Replacement of Term SOFR or Successor Rate Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR, Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments. shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Majority Lenders.
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 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 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. 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. 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. 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 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 The following restrictions and conditions exist on October 3, 2013:
