken of the shore receiving tanks by Chevron after the barge contents are received and Chevron will test this sample to determine API, flash point and record this information on the “Chevron Petroleum Delivery Receipt Record”. The final API and loading temperature is used to determine “net loaded” amounts for subsequent truck lifting’s from the Chevron Facility.

(e)If Chevron becomes aware that any sample for Product owned by Hawaii Electric Light indicates the presence of contamination or Product that does not meet the established Product Specifications, Chevron shall immediately notify Hawaii Electric Light. Chevron shall also have the right but not the obligation to verify the results of Hawaiian Electric’s laboratory analyses. The determination of quality for purposes of this Agreement shall be based on Hawaiian Electric’s laboratory results provided that the arithmetic difference between Hawaiian Electric’s and Chevron’s laboratory results is equal to or less than the then existing reproducibility standard for the appropriate test method referenced in Exhibit A. If the difference between Hawaiian Electric’s and Chevron’s laboratory results is greater than this reproducibility standard, the Parties will confer, in good faith, to resolve the difference. If any dispute by Chevron regarding Hawaiian Electric’s quality determination is not promptly resolved, Chevron may request analysis of the sample retained by the independent inspector by an independent laboratory, whose determination shall be final and binding on both Parties (absent manifest error or fraud). Chevron and Hawaii Electric Light shall share equally the cost of such independent analysis.

Page 6 of 34

(f)Any difference between such inspector’s findings and those of Chevron shall be promptly discussed by Chevron and Hawaii Electric Light and, if an agreement cannot be reached as to whether the Product is contaminated or otherwise non-conforming, then Chevron shall have the right to reject the delivery unless Hawaii Electric Light provides a waiver of responsibility to Chevron’s satisfaction.

(g)Chevron shall not be obligated to accept Product into the Chevron Facility if such Product does not meet the specifications set forth in this Agreement or as otherwise agreed to by the Parties or does not fully comply with all legal requirements at the time of delivery but will notify Hawaii Electric Light immediately of the situation.

(h)    Hawaii Electric Light’s storage of Product hereunder is segregated and Chevron shall not commingle or introduce Product into the Chevron Facility storage dedicated to Hawaii Electric Light’s Product from any source (including third parties using the Chevron Facility or Chevron’s own product) without the express written permission of Hawaii Electric Light.

(i)Chevron shall perform water draws of its Chevron Facility tank(s) after each receipt of Product by way of barge, and record the results of such draws for Hawaii Electric Light’s review, at no additional cost to Hawaii Electric Light.

(j)   [ … ]

(k)[ … ]

Section 4.2:Quantity.

(a)The quantity of Product shall be determined by the Independent Inspector at the time of the receipt at the Chevron Facility by gauging Chevron’s shore tanks before and after loading or, at Hawaii Electric Light’s option and expense, by use of a meter capable of measuring the volume discharged from the barge. The charges for the Independent Inspector shall be paid by Hawaii Electric Light unless otherwise specified in this Agreement.

(b)Each barge delivery quantity of Product received into the Chevron Facility shall be recorded on the Independent Inspector’s report. The Independent Inspector shall separately gauge the barge tanks upon the barge’s arrival at Hilo harbor before and after loading and record such quantity on the report.

Page 7 of 34

(c)The Parties agree that if the measurement of Product received into or issued from the Chevron Facility shore receiving tank is, in the opinion of the Independent Inspector, considered to have been rendered inaccurate for any reason including, but not limited to, operational constraints, physical loss of Product or inadvertent transfer of Product within the Chevron Facility, then the quantity of Product received into the Chevron Facility by way of barge delivery may be determined by the Independent Inspector’s recorded measurement of the barge tanks before and after discharge.

(d)To the extent it is necessary to refill the pipeline with a fuel Product that existed in the pipeline immediately prior to each shipment of Hawaii Electric Light’s Product, including line flushes (“Line Displacement Stock”), Hawaii Electric Light shall pay the supplier of such Line Displacement Stock directly. When pipeline flushes are necessary and require manpower by Chevron, the supplier of the Line Displacement Stock will make a reasonable effort to coordinate with the Chevron Facility and perform the tank watch, tank gauging, and Product sampling. [ …]

(e)Hawaii Electric Light shall not be invoiced for the quantity of Product loaded into Hawaii Electric Light’s tanker trucks. Such quantities are measured for recordkeeping purposes only. For truck loadings, the quantity of Product loaded into Hawaii Electric Light’s contracted tanker trucks shall be determined at the time of the loading of each such truck at the Chevron Facility load rack based on the Chevron Facility’s meters, converted to 60 DF by the Chevron Facility’s automated rack control system as reflected on the Bills of Lading, or in the case of meter failure or absence of meters, tanker truck calibration charts shall be used and the volume converted to 60 degrees Fahrenheit on the basis of manual temperature measurement of the receiving tanker truck. Chevron shall maintain seals on its meters and shall test and calibrate its meters on a semi-annual basis or within a period otherwise in accordance with industry standards, whichever is less. Chevron shall give Hawaii Electric Light a written schedule of calibration test times, and Hawaii Electric Light shall have the right to have its representative present to observe such calibration test and to review such test results.

ARTICLE V

EVAPORATION OR HANDLING LOSS

Hawaii Electric Light recognizes that normal handling of Product within the Chevron Facility may result in losses in Product volume due to evaporation, shrinkage, line loss, clingage, etc.

Section 5.1:Responsibility for Loss, Damage or Contamination. Chevron shall be responsible for any type of loss of or damage to (including contamination) the Product while it is in Chevron’s custody to the extent such loss or damage is caused by Chevron’s (i) failure to use reasonable care in receiving, handling, storing, and/or delivering the Product, (ii) negligence or willful misconduct, (iii) failure to use Good Industry Practice or comply with applicable Law, or (iv) breach of this Agreement. Chevron shall not in any event be liable for more than the actual cost of the Product (delivered to the Chevron Facility) to Hawaii Electric Light for any contamination, damage or loss of Product, nor for special or consequential damages arising out of any contamination or loss of Product, no matter how such contamination, damages or loss shall have occurred or been caused, provided, however, that Chevron shall, subject to Section 16.2, indemnify Hawaii Electric Light against any actual, reasonable and necessary costs and expenses directly incurred by Hawaii Electric Light as a result of any contamination of the Product, as well as any fines, and penalties actually levied against and paid by Hawaii Electric Light by reason of Product contamination for which Chevron is responsible hereunder. At Hawaii Electric Light’s option, Chevron may in lieu of payment (at its sole cost and expense) either (1) replace the lost, damaged or contaminated Product with Product of the same quality and quantity delivered to the Chevron Facility or (2) restore the damaged or contaminated Product to original receipt quality. Any salvage or residual value received or credited for the lost or damaged Product shall revert to or be credited to the Party which replaced the lost or

Page 8 of 34

damaged Product in the event that Chevron or Hawaii Electric Light replaces any portion or the entire lost or damaged Product.

Section 5.2: Normal Losses and Abnormal Losses. Subject to the immediately following sentence, Hawaii Electric Light shall be responsible for normal evaporation or handling losses, except to the extent such losses are caused by Chevron’s (i) failure to use reasonable care in receiving, handling, storing and/or delivering the Product, (ii) negligence or willful misconduct, (iii) failure to use Good Industry Practice or comply with applicable Law, or (iv) breach of this Agreement (any losses, resulting from the events described in (i) through (iv), an “Abnormal Loss”). Notwithstanding the foregoing, Hawaii Electric Light’s share of losses (other than Abnormal Losses) [ … ] of Hawaii Electric Light’s total quantity of Product received at the Chevron Facility during the relevant calendar year. Losses shall be settled within thirty (30) days after each calendar year and at the expiration of this Agreement.

Section 5.3:Loss Allowance and Settlement of Normal Losses. Chevron shall be responsible for any terminalling losses of Product [ …] based on the losses as a percentage of total quantity received into the Chevron Facility during the period for which the losses are being determined; provided, however, that the […] shall not apply to Abnormal Losses, in which case Chevron shall be responsible for the entire volume of the lost, damaged or contaminated Product. The net losses for evaporation and handling shall be determined and mutually agreed to monthly by comparing the month-end Product book inventory with the month-end Product physical inventory. Settlement of any net losses (other than Abnormal Losses) shall be handled by Chevron at the end of each calendar year and at the termination or expiration of this Agreement through: (a) a credit to Hawaii Electric Light’s account against the next invoice following the end of the calendar year, or (b) if at the expiration or termination of this Agreement, payment to Hawaii Electric Light shall be within thirty (30) days of the end of expiration or termination of this Agreement. The price of the Product shall be based upon Hawaii Electric Light’s actual average calendar month purchase price of the grade of Product delivered to the Chevron Facility, as documented by Hawaii Electric Light for the calendar month in which the losses were incurred.

Section 5.4:Notification and Settlement of Abnormal Losses. Chevron shall notify Hawaii Electric Light upon Chevron’s discovery or knowledge of any Abnormal Loss as soon as practicable (but in no event later than forty-eight (48) hours from Chevron’s initial discovery or knowledge thereof). Chevron’s notification to Hawaii Electric Light shall include the volume of the Abnormal Loss, together with any other known pertinent information related thereto. Abnormal Losses shall be settled at the end of the calendar month in which they occurred. The price of the Product to be paid by Chevron for any Abnormal Loss shall be in accordance with the last sentence in Section 5.3 above.

ARTICLE VI

PRICE

Section 6.1: Pricing. Pricing of Terminalling Services under this Agreement shall be as set forth on the attached Exhibit B.

Section 6.2: Rounding. All prices, price formula component value averages and other sums payable with respect to Terminalling Services and Terminalling Services Fees or the Discounted Terminalling Services Fees (as applicable) hereunder shall be stated in the nearest hundredths of a dollar unless specifically provided otherwise.

Page 9 of 34

ARTICLE VII

PRODUCT RECEIPTS AND DELIVERIES

Section 7.1:  Product Receipts into Chevron Facility.  The Parties shall mutually coordinate the receipt of Product into the Chevron Facility.  […] Hawaii Electric Light will provide notice of its proposed barge delivery schedule for the upcoming calendar month to Chevron and Chevron will notify Hawaii Electric Light […] after receipt of the schedule if Chevron will not be able to meet the schedule for any reason.  If Hawaii Electric Light does not receive notification, Chevron shall staff the Chevron Facility as required for the barge deliveries according to Hawaii Electric Light’s schedule and the Parties will mutually coordinate the deliveries of Product by barge into the Chevron Facility.  […]  

(a)[…]

(b)On the day before the scheduled barge load date, Hawaii Electric Light will provide Chevron with a cargo load plan.

(c)Once barge loading is complete, Hawaii Electric Light will notify Chevron of an Estimated Time of Arrival (“ETA”) at Hilo Harbor, and any changes to the ETA by email or telephone.

(d)Upon arrival of the barge at Hilo, Chevron Facility personnel shall meet with the Independent Inspector and the barge tankermen for a pre-transfer conference and to complete the transfer document. Chevron shall provide the independent inspector with access to the Chevron Facility for shore tank gauging and shall also assist in testing the shore tank sample for final API, temperature and flash point.

(e)Chevron shall record the start time and end time of the Product transfer on a Tank Receiving Log. Chevron shall also record the hourly receiving tank gauge readings, the barrels received per hour, and the total barrels received. This information shall be provided to the independent inspector and the barge tankermen during Product receipt.

(f)Hawaii Electric Light’s nominated barge shall meet all internal requirements set by Chevron for barges or vessels calling on the Chevron Facility as well as comply with all applicable Law, the vessel acceptance standards as may be applicable to unmanned petroleum tank barges and shall be fit in every way to carry and deliver the Product. Chevron shall provide Hawaii Electric Light with the Chevron Facility’s operations manual and any other applicable safety and operations procedures, and any amendments thereto, during the Term of this Agreement.

Section 7.2: Pipeline Deliveries from the Chevron Facility. Deliveries of Hawaii Electric Light’s Products made by pipeline from the Chevron Facility to Hill Plant shall be mutually coordinated between Chevron Facility personnel and Hawaii Electric Light’s personnel. Chevron shall ensure that one of the Chevron Facility personnel is monitoring the pumping controls at all times while the pipeline is in operation. […]

Page 10 of 34

Section 7.3: Truck Deliveries from the Chevron Facility. Chevron shall grant Hawaii Electric Light or its agent access to the loading portion or side of the Chevron Facility’s truck loading rack for the purpose of loading the Product from the Chevron Facility. Chevron shall not be responsible for any demurrage resulting from Chevron’s delayed access to the loading portion or side of the Chevron Facility’s truck loading rack.

Section 7.4: Demurrage. Neither Hawaii Electric Light nor Chevron assumes any liability to the other for any demurrage on marine vessels or truck equipment which occurs as a result of their respective operations, unless such demurrage is caused by the relevant Party’s negligence or failure to comply with this Agreement.

Section 7.5:Reports.Chevron agrees to provide (a) reports summarizing receipts and deliveries of Hawaii Electric Light’s Product, into and out of storage, including the quantities of Product received and delivered, the date of each such transaction, (b) reports of the actual inventory of Hawaii Electric Light’s Product in each of the storage tanks covered by this Agreement, (c) volumetric additive reports (“VAR”) when requested by Hawaii Electric Light, up to a limit of one (1) such report per day (Monday through Friday). At the end of each calendar month and prior to the fourth work day of the following month, during the term hereof, Chevron shall provide to Hawaii Electric Light a report, summarizing for such month receipts and deliveries of Hawaii Electric Light’s Product into and out of storage, the beginning storage inventory, the ending inventory, and any Product gain or loss of actual physical inventory over computed inventory. Chevron shall not be obligated to perform any additional administrative duties for Hawaii Electric Light that are not a part of Chevron’s customary administrative duties, as determined by Chevron, other than those reporting duties set forth in this Section, unless Chevron and Hawaii Electric Light agree in writing to such additional duties and compensation, if any, for their performance.

ARTICLE VIII

TERMINAL OPERATING REQUIREMENTS

Section 8.1: Chevron’s Representation and Warranties.

(a)Chevron’s Representations and Warranties. During the Term of this Agreement, Chevron shall maintain in full force and effect, the capability to receive, store, deliver and handle Hawaii Electric Light’s Products sufficient to meet Chevron’s obligations under this Agreement. Upon Hawaii Electric Light’s reasonable request, Chevron shall provide Hawaii Electric Light assurances of Chevron’s ability to perform under this Agreement.

Chevron represents and warrants as to the Effective Date that: (i) the Chevron Facility and the tanks used to store Hawaii Electric Light’s Product are in good serviceable condition, (ii) the Chevron Facility and such tanks are structurally sound, and (iii) the Chevron Facility and such tanks have been and are being operated and maintained in accordance with Good Industry Practice and in compliance with applicable law.

1. Storage tanks shall be available for incoming barge deliveries of Product.

2. Subject to Section 7.1 and Section 7.2, Operators and Chevron Facility personnel shall be available for any and all incoming and outgoing Product receipts and deliveries, including loading of Hawaii Electric Light’s tanker trucks at the truck rack and the operation of the pipeline from the Chevron Facility to Hawaii Electric Light’s power plant(s). Once the barge unloading begins, the Chevron

Page 11 of 34

Facility personnel shall continue the unloading through completion of the delivery. Once a pipeline delivery begins, the Chevron Facility personnel shall continue to monitor the pipeline flow through completion of the delivery, including Line Displacement Stock flushes (as required).

Section 8.2:Chevron Facility Hours of Operation. Except when the Chevron Facility may be closed due to scheduled or necessary but unscheduled maintenance or closure for any reason by a regulatory authority:

(a)The Chevron Facility shall remain open […]

(b)Receipt of Hawaii Electric Light’s Product into the Chevron Facility shall be per Section 7.1. […] Chevron shall ensure that one of the Chevron Facility personnel is monitoring the pumping controls at all times while the pipeline is in operation. In the event of an emergency, Chevron shall make reasonable effort to accommodate Hawaii Electric Light’s request to extend deliveries outside the Normal Pipeline Delivery Schedule.

Chevron shall provide advance notice of all maintenance activities which may result in closure of the Chevron Facility, such as tank inspections and maintenance.

Section 8.3:Chevron Facility Operating Requirements.

(a)    Hawaii Electric Light, and its agents, contractors or subcontractors, including those providing transportation services from the Chevron Facility shall adhere to all Chevron’s rules and regulations for the Chevron Facility, and to complete and execute such forms and agreements, as Chevron may from time to time require in connection with Chevron Facility safety or operating procedures. Hawaii Electric Light agrees to provide all of its carriers with all safety, equipment, inspection, training and operating procedures and requirements as may be established by Chevron for the Chevron Facility or instructed by Chevron Facility personnel, including any supplements or amendments thereto, and shall cause all of its carriers to conduct themselves in accordance with such procedures and requirements at all times when in or around the Chevron Facility. Each Party agrees that its agents and employees shall comply with all safety regulations of the other when such agents or employees are upon the premises of the other in connection with the performance of this Agreement. Nothing in this Agreement will be construed to deny or otherwise limit Chevron's right to refuse entry to, or to remove immediately from a Chevron Facility, any person or equipment, which in the sole discretion of Chevron, poses a hazard to Chevron Facility personnel or property. If Chevron determines that an unsafe condition exists, Chevron may, in its absolute discretion, temporarily cease operations at the Chevron Facility until such unsafe condition has been remedied or corrected. Hawaii Electric Light acknowledges that the Chevron Facility may be inaccessible or inoperative for periods of time, due to Maritime Security (“MARSEC”) compliance or other similar circumstances, and that in such event Chevron, subject to Section 8.5 below, will not be responsible for any purported damages of any kind due to the unavailability of the Chevron Facility or related equipment.

Section 8.4:[…

Page 12 of 34

(redaction continued) ]

Chevron will be responsible for keeping operating records and performing the maintenance work required by Title 49, Part 195, Code of Federal Regulations, on the United States Department of Transportation Pipeline and Hazardous Materials Safety Administration jurisdiction pipeline and tanks within Chevron's facility unless owned by Hawaii Electric Light in which case Hawaii Electric Light shall maintain in accordance with this Section. Documents verifying that the operating and maintenance work has been done must be provided to Hawaii Electric Light.

Section 8.5: [ …]

Page 13 of 34

Section 8.6:Notice Addresses. Promptly following the Effective Date (and thereafter as staffing changes warrant updates), the Parties will exchange lists of personnel (and their contact information) who shall be contacted for coordination of operational matters, such as scheduling, nominations, and receipt and delivery of Products.

ARTICLE IX

INVOICING AND PAYMENT

Commencing with the Effective Date specified in this Agreement, Hawaii Electric Light agrees to pay Chevron the following charges as specified in this Agreement and according to Exhibit B (Pricing):

Section 9.1: Invoicing.

(a)Subject to the quarterly true-up mechanism described in Exhibit B, Chevron shall invoice Hawaii Electric Light monthly for the Terminalling Services Fee or the Discounted Terminalling Services Fee (as applicable) multiplied by the total of volume of Hawaii Electric Light’s Product actually delivered into storage at the Chevron Facility during the immediately preceding month. Original invoices shall include full documentation, as approved by both Parties, including reports of the independent inspector, any laboratory analyses, price calculation, and any other documents having to do with the quality, quantity and receipt of Product. This may include other fees and charges as set forth in this Agreement and as may be agreed upon in a signed writing between the Parties from time to time during the Term of this Agreement. Invoices and documentation shall be prepared and sent each calendar month.

(b)If applicable to any consideration due under this Agreement, the invoice shall also include the amount of any transaction taxes which Chevron proposes to collect or for which it will seek reimbursement from Hawaii Electric Light, and Chevron’s tax registration number. Chevron shall separately state invoice items to reduce transaction taxes if requested by Hawaii Electric Light and as permitted by applicable Laws.

(c)Invoices and documentation shall be prepared and sent each calendar month by U.S. first class mail, postage prepaid, by electronic transmission (electronic mail, with receipt confirmed) to Hawaii Electric Light at the following address:

Via email to: Curtis.Hong@hawaiianelectriclight.com

And via USPS mail to:

Hawaii Electric Light Company, Inc.

P. O. Box 1027

Hilo, Hawaii 96721

Attention: Production Fuel Department, Chenoa Haa

Ph: [...]

Section 9.2: Payment. All payments under this Agreement shall be due payable within […]

from Hawaii Electric Light’s receipt of Chevron’s monthly invoice. Payment due date is the date payments are to reach Chevron. If such date falls on a Sunday or a holiday, payment shall be received the following business day. Any payment not made within […] after receipt of such monthly invoice will begin bearing interest at an annual rate of interest equal to the “Base Rate” of interest

Page 14 of 34

published by […] but not to exceed the maximum allowed by law, until such payment is made.

For Payment of Invoices and questions concerning invoices shall be directed as provided in the invoice or to the following:

Chevron Products Company

Chevron Business Support Center S.A.

Attn: Diego Tomas Erdocia

Email: nalstock@chevron.com

Section 9.3: Method of Payment. […]

Section 9.4: Chevron’s Lien. Chevron reserves, and is hereby granted by Hawaii Electric Light, a lien and security interest (which shall be in addition to and not in lieu of any rights otherwise provided by law) on such amount of Hawaii Electric Light’s Product stored at the Chevron Facility whose market value equals any amounts owed to Chevron hereunder which have not been paid when due under this Agreement (only to that extent and not further), which lien and security interest may be enforced upon thirty (30) days prior written notice by Chevron in any reasonable manner including private or public sale.

Section 9.5:Credit Extension.

(a)If during the Term of this Agreement, (i) Hawaii Electric Light fails to pay all sums when due, or (ii) there is any […] pursuant (other than resulting from a […] or similar event), such failure of (i) or (ii) above shall, if not cured by Hawaii Electric Light within […] days after notice thereof, […] and, in addition to such other remedies it may have, Chevron shall thereafter have the […]

(b)In addition to the other obligations herein, Hawaii Electric Light shall periodically provide to Chevron that […] deemed necessary by Chevron to support […]. Notwithstanding any other applicable Law, including the Uniform Commercial Code, if Chevron has commercially reasonable grounds for […] under this Agreement, Chevron shall provide Hawaii Electric Light with written notice requesting an […] determined by Chevron […] and Hawaii Electric Light shall provide such […] in accordance with the terms set forth in Chevron’s written notice and the terms below. “[…]” means, […] and in any event […], issued by a “Qualified Institution”. Qualified Institution means either: (i) a […] that: (A) has at [… ] an […] and at […] an […] and (C) has not […

Page 15 of 34

(redaction continued) ] ] or (ii) […] In the event that […] is in the form of […] the […] may only be […] upon by Chevron upon the occurrence of any (and each) uncured the Hawaii Electric Light default under Section 9.5(a) and Section 16.1. Chevron’s […] upon the […] is without prejudice to the Hawaii Electric Light’s right to subsequently challenge the grounds for and/or amount of the […] and to recover for a […] on the […]. Until such […] is received, Chevron is entitled […] Any and all […] shall be for the […]. Any breach of the obligations set forth in this Section is a default under Section 16.1.

ARTICLE X

TITLE, CUSTODY AND RISK OF LOSS

Section 10.1: Title and Custody. Title to the Product stored and/or handled hereunder shall always remain with Hawaii Electric Light. Chevron shall be deemed to have custody of and responsibility, including risk of loss and damage for purposes of Article V, for the Product starting from the time during receipt when it passes (a) the last valve prior to the Chevron Facility tank on marine receipts into the Chevron Facility; and (b) on the date of book or stock transfers. Hawaii Electric Light shall be deemed to have regained custody of any responsibility for the Product during delivery from the Chevron Facility starting from the time when Product passes the Chevron Facility’s last flange connecting to Hawaii Electric Light’s designated truck or into Hawaii Electric Light’s owned pipeline. Chevron shall not have responsibility or custody of any Product while in any pipeline that is not owned or used exclusively by Chevron.

ARTICLE XI

INSURANCE

Section 11.1: Insurance Requirements.

(a)The Terminalling Services Fee or Discounted Terminalling Services Fee (as applicable)does not include any costs for first party property insurance covering damage to or loss of Hawaii Electric Light’s Product while it is in the custody of Chevron, it being expressly understood and agreed that such insurance, if desired by Hawaii Electric Light, shall be carried by Hawaii Electric Light at its own expense.

(b)Chevron and Hawaii Electric Light and/or anyone acting under either Party’s direction or control or on either Party’s behalf shall maintain, at its sole cost, at all times while performing under this Agreement, the following insurance coverage with providers satisfactory to each Party with limits not less than but not limited to those limits required below (the “Insurance”):

1. Commercial General Liability Insurance (including but not limited to coverage for each Party’s obligation hereunder to defend and/or indemnify each Party) with limits of not less than [...] each occurrence and [...] general aggregate; CG 2503, or its equivalent, amending aggregate limits shall apply.

Page 16 of 34

2. Business Automobile Liability Insurance covering all vehicles used by each Party in their operations with a limit of liability of not less than: [...] each occurrence for bodily injury and property damage combined, such policy to be endorsed with MCS-90 and CA 99 48, or its equivalent, when hazardous material transportation is involved.

3. Workers’ Compensation Insurance and/or Longshoremen’s and Harbor workers’ Compensation Insurance as required by laws and regulations applicable to and covering employees of each Party performing under this Agreement.

4. Employers’ Liability Insurance protecting each Party against common law liability, in the absence of statutory liability, for employee bodily injury arising out of the master-servant relationship with a limit of not less than [...] Each Accident, [...] Disease-Policy Limit, [...] Disease-Each Employee.

(c)Chevron and Hawaii Electric Light and/or anyone acting under either Party’s direction or control or on either Party’s behalf shall maintain all coverage required pursuant to the Oil Pollution Act of 1990 and the regulations promulgated thereunder, as the same may be in effect from time to time. Pollution Legal Liability Insurance (including but not limited to coverage for their obligation hereunder to defend and/or indemnify the other Party with limits of not less than [...] each occurrence.

(d)Each Party’s Insurance policies shall provide a blanket waiver of subrogation in favor of the other Party, allow for the separation of insureds and give written notice of cancellation or material change. Notice of cancellation or change shall not affect the insurance until thirty (30) days after written notice is received by either Party. Any deductible or retention of insurable risks shall be for the other Party’s account.

(e)The Insurance required in Section 11.1 (b), subsections (1) through (4), shall name the other Party (and its members, subsidiaries, Affiliates and joint venture partners to the extent of their interest) as additional insureds to the extent of the other Party’s indemnity obligations under this Agreement.

(f)Failure of either Party to provide evidence of the Insurance or purchase Insurance in compliance with this Section shall not relieve each Party of its obligations in this Section.

(g)[…]

Page 17 of 34

ARTICLE XII

FORCE MAJEURE

Section 12.1:  Force Majeure. Each Party hereto shall be released from liability hereunder for failure to perform any of the obligations herein imposed for the time and to the extent such failure is occasioned by acts of God, federal, state, county or municipal order, rule, legislation or regulation, or by war, acts of the public enemies, strikes, lockouts or other labor disturbances, riots, explosions, fire, floods, hurricanes, destruction from any involuntary cause of the facilities herein involved or Hawaii Electric Light’s power generation facilities or any significant part thereof, compliance, voluntary or involuntary, with a direction or request of any Governmental Authority or person purporting to act with government authority, including any such direction or request limiting Hawaii Electric Light’s recovery of all costs incurred under this Agreement, or any cause or causes of any kind or character (except financial) reasonably beyond the control of the Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of reasonable due diligence and effort, such Party could not have been able to avoid or overcome (any of the foregoing, “Force Majeure”). Except to the extent arising out of or relating to the foregoing, the following events or circumstances will not constitute a Force Majeure event:

1. a failure of performance of any Person other than one of the Parties (except to the extent that such failure otherwise would constitute a Force Majeure but for this exclusion);

2. any market, financial or economic conditions that are unfavorable for either Party;

3. the ability of a Party to obtain better economic terms from a third party or the inability to economically perform its obligations under any transaction undertaken pursuant to this Agreement; or

4. an unexcused failure by a Party to pay any undisputed amounts due to a third party when due or to perform timely any obligations owed to a third party; and any event described in Section 13.4 (which shall instead be addressed in accordance with Section 13.4).

The Party claiming Force Majeure agrees to give the other Party prompt written notice of an act or event of Force Majeure, specifying the anticipated effect and duration of the event of Force Majeure. The Party claiming Force Majeure shall use due diligence to cure any act or event of Force Majeure, and shall give the other Party prompt notice when it expects the act or event of Force Majeure to terminate.

If Terminalling Services are suspended or reduced due to Force Majeure, it shall not be a breach of this Agreement for Hawaii Electric Light to utilize the terminalling services of a third party for the quantities of Product for which Chevron is unable to provide the Terminalling Services.

ARTICLE XIII

COMPLIANCE WITH LAWS AND REGULATIONS

Section 13.1:Compliance with Laws and Regulations.

(a)Chevron and Hawaii Electric Light hereby agree to comply fully in the performance of this Agreement with all current industry and ASTM rules and regulations, and all applicable Laws, including but not limited to the inspection, testing and maintenance of tanks, pipelines and related Chevron Facility infrastructure, fuel spills, and emergency response plans and drills. In addition, Hawaii

Page 18 of 34

Electric Light and Chevron each agree to file all reports as may be required by state and local jurisdictions which are applicable to Hawaii Electric Light and/or Chevron.

(b)In the event, at any time after the date this Agreement is entered into, any Governmental Authority shall require the installation or modification of the facilities or fixtures of the Chevron Facility used in the storage and handling of Hawaii Electric Light’s Product during the Term of this Agreement, as required by new Laws, or require changes in Chevron’s normal operating procedures related to the storage and handling of Hawaii Electric Light’s Product, Chevron shall notify Hawaii Electric Light of the necessity and cost of such installation of facilities or fixtures or changes in operating procedures, and Chevron and Hawaii Electric Light shall work, in good faith, to allow such installation of facilities or fixtures or to make such necessary changes to Chevron’s operating procedures and to adjust the compensation under this Agreement to reflect Chevron’s additional costs of compliance should the cost of compliance be solely attributed to providing Hawaii Electric Light the Terminalling Services described herein. In the event Hawaii Electric Light decides that such increase in costs or change in operating procedure is too onerous or prohibitive, Hawaii Electric Light may, upon thirty (30) days written notice to Chevron, terminate this Agreement or cancel those portions of this Agreement which are affected. To the extent that Hawaii Electric Light cancels portions of this Agreement, there shall be an equivalent reduction of the fees due under this Agreement and Hawaii Electric Light expressly relieves Chevron of any and all obligations hereunder to provide facilities and/or Terminalling Services covered by those cancelled portions of this Agreement.

Section 13.2:Material Safety Compliance for Third Party Products. In the event Chevron is not the fuel supplier for the Products, Hawaii Electric Light shall furnish to Chevron health, safety and environmental information (including without limitation Material Safety Data Sheets, “HSE Data”) concerning health, safety and environmental aspects of Hawaii Electric Light’s Products, including health, safety and environmental warnings, if any, required by applicable Law. Chevron shall not be entitled to rely upon such HSE Data as being an inclusive presentation of all potential health, safety and environmental risks associated with Hawaii Electric Light’s Products. Each Party shall furnish HSE Data to, and otherwise inform, its respective nominated vessels of all such risks, and the request the master to advise and instruct all crew, seamen and employees about the hazards, if any, associated with Hawaii Electric Light’s Products, and the safe and proper methods of handling and storing fuel. Compliance by Chevron with recommendations in HSE Data shall not excuse the Chevron from its obligations under Article XV and this Section 13.2.

Section 13.3: Permits and Licenses. Chevron shall secure and pay for all required permits and licenses, and shall comply with all applicable Law (including the provisions of the Occupational Safety and Health Act of 1970 and all amendments thereto, and the DOT Hazardous Materials Regulations), and shall indemnify, defend and save Hawaii Electric Light harmless from any and all liability, fines, damage, cost and expense, including but not limited to reasonable attorneys’ fees and costs, arising from Chevron’s failure to do so.

Section 13.4: […

Page 19 of 34

(redaction continued) ]

ARTICLE XIV

RELEASES

Section 14.1: Spills/Environmental Pollution. In the event of any Product spill or discharge or other environmental pollution caused by or in connection with Hawaii Electric Light’s delivery or receiving operations, prior to the time that Chevron has obtained custody of the Product or after Hawaii Electric Light has received product and regained custody of product in accordance with Article IX (Title, Custody and Risk of Loss) of this Agreement, Chevron may commence containment or clean-up operations as deemed appropriate or necessary by Chevron or required by any Governmental Authorities and shall notify Hawaii Electric Light immediately of such operations. Except to the extent such spill or discharge caused by or in connection with Hawaii Electric Light’s delivery or receiving operations (where Chevron does not have custody of the Product) is the result of Chevron’s negligence or willful misconduct or Chevron’s failure to use Good Industry Practice or comply with applicable Law, all reasonable costs of containment or clean-up shall be borne by Hawaii Electric Light. In the event of any Product spill or discharge or other environment pollution caused by or in connection with Chevron’s storage and transfer operations at the Chevron Facility or while Chevron has custody of the Product in accordance with Article X (Title, Custody and Risk of Loss), Chevron shall commence containment or clean-up operations as deemed appropriate or necessary by Chevron or required by any Governmental Authorities and shall notify Hawaii Electric Light immediately of such operations. In the event of any Product spill or discharge or other environmental pollution caused by or in connection with Chevron’s storage and transfer operations at the Chevron Facility or any other time after Chevron has obtained custody of the Product in accordance with Article X of this Agreement, all reasonable costs or clean-up shall be borne by Chevron, except to the extent such spill or discharge caused by or in connection with Chevron’s storage or transfer operations at the Chevron Facility is the result of Hawaii Electric Light’s gross negligence or willful misconduct. In the event a third party is legally liable for costs and expenses borne by Chevron or Hawaii Electric Light under this Section, either Party shall reasonably cooperate with the other for the purpose of obtaining reimbursement.

Page 20 of 34

Section 14.2:Pollution Mitigation.

(a)When an escape or discharge of Product, oil or any polluting substance occurs in connection with or is caused by Chevron’s or its agent’s vessel or occurs from or is caused by discharging operations, Chevron or its agents shall promptly take whatever measures are necessary or reasonable to prevent or mitigate environmental damage, without regard to whether or not said escape or discharge was caused by the negligence or willful misconduct of Chevron’s equipment or Chevron or Hawaiian Electric or others. Failing such action Chevron or its agents, Hawaiian Electric, on Chevron’s behalf, may promptly take whatever measures are reasonably necessary to prevent or mitigate pollution damage and notify Chevron as soon as practicable thereafter of such actions. Each Party in good faith shall keep the other advised of the nature and results of the measures taken, and if time permits, the nature of the measures intended to be taken.

(b)[...]

(c)Notwithstanding any other provision in this Agreement, the foregoing provisions shall be applicable only between Chevron and Hawaiian Electric and shall not affect, as between Chevron and Hawaiian Electric, any liability that either Chevron or Hawaiian Electric shall have to any third parties, including the State of Hawaii and the U.S. Government, if either Party shall have such liability.

Section 14.3:Operational Contacts. Promptly following the Effective Date (and thereafter as staffing changes warrant updates), the Parties will exchange lists of personnel (and their contact information) who shall be immediately contacted in the event of any accident, spill, or reportable incident incurred under the performance of this Agreement.

ARTICLE XV

INDEMNITY

Section 15.1: Indemnity. To the fullest extent permitted by applicable Law and except as specified otherwise elsewhere in this Agreement:

Chevron shall defend, indemnify and hold harmless Hawaii Electric Light, its parent, Affiliates and subsidiary companies and their directors, employees and agents for and against any loss, damage, claim, suit, liability, fine, penalty, judgment and/or expense (including attorneys’ fees and other costs of litigation) (collectively “Liability(ies)”), arising from injury, disease or death of any persons, damage to or loss of any property, or discharges or spills or leaks of Product, to the extent that any of the foregoing is caused by, arises out of, or results from (i) the negligent acts or omissions or willful misconduct of Chevron, its employees, agents, or contractors in the performance of this Agreement or operation of the Chevron Facility (ii)   Chevron’s, its agents’ or contractors’ failure to comply with all applicable Laws, or (iii) Chevron’s breach of this Agreement (including Chevron’s failure to provide Terminalling Services in accordance with Good Industry Practice).

Page 21 of 34

Hawaii Electric Light shall defend, indemnify and hold harmless Chevron, its members, subsidiaries, Affiliates and joint venture partners and their directors, employees and agents for and against any Liabilities, arising from injury, disease or death of any persons, damage to or loss of any property (including, but not limited to Chevron’s facilities), or discharges or spills or leaks of product, to the extent that any of the foregoing is caused by, arises out of or results from the (i) negligent acts or omissions or willful misconduct of Hawaii Electric Light , its employees, agents, or contractors, Hawaii in the exercise of any of the rights granted to Hawaii Electric Light hereunder or in the operation, loading or unloading of any motor vehicle or vessel owned or hired by Hawaii Electric Light , its agent or contractors (ii) Hawaii Electric Light’s, its agents’, or contractors’ failure to comply with all applicable Laws, or (iii) Hawaii Electric Light’s breach of this Agreement.

In the event Hawaii Electric Light and Chevron are jointly responsible for any liability(ies), then the Parties shall jointly share responsibility and indemnify each other for the liability(ies) in proportion to each Party’s contribution to the injury, disease, or death of any persons, damage to or loss of property, or discharge, leak, or spill of Product.

Any action by either Party must be brought within two (2) years after the cause of action arose.

Chevron or Hawaii Electric Light, as soon as practicable after receiving notice of any suit brought against it within this indemnity, shall furnish to the other full particulars within its knowledge thereof and shall render all reasonable assistance requested by the other in the defense. Each shall have the right, but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and/or settlement thereof without relieving the other of any obligations hereunder. The Parties’ obligations under this Section shall survive any termination of this Agreement.

ARTICLE XVI

DEFAULT

Section 16.1:Default. A material breach of any of the terms and conditions of this Agreement by either Party shall constitute a default hereunder. Upon default, the non-defaulting Party shall, within [...] of knowledge thereof, notify, in writing, the defaulting Party of the particulars of such default and (unless a different cure period is provided herein, including under Section 9.5(a)) the defaulting Party shall have [...] thereafter to cure such default. In the event of default and defaulting Party’s failure to cure during the cure period, the non-defaulting Party shall also have the option to terminate this Agreement upon written notice to the defaulting Party. The waiver by the non-defaulting Party of any right hereunder shall not operate to waive any other right nor operate as waiver of that right at any future date upon another default by either Party hereunder.

Section 16.2:Limitation of Liability.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR, AND EACH PARTY SHALL RELEASE THE OTHER PARTY FROM AND AGAINST, ANY PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST USE, LOSS OF PROFITS OR REVENUE, LOSS OF OPPORTUNITY, LOSS OF PRODUCTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OF ANY KIND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE  WHICH MAY BE SUFFERED BY SUCH PARTY IN CONNECTION WITH THIS AGREEMENT; THIRD PARTY DAMAGES SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT ARE NOT LIMITED BY THIS SECTION.

ARTICLE XVII

Page 22 of 34

NOTICE

Section 17.1: Notices. Any notice required or permitted hereunder by one Party to the other shall be in writing and the same shall be given and shall be deemed to be served and given if (1) delivered in person to the address set forth in this Agreement for the Party to whom the notice is given, or (2) if placed in the United States mail, postage prepaid, addressed to the Party at the address set forth in this Agreement, or (3) sent by facsimile with receipt acknowledged. The addresses for Hawaiian Electric, Hawaii Electric Light and Chevron shall be as specified in this Agreement. From time to time, either Party may designate another address for the purpose of this Agreement by giving to the other Party notice of such change of address, which shall be effective fifteen (15) days after the giving of such notice.

Hawaiian Electric:

Hawaiian Electric Company, Inc.

P. O. Box 2750

Honolulu, Hawaii 96840-0001

Attention: Director of Fuels Operations - mailstop CIP3-IF

Facsimile: [...]

Hawaii Electric Light:

Hawaii Electric Light Company, Inc.

P. O. Box 1027

Hilo, Hawaii 96721

Attn: Environmental Fuels Office, Curtis Hong

Tel: [...]

Cell: [...]

Facsimile: [...]

Chevron:

Chevron Products Company

91-480 Malakole Street

Kapolei, HI 96813

Attn: Coordinator, Value Chain Optimization

Tel: [...]

Facsimile: [...]

Section 17.2: Routine Communications. The Parties may from time to time by notice hereunder designate persons or parties to whom routine communications may be directed, including via email, with a view to facilitating mutual and expeditious performance by the Parties hereunder.

ARTICLE XVIII

GENERAL PROVISIONS

Section 18.1:Waiver and Severability. If any section or provision of this Agreement or any exhibit or rider hereto is held by any court or other competent authority or be illegal, unenforceable or invalid, the remaining terms, provisions, rights and obligations of this Agreement shall not be affected. The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. In no event shall any waiver by either Party of any default under this Agreement operate as a waiver of any further default.

Page 23 of 34

Section 18.2:Assignability.

(a)This Agreement shall extend to and be binding upon the successors and permitted assigns of the Parties, provided, however, that, notwithstanding the foregoing, no assignments or other transfers (directly or indirectly, in whole or in part, or voluntarily or involuntarily) of this Agreement or any of the rights or obligations hereunder shall be made by either Party […]), except, a Party may transfer or assign its rights and obligations hereunder in whole or in part, upon written notice to the other Party, but […], if (a) to an […], provided such entity shall be bound by the terms hereof, (b) pursuant to a […] or otherwise by operation of Law, or (c) to the […] of all or substantially all of the […] which primarily benefit from or support the […] performance under this Agreement provided that the […] in writing all of the […] hereunder of the […].

(b)Notwithstanding anything to the contrary in this Section 18.2 or elsewhere in this Agreement, in the event that […] assigns or transfers this Agreement to another person (such specific person, the “Assignee”) (whether such assignment or transfer is effectuated with or without the consent of […], as contemplated in the above paragraph), then any such assignment or transfer shall only be effective if […].

(c)Any purported assignment or transfer in violation of this Section 18.2 shall be null and void and shall constitute a default hereunder, and the non-assigning Party will have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate] this Agreement effective immediately upon notice to the Party attempting such assignment or transfer.

Section 18.3:Conflicts of Interest.

(a)Conflicts of interest related to this Agreement are strictly prohibited. Except as otherwise expressly provided herein, no Party, nor any director, employee, or agent of a Party shall give to or receive from any director, employee or agent of the other Party any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, no Party nor any director, employee or agent of a Party shall enter into any business arrangement with any director, employee or agent of the other Party (or any Affiliate), unless such person is acting for and on behalf of the other Party, without prior written notification thereof to the other Party.

(b)In the event of any violation of Section 18.3(a), including any violation occurring prior to the Effective Date of this Agreement which resulted directly or indirectly in one Party’s consent to enter into this Agreement with the other Party, such Party may, at its sole option, terminate this Agreement at any time and shall be relieved of any further obligation under this Agreement.

(c)Both Parties agree to immediately notify the other of any violation of Section 18.3 (a).

(d)Option to Terminate. In the event of any violation of Section 18.3, including any violation occurring prior to the Effective Date of this Agreement which resulted directly or indirectly in one Party’s consent to enter into this Agreement with the other Party, such Party may, at its sole option, terminate this Agreement at any time and, except for obligations to pay in full in United States currency

Page 24 of 34

for the outstanding payment obligations hereunder, shall be relieved of any further obligation under this Agreement.

(e)Notice of Violation. Both Parties agree to immediately notify the other of any violation of Section 18.3.

(f)Records. The Parties shall maintain true and correct records in connection with their obligations under this Agreement and all related transactions and shall retain all such records for at least twenty-four (24) months after termination of this Agreement. An independent auditor appointed and paid for by Chevron may upon reasonable notice after the Effective Date of this Agreement until twenty-four (24) months after termination of this Agreement make an audit of the records of Hawaii Electric Light for the sole purpose of determining compliance with Section 18.3. The auditor shall be advised to not reveal information from any audit to Chevron except if there has been a breach of Section 18.3 and if so, on that topic, and nothing more.

(g)Auditing and Inspection. Hawaii Electric Light, at its expense, shall have the right during the Term of this Agreement: (a) to make periodic operational inspections of the Chevron Facility, (b) to conduct audits of any pertinent records including meter proving and additive calibration records and including those that substantiate Chevron’s charges to Hawaii Electric Light, and (c) to conduct physical verifications of the amount of Product stored at the Chevron Facility provided all such inspections shall be made during Chevron’s normal working hours and after reasonable notice to Chevron such that performance of said inspections will not disrupt Chevron’s operations.

Section 18.4:Governing Law and Jurisdiction. This Agreement shall be construed in accordance with, and all disputes arising hereunder shall be determined in accordance with, the laws of the State of Hawaii, U.S.A. Hawaii shall be the exclusive venue for any litigation arising hereunder. Each Party agrees and consents that any dispute, litigation, action or proceeding arising out of this Agreement, however defined, shall be brought exclusively in the State of Hawaii in a court of competent jurisdiction.

Section 18.5:Entire Agreement/Modification. This Agreement shall constitute the entire understanding between the Parties with respect to all matters and things herein mentioned. It is expressly acknowledged and agreed by and between the Parties that neither Party is now relying upon any collateral, prior or contemporaneous agreement, assurance, representation or warranty, written or oral, pertaining to the subject matter contained herein. This Agreement shall not be modified or changed except by written instrument executed by the duly authorized representatives of the Parties hereto.

Section 18.6:Agreement Is Not an Asset. This Agreement shall not be deemed to be an asset of either Party, and, at the option of a Party, shall terminate in the event of any voluntary or involuntary receivership, bankruptcy or insolvency proceedings affecting the other Party.

Section 18.7:Status of the Parties.

(a)Independent Contractor. Nothing in this Agreement shall be construed to constitute either Party as a joint venturer, co-venturer, joint lessor, joint operator or partner of the other. In performing services pursuant to this Agreement, Chevron is acting solely as an independent contractor maintaining complete control over its employees and operations. Neither Chevron nor Hawaii Electric Light is authorized to take any action in any way whatsoever for or on behalf of the other, except as may be necessary to prevent injury to persons or property, or, in accordance with Section 14.2, to contain, reduce or clean up any spills that may occur.

Page 25 of 34

(b)Chevron U.S.A. Inc. concludes some of its business (including the transactions contemplated hereunder) in the name of its division, Chevron Products Company. So long as Chevron Products Company is a division or an Affiliate of Chevron U.S.A. Inc., Chevron U.S.A. Inc. shall be fully responsible and liable for the performance of all of Chevron Product Company’s obligations hereunder.

Section 18.8:Headings. The headings or captions are for convenient reference only and have no force or effect or legal meaning in the construction or enforcement of this Agreement.

Section 18.9:Confidentiality and Non-Disclosure.

(a)Each Party may have a proprietary interest or other need for confidentiality in information that may be furnished to the other pursuant to this Agreement, including the pricing, volume, duration or other commercial terms under this Agreement (collectively, “Confidential Information”). The Party disclosing such information shall be referred to in this Section as the “Disclosing Party,” and the Party receiving such information shall be referred to as the “Receiving Party.”

(b)The Receiving Party will hold in confidence and, without the consent of the Disclosing Party, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the Disclosing Party except as permitted herein. A Party may disclose Confidential Information if, but only to the extent, the disclosure: (i) is required by Law; (ii) is required to enable a Party to enforce its rights or remedies under this Agreement; (iii) is made to a Party’s officers, directors, employees, professional advisors, independent contractors or consultants, who are subject to a duty of confidentiality; (iv) is to a third party who is required to maintain the confidentiality of the information under a written confidentiality agreement and the disclosure is made in connection with a potential (1) sale of the stock or partnership interests in a Party, or (2) sale or other disposition of all or substantially all of the assets or facilities which would primarily benefit from or support performance of this Agreement; or (3) is to a third party who is required to maintain the confidentiality of the information under Law or a written confidentiality agreement and the disclosure is made to prospective lenders or actual lenders. In the event Confidential Information is required to be disclosed by the Receiving Party pursuant to Law, the Receiving Party shall disclose only that part of the Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such disclosure in a timely fashion in order to permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the same by the Party to which the Confidential Information is disclosed. Without limiting the foregoing, the Receiving Party agrees that it will exercise at least the same standard of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable care.

(c)Confidential Information for purposes of this Agreement shall not include information to the extent that the Receiving Party establishes that the information: (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

(d)Any provision herein to the contrary notwithstanding, Hawaii Electric Light may disclose Confidential Information to the Commission, the Consumer Advocate, and/or any other governmental regulatory agency with notice to, but without need of prior consent by Chevron, provided that Hawaii Electric Light takes reasonable steps to obtain approval to submit the same under seal or under other procedures designed to preserve the confidentiality of the Confidential Information.

Page 26 of 34

Section 18.10:Financial Compliance/Capital Lease/No Consolidation.

(a)Chevron shall provide or cause to be provided to Hawaiian Electric on a timely basis, as reasonably determined by Hawaiian Electric, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by Hawaiian Electric for purposes of permitting Hawaiian Electric and its parent company, Hawaiian Electric Industries (“HEI”), to comply with the requirements (initial and on-going) of (i) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“FASB ASC 810”), (ii) Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), (iii) FASB ASC 840 Leases (“FASB ASC 840”), and (iv) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404, and FASB ASC 840, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other governing agencies. In addition, if required by Hawaiian Electric in order to meet its compliance obligations, Chevron shall allow Hawaiian Electric or its independent auditor, to audit, to the extent reasonably required Chevron’s financial records, including its system of internal controls over financial reporting; provided that Hawaiian Electric shall be responsible for all costs associated with the foregoing, including but not limited to Chevron’s reasonable internal costs.

(b)If there is a change in circumstances during the Term that would trigger consolidation of Chevron’s finances on to Hawaiian Electric’s balance sheet, and such consolidation is not attributable to Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of this Agreement, to eliminate the consolidation, while preserving the economic “benefit of the bargain” to both Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric (and/or Hawaiian Electric’s Affiliates or HEI) in their good faith analysis and sole discretion are required to consolidate Chevron into its financial statements in accordance with U.S. generally accepted accounting principles, then Hawaiian Electric may take any and all action necessary to eliminate consolidation, including without limitation, by immediately terminating this Agreement without fault or liability.

(c)If there is a change in circumstances during the Term that would trigger the treatment of this Agreement as a capital lease under FASB ASC 840, and such treatment is not attributable to Hawaiian Electric’s fault, then the Parties will take all commercially reasonable steps, including modification of this Agreement, to eliminate the capital lease treatment, while preserving the economic “benefit of the bargain” to both Parties. Notwithstanding the foregoing, if for any reason, at any time during the Term, Hawaiian Electric (and/or Hawaiian Electric’s Affiliates, or HEI) in their good faith analysis and sole discretion are required to treat this Agreement as a capital lease under FASB ASC 840, then Hawaiian Electric may take any and all action necessary to eliminate this capital lease treatment, including without limitation, by immediately terminating this Agreement without fault or liability.

(d)Hawaiian Electric shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 18.10. Hawaiian Electric may share the Information on a confidential basis with HEI and the independent auditors and attorneys for Hawaiian Electric and HEI. (Hawaiian Electric, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 18.10 as “Recipient”). If either Hawaiian Electric or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Chevron and/or this Agreement is necessary, Hawaiian Electric and HEI each shall have the right to disclose such of the Information as Hawaiian Electric or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give Chevron prompt

Page 27 of 34

written notice thereof (in advance to the extent practicable under the circumstances). If Hawaiian Electric or HEI disclose Information pursuant to the preceding sentence, Hawaiian Electric and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Commission and the Consumer Advocate in connection with the Commission’s rate making activities for Hawaiian Electric and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Commission first issues a protective order to protect the confidentiality of such Information. Neither Hawaiian Electric nor HEI shall use the Information for any purpose other than as permitted under this Section 18.10.

(e)In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable Law or by legal process (e.g., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Chevron with prompt notice of such legal requirement prior to disclosure so that Chevron may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 18.10. If such protective order or other remedy is not obtained, or if Chevron waives compliance with the provisions of this Section 18.10, Recipient shall furnish only that portion of the Information which it is legally required to so furnish and shall use reasonable efforts to obtain assurance that confidential treatment will be accorded to any disclosed material.

(f)The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 18.10 shall not extend to any portion(s) of the Information which (a) was known to such Recipient prior to receipt, or (b) without the fault of such Recipient is available or becomes available to the general public, or (c) is received by such Recipient from a third party not bound by an obligation or duty of confidentiality.

Section 18.11:Miscellaneous. If any section or provision of this Agreement or any exhibit hereto shall be determined to be invalid by applicable law, then for such period that the same is invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

The failure of a Party hereunder to assert a right to enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation.

This Agreement shall be deemed to have been entered into in the State of Hawaii and the laws of the State of Hawaii shall be applicable in the construction of the terms and provisions hereof and in the determination of the rights and obligations of the Parties hereunder.

This Agreement constitutes the entire agreement of the Parties regarding the matters contemplated herein or related thereto, and no representations or warranties shall be implied or provisions added hereto in the absence of a written agreement to such effect between the Parties hereafter.

Section 18.12: Counterparts.

This Agreement may be executed in as many counterparts as desired by the Parties, any one of which shall have the force and effect of any original but all of which together shall constitute the same instrument. This Agreement may also be executed by exchange of executed copies via facsimile or other electronic means, such as PDF, in which case - but not as a condition to the validity of this Agreement - each Party shall subsequently send the other Party by mail the original executed copy. A Party’s signature

Page 28 of 34

transmitted by facsimile or similar electronic means shall be considered an “original” signature for purposes of this Agreement.

[Signatures follow]

Page 29 of 34

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

CHEVRON PRODUCTS COMPANY, a division of Chevron U.S.A. Inc.
Signature:  /s/ Billy Liu ___________________________________ Name: Billy Liu Title: Hawaii VCO Coordinator
HAWAII ELECTRIC LIGHT, INC.	HAWAII ELECTRIC LIGHT, INC.
Signature: /s/ Jay Ignacio ___________________________________ Name: Jay Ignacio Title: President	Signature: /s/ Tayne Sekimura ________________________________________ Name: Tayne Sekimura Title: Sr. VP & Chief Financial Officer

Page 30 of 34

EXHIBIT A

DIESEL SPECIFICATIONS

The Diesel to be supplied hereunder shall be of regular commercial grade of Diesel Fuel No. 2 and have the following specifications:

Item	Units	Specification Limits	Test Method
Gravity @ 60°F	°API, Specific	30.0 min., .88 min.	D1298 or D4052-86
Viscosity @ 100 DF	SSU	32.3 - 40.0	D445, D2161
BTU content *	MM BTU/BBL	5.84	Calculated or D240
Heat Value, Net	MM BTU/BBL	Report	Calculated or D240
Flash Point, PM	°F	150 min.	D93, D6450
Pour Point *	°F	35	D97
Ash	PPM, wt.	100 max.	D482
Cetane Index		40 min.	D4737
Carbon Residue,
10% Residuum	%, wt.	0.35 max.	D524
Sediment & Water	%, vol.	0.05 max.	D1796
Sulfur	%, wt.	0.40 max.	D1552, D2622 or
			D4294
Distillation
90% Recovered	°F	540 - 650	D86
Sodium+Potassium	PPM, wt.	0.5 max.	D3605
Sodium+Pot+Lithium	PPM, wt.	Report	D3605
Vanadium **	PPM, wt.	0.8	D3605
Nitrogen ***	PPM, wt.	120	D4629 or D5762

Page 31 of 34

IFO SPECIFICATIONS

The IFO to be supplied hereunder shall be a regular commercial grade of Industrial Fuel Oil No. 6, having the following specifications:

Item	Specifications	ASTM Test Method
Gravity @ 60°F, API	6.5 min.	D1298 or D4052-86
Flash, °F	150 min.	D93, D6450
Viscosity, SSF @ 122°F	179 min., 226 max.	D445/D2161
Pour Point, °F	55 max.	D97
Sulfur, % Wt.	2.00 max	D1552, D2622 or D4294
Sediment & Water, % Vol.	0.5 max.	D1796
BTU content *, MM BTU/BBL	6.0	D240
Vanadium **, PPM wt.	100	D5863
Nitrogen ***, PPM wt.	6500	D5762 or D4629

[End of Exhibit A]

Page 32 of 34

EXHIBIT B

(Pricing)

[ …

Page 33 of 34

(redaction continued)

]

[End of Exhibit B]

Page 34 of 34

EX-31.1

HEI Exhibit 31.1

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)

I, Constance H. Lau, certify that:

1. I have reviewed this report on Form 10-Q/A for the quarter ended March 31, 2016 of Hawaiian Electric Industries, Inc. (“registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 26, 2016
	/s/ Constance H. Lau
	Constance H. Lau
	President and Chief Executive Officer

EX-31.2

HEI Exhibit 31.2

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of James A. Ajello (HEI Chief Financial Officer)

I, James A. Ajello, certify that:

1. I have reviewed this report on Form 10-Q/A for the quarter ended March 31, 2016 of Hawaiian Electric Industries, Inc. (“registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 26, 2016
	/s/ James A. Ajello
	James A. Ajello
	Executive Vice President and Chief Financial Officer

EX-31.3

Hawaiian Electric Exhibit 31.3

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Alan M. Oshima

(Hawaiian Electric Chief Executive Officer)

I, Alan M. Oshima, certify that:

1. I have reviewed this report on Form 10-Q/A for the quarter ended March 31, 2016 of Hawaiian Electric Company, Inc. (“registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 26, 2016
	/s/ Alan M. Oshima
	Alan M. Oshima
	President and Chief Executive Officer

EX-31.4

Hawaiian Electric Exhibit 31.4

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer)

I, Tayne S. Y. Sekimura, certify that:

1. I have reviewed this report on Form 10-Q/A for the quarter ended March 31, 2016 of Hawaiian Electric Company, Inc. (“registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 26, 2016
	/s/ Tayne S. Y. Sekimura
	Tayne S. Y. Sekimura
	Senior Vice President and Chief Financial Officer