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:
Refinancing Term Loans (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.
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. (ii) Subject to the terms and conditions hereof, each Lender with an outstanding Revolving Loan (as defined in the Original Credit Agreement) under the Original Credit Agreement, by its acceptance hereof, severally agrees to convert an equal principal amount of its outstanding Revolving Loans under the Original Credit Agreement into a term loan hereunder (the “Converted Term Loans”; the conversion thereof, the “Term Loan Conversion”) in the principal amount set forth in Schedule 1.1(a) under the heading “Converted Term Loans”. Amounts converted on the Restatement Effective Date under this Section 1.1(a)(i)(ii), together with amounts borrowed or converted on the Restatement Effective Date under Section 1.1(a)(i) above, are referred to herein, collectively, as the “Term Loan A.” (iii) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitment. (iv) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed.
Long Term Care The City may offer an option for employees to purchase a new long-term care benefit for themselves and certain family members.
Permitted Prepayment of Term Loans Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least thirty (30) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.
Long Term Leave Any employee who declines a reappointment as a Teaching Assistant in order to interrupt his/her program of graduate study for a period not to exceed one (1) year will not jeopardize his/her consideration for reappointment under Article l3.03.
The Term Loan On the terms and conditions set forth in the MLA and this Promissory Note and Supplement, CoBank agrees to make a loan to the Company in an amount not to exceed $19,930,000 (the “Commitment”). The Commitment shall expire at 12:00 noon (Company’s local time) on July 8, 2016, or on such later date as CoBank may, in its sole discretion, authorize in writing.
Cross-Collateralized Mortgage Loans Notwithstanding anything herein to the contrary, it is hereby acknowledged that certain groups of Mortgage Loans are, in the case of each such particular group of Mortgage Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted and cross-collateralized, if identified as such on the Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that relates or corresponds to any of the Mortgage Loans referred to in this Section 17 shall be the property identified in the Mortgage Loan Schedule as corresponding thereto. The provisions of this Agreement, including, without limitation, each of the representations and warranties set forth in Exhibit C hereto and each of the capitalized terms used herein but defined in the Pooling and Servicing Agreement, shall be interpreted in a manner consistent with this Section 17. In addition, if there exists with respect to any Cross-Collateralized Group only one original of any document referred to in the definition of "Mortgage File" in the Pooling and Servicing Agreement and covering all the Mortgage Loans in such Cross-Collateralized Group, the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.
Repayment of Term Loans (1) The Borrower will repay to the Administrative Agent for the ratable account of the applicable Lenders with Tranche B Term Loans on the last Business Day of each fiscal quarter of the Borrower, commencing with the last Business Day of the fiscal quarter of the Borrower ending on or about July 31, 2017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Tranche B Term Loans funded on the Closing Date, which payments will be reduced as a result of the application of prepayments of Tranche B Term Loans in accordance with the order of priority set forth in Section 2.07 or 2.08, as applicable (each such date being referred to as an “Original Term Loan Installment Date”); (a) In the event that any Incremental Term Loans are made, the Borrower will repay Borrowings consisting of Incremental Term Loans on the dates (each an “Incremental Term Loan Installment Date”) and in the amounts set forth in the applicable Incremental Facility Amendment, (b) in the event that any Other Term Loans are made, the Borrower will repay Borrowings consisting of Other Term Loans on the dates (each an “Other Term Loan Installment Date”) and in the amounts set forth in the applicable Refinancing Amendment and (c) in the event that any Extended Term Loans are made, the Borrower will repay Borrowings consisting of Extended Term Loans on the dates (each an “Extended Term Loan Installment Date”) and in the amounts set forth in the applicable Extension Amendment; and
Existing Term Lenders The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option): x to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans o to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $3,464,555.13. The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.
