Committed Take Out of Long-Term Debt — If the Company or Sample Clauses

Committed Take Out of Long-Term Debt — If the Company or a Restricted Subsidiary has received a binding commitment from any bank, investment banking firm, savings and loan association, insurance company, or similar institution to refund or purchase any of its Long-Term Debt (as defined in accordance with Accounting Requirements) at its Stated Maturity or any earlier date (or, if due on demand, or payable in respect of any required purchase of such Debt by the Company or such Restricted Subsidiary, at any date on which demand may be made), then for the period beginning on the refinancing date set forth in such commitment and thereafter to Stated Maturity, the principal and interest which will be coming due on the new Long-Term Debt after it is refinanced or purchased shall be used in making pro forma calculations required by the Master Indenture instead of the existing principal and interest on the Long-Term Debt being purchased or refinanced.
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Related to Committed Take Out of Long-Term Debt — If the Company or

  • Long-Term Debt Unsecured notes payable to Department of Budget and Finance of the State of Hawaii and assigned by the Department to the indenture trustee for the payment of amounts owing to the holders of special purpose revenue bonds and refunding special purpose revenue bonds (subsidiary obligations unconditionally guaranteed by HECO): HECO, 6.50%, series 2009, due 2039 $ 90,000 HELCO, 6.50%, series 2009, due 2039 60,000 HECO, 4.65%, series 2007A, due 2037 100,000 HELCO, 4.65%, series 2007A, due 2037 20,000 MECO, 4.65%, series 2007A, due 2037 20,000 * HECO, 5.65%, series 1997A, due 2027 50,000 * HELCO, 5.65%, series 1997A, due 2027 30,000 * MECO, 5.65%, series 1997A, due 2027 20,000 HECO, 4.60%, refunding series 2007B, due 2026 62,000 HELCO, 4.60%, refunding series 2007B, due 2026 8,000 MECO, 4.60%, refunding series 2007B, due 2026 55,000 HECO, 4.80%, refunding series 2005A, due 2025 40,000 HELCO, 4.80%, refunding series 2005A, due 2025 5,000 MECO, 4.80%, refunding series 2005A, due 2025 2,000 * HECO, 5.00%, refunding series 2003B, due 2022 40,000 * HELCO, 5.00%, refunding series 2003B, due 2022 12,000 * HELCO, 4.75%, refunding series 2003A, due 2020 14,000 HELCO, 5.50%, refunding series 1999A, due 2014 11,400 Total obligations to the State of Hawaii 639,400 SCHEDULE 5.15 (to Note Purchase and Guaranty Agreement) Other long-term debt – unsecured: HECO, 5.39%, series 2012E, unsecured senior note, due 20426.50 %, series 2004, junior subordinated deferrable interest debentures, due 2034HECO, 4.53%, series 2012F, unsecured senior note, due 2032HECO, 4.72%, series 2012D, unsecured senior note, due 2029HECO, 4.55%, series 2012C, unsecured senior note, due 2023HELCO, 4.55%, series 2012B, unsecured senior note, due 2023MECO, 4.55%, series 2012C, unsecured senior note, due 2023HECO, 4.03%, series 2012B, unsecured senior note, due 2020MECO, 4.03%, series 2012B, unsecured senior note, due 2020HECO, 3.79%, series 2012A, unsecured senior note, due 2018HELCO, 3.79%, series 2012A, unsecured senior note, due 2018MECO, 3.79%, series 2012A, unsecured senior note, due 2018 150,00051,54640,00035,00050,00020,00030,00062,00020,00030,00011,0009,000 Total long-term debt 1,147,946 Customer Deposits Deposits are used to secure customers' accounts HECO $ 13,614 HELCO 3,853 MECO 4,409 Total customer deposits 21,876 * set to be refinanced/redeemed with the proceeds of the sale of Notes issued under (1) this Note Purchase Agreement, (2) the separate Note Purchase and Guaranty Agreements of HELCO and MECO, and/or (3) from available funds. Conditional notices of redemption have been given with respect to all three series of the bonds to be redeemed. STATUS UNDER CERTAIN STATUTES Federal Power Act Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited are not generally subject to regulation by the Federal Energy Regulatory Commission (FERC) under the Federal Power Act, except that they are subject to the provisions of Section 210 under which FERC may order the utility to interconnect with qualifying cogenerators and small power producers and to wheel power to other electric utilities. Public Utility Holding Company Act of 2005 Hawaiian Electric Company, Inc. is a holding company within the meaning of the Public Utility Holding Company Act of 2005 and would be subject to the record retention, accounting and reporting requirements of that Act except that it obtained a waiver from those requirements shortly after the Act was adopted. (to Note Purchase and Guaranty Agreement) EXISTING LIENS Debtor Secured Party Jurisdiction UCC File Number UCC File Date Collateral Description* Hawaiian Electric Company, Inc. Hitachi Credit America Corp (as assignee of Xxxxxx Xxxxxxxxx Hawaii Funding Corp.) Hawaii 2001-180919 11/19/2001 All money due and coming due under a 2001 task order with a U.S. Navy agency for an energy efficiency project—remaining balance $1.1 million Hawaiian Electric Company, Inc. X.X. Xxxxxx Leasing, Inc. (assignment)PHNSY – ECPs 1 & 3) Hawaii 2004-085035 04/29/2004 Assignment or partial assignment from Hitachi of foregoing financing arrangement Hawaiian Electric Company, Inc. Hitachi Credit America Corp. Hawaii 2006-185362 10/10/2006 Continuation Statement of 2001-180919 continued for additional period provided by applicable law Hawaiian Electric Company, Inc. X.X. Xxxxxx Leasing Inc. Hawaii 2006-192912 10/23/2006 Continuation Statement of 2001-180919 continued for additional period provided by applicable law Hawaiian Electric Company, Inc. X.X. Xxxxxx Leasing Inc. Hawaii 2011-138648 08/30/2011 Continuation Statement of 2001-180919 continued for additional period provided by applicable law Hawaiian Electric Company, Inc. Hitachi Credit America Corp. Hawaii 2011-194210 11/18/2011 Continuation Statement of 2001-180919 continued for additional period provided by applicable law SCHEDULE 10.3 (to Note Purchase and Guaranty Agreement) Hawaiian Electric Company, Inc. Xxxxxx Xxxxxxxxx Federal Government Receivables Trust (as assignee of Xxxxxx Xxxxxxxxx DSM Funding LLC) – XXXX KOA) Hawaii 2005-094089 05/11/2005 All money due and to become due under a 2004 delivery order from a U.S. Navy ordering agency relating to an energy efficiency project—remaining balance, $253,000 Hawaiian Electric Company, Inc. Xxxxxx Xxxxxxxxx Federal Government Receivables Trust Hawaii 2010-047285 04/08/2010 Continuation Statement of 2005-094089 continued for additional period provided by applicable law RESTRICTIVE AGREEMENTS The following restrictions and conditions exist on October 3, 2013:

  • Resignation as L/C Issuer or Swingline Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

  • Required Lenders’ Consent Subject to Section 11.4(b) and Section 11.4(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Administrative Agent and the Required Lenders; provided that (i) the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Issuing Bank, (ii) each of the Fee Letter and any Auto Borrow Agreement may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitments, Loans and/or Letter of Credit Obligations of such Lender may not be increased or extended without the consent of such Lender, (iv) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (v) the Required Lenders shall determine whether or not to allow any Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

  • Resignation as L/C Issuer or Swing Line Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

  • The Term Borrowings Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term Lender’s Initial Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

  • The Term Loans (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on the Restatement Effective Date, the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). As of the Restatement Effective Date and prior to giving effect to this Agreement, the outstanding principal amount of the “Term Loans” under the Original Credit Agreement was $51,630,000. The parties hereto agree that all of the outstanding principal amount and accrued and unpaid interest (to the extent not paid on the Restatement Effective Date) on the “Term Loans” under the Original Credit Agreement shall be automatically deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Term Loan A hereunder in like amount without constituting a novation, and each Lender with a Term Loan Commitment severally and not jointly, agrees, on terms and conditions hereinafter set forth, to lend to the Borrower on the Restatement Effective Date the remainder of its Term Loan Commitment (which amounts, collectively with the converted portion and the Converted Term Loans, shall constitute the Term Loan A hereunder), in each case, in an aggregate amount equal to its Term Loan Commitment. Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Term Loan A and (y) reaffirms its obligation to repay such Term Loan A in accordance with the terms and provisions of this Agreement and the other Loan Documents.

  • Initial Term Loans Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans:

  • Existing Term Lenders / Cashless Settlement Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term1 Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

  • The Term Loan 24 4.1. Commitment to Lend. .................................................................24 4.2. The Term Notes. .....................................................................24 4.3. Repayments of the Term Loan. ........................................................25 4.3.1 Schedule of Installment Payments of Principal of Term Loan. ...............25 4.3.2 Proceeds. .................................................................25 4.4. Optional Prepayment of Term Loan. ...................................................25 4.5. Interest on Term Loan. ..............................................................25 4.5.1. Interest Rates. ..........................................................25 4.5.2. Notification by Borrower. ................................................26 4.5.3. Amounts, etc. ............................................................26 5.

  • Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

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