Hei Preferred Funding L P Sample Contracts

Hei Preferred Funding L P – TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (January 24th, 1997)

Exhibit 4(o) ================================================================================ TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I DATED AS OF JANUARY [ ], 1997 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation......................... 2 ARTICLE II TRUST INDENTURE ACT SECTIO

Hei Preferred Funding L P – CERTIFICATE OF LIMITED PARTNERSHIP (January 24th, 1997)

Exhibit 4(c) ------------ AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF HEI PREFERRED FUNDING, LP THIS Amended and Restated Certificate of Limited Partnership of HEI Preferred Funding, LP (the "Partnership"), dated as of January 23, 1997, has been duly executed and is being filed by the undersigned in accordance with the provisions of 6 Del. C. (S)17-210, to amend and restate the original Certificate of Limited Partnership of the Partnership, which was filed on December 23, 1996, with the Secretary of the State of Delaware (the "Certificate"), to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. (S)17-101, et seq.). The Certificate is hereby amended and restat

Hei Preferred Funding L P – PARTNERSHIP GUARANTEE AGREEMENT (January 24th, 1997)

Exhibit 4(p) ------------ ============================================================================= PARTNERSHIP GUARANTEE AGREEMENT HEI PREFERRED FUNDING, LP DATED AS OF JANUARY [ ], 1997 ============================================================================= TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation.......................... 2 ARTICLE II

Hei Preferred Funding L P – Senior Indenture (January 24th, 1997)

Exhibit 4(g) ------------ =============================================================================== HAWAIIAN ELECTRIC INDUSTRIES, INC. AND ___________________________, Trustee Senior Indenture Dated as of ______________, _____ _______________ =============================================================================== CROSS REFERENCE SHEET/1/ _______________ Between Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of _____________, _____ between HAWAIIAN ELECTRIC INDUSTRIES, INC. and __________________, Trustee: SECTION

Hei Preferred Funding L P – AFFILIATE INVESTMENT INSTRUMENTS GUARANTEE AGREEMENT (January 24th, 1997)

Exhibit 4(q) =============================================================== AFFILIATE INVESTMENT INSTRUMENTS GUARANTEE AGREEMENT HAWAIIAN ELECTRIC INDUSTRIES, INC. DATED AS OF JANUARY __, 1997 =============================================================== TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 Definitions and Interpretation......................... 2 ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture A

Hei Preferred Funding L P – The undersigned hereby certify, pursuant to the Indenture for Junior (January 24th, 1997)

Exhibit 4(l) ------------ HAWAIIAN ELECTRIC INDUSTRIES, INC. ---------------------------------- Officers' Certificate Pursuant to Sections 2.01 and 13.06 of the Indenture ---------------------------------------- The undersigned hereby certify, pursuant to the Indenture for Junior Subordinated Debentures, dated as of ____________, 1997 (the "Indenture"), between Hawaiian Electric Industries, Inc., a Hawaii corporation (the "Company"), and The Bank of New York, a New York banking corporation, as Trustee (the "Trustee"), that: A. There has been established pursuant to resolutions duly adopted by the Board of Directors of the Company at its meeting held on December 19, 1996, as

Hei Preferred Funding L P – Senior Subordinated Indenture (January 24th, 1997)

Exhibit 4(h) ------------ ============================================================ HAWAIIAN ELECTRIC INDUSTRIES, INC. AND ____________________________, Trustee Senior Subordinated Indenture Dated as of _______________, ____ __________ ============================================================= CROSS REFERENCE SHEET(*) Between Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of ________ __, 1997 between HAWAIIAN ELECTRIC INDUSTRIES, INC. and ________________________, Trustee: Section of the Act Section of Indenture ------

Hei Preferred Funding L P – INDENTURE (January 24th, 1997)

Exhibit 4(i) ------------ HAWAIIAN ELECTRIC INDUSTRIES, INC. AND THE BANK OF NEW YORK, AS TRUSTEE __________________ INDENTURE Dated as of , 1997 ----------- ___________________ Junior Subordinated Debentures CROSS REFERENCE SHEET(*) Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of , 1997 between HAWAIIAN ELECTRIC INDUSTRIES, INC. and THE BANK OF ---------- NEW YORK, Trust

Hei Preferred Funding L P – AGREEMENT OF LIMITED PARTNERSHIP (January 24th, 1997)

Exhibit 4(e) AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEI PREFERRED FUNDING, LP TABLE OF CONTENTS PAGE ---- ARTICLE I--DEFINED TERMS 1.1 DEFINITIONS.................................. 2 ARTICLE II--CONTINUATION OF THE PARTNERSHIP; ADMISSION OF PARTNERSHIP PREFERRED SECURITIES HOLDERS 2.1 CONTINUATION OF THE PARTNERSHIP.............. 13 2.2 NAME......................................... 13 2.3 PURPOSES OF THE PARTNERSHIP.................. 13 2.4 TERM......................

Hei Preferred Funding L P – AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (January 24th, 1997)

Exhibit 4(d)(ii) ---------------- ASSIGNMENT OF GENERAL PARTNER INTEREST AND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF HEI PREFERRED FUNDING, LP THIS Assignment of General Partner Interest and Amendment to Agreement of Limited Partnership of HEI Preferred Funding, LP dated as of January 23, 1997 (this "Assignment and Amendment Agreement"), is entered into by and among Hawaiian Electric Industries, Inc., a Hawaii corporation ("HEI"), Hawaiian Electric Industries Capital Trust I, a statutory business trust created under Delaware law (the "Trust") and Hycap Management, Inc., a Delaware corporation ("HYCAP"). WITNESSETH: WHEREAS, HEI Preferred Funding, LP (the "Partnership") has been formed as a limited partnership under the Delaware Revised Uniform Limited Partnership A

Hei Preferred Funding L P – TRUST AGREEMENT (January 24th, 1997)

Exhibit 4(f) ------------ AMENDED AND RESTATED TRUST AGREEMENT OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST __ DATED AS OF , 1997 -------------- TABLE OF CONTENTS Page ---- ARTICLE I--INTERPRETATION AND DEFINITIONS 1.1 Definitions.................................. 1 ARTICLE II--TRUST INDENTURE ACT 2.1 Trust Indenture Act; Application............. 13 2.2 Lists of Holders of Trust Securities......... 13

Hei Preferred Funding L P – CERTIFICATE OF LIMITED PARTNERSHIP (December 24th, 1996)

Exhibit 4(c) ------------ CERTIFICATE OF LIMITED PARTNERSHIP OF HEI PREFERRED FUNDING, LP THIS Certificate of Limited Partnership of HEI Preferred Funding, LP (the "Partnership"), dated as of December 23, 1996, is being duly executed and filed by Hawaiian Electric Industries, Inc., a Hawaii corporation, as general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. (S)17-101, et seq.). ------- ------ 1. Name. The name of the limited partnership formed hereby is HEI ---- Preferred Funding,

Hei Preferred Funding L P – AGREEMENT OF LIMITED PARTNERSHIP (December 24th, 1996)

Exhibit 4(d) ------------ AGREEMENT OF LIMITED PARTNERSHIP OF HEI PREFERRED FUNDING, LP This Agreement of the Limited Partnership of HEI Preferred Funding, LP (this "Agreement"), is entered into by and between Hawaiian Electric Industries, Inc., a Hawaii corporation, as general partner (the "General Partner"), and Hawaiian Electric Industries Capital Trust I, a statutory business trust formed under Delaware law, as limited partner (the "Initial Limited Partner"). The General Partner and the Initial Limited Partner hereby form a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del. C. (S)17-101, et seq.), as amended from ------- ---

Hei Preferred Funding L P – TRUST AGREEMENT (December 24th, 1996)

Exhibit 4(b)(i) --------------- TRUST AGREEMENT OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I THIS TRUST AGREEMENT is made as of December 19, 1996 (this "Trust Agreement"), by and among Hawaiian Electric Industries, Inc., a Hawaii corporation, as Depositor (the "Depositor"), The Bank of New York (the "Property Trustee"), The Bank of New York (Delaware), a Delaware banking corporation, as trustee (the "Delaware Trustee"), and Robert F. Clarke, Robert F. Mougeot and Constance H. Lau, as trustees (collectively, together with the Property Trustee and the Delaware Trustee, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby shall be known as "Hawaiian Electric Indust

Hei Preferred Funding L P – TRUST AGREEMENT (December 24th, 1996)

Exhibit 4(b)(ii) ---------------- TRUST AGREEMENT OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST II THIS TRUST AGREEMENT is made as of December 19, 1996 (this "Trust Agreement"), by and among Hawaiian Electric Industries, Inc., a Hawaii corporation, as Depositor (the "Depositor"), The Bank of New York (the "Property Trustee"), The Bank of New York (Delaware), a Delaware banking corporation, as trustee (the "Delaware Trustee"), and Robert F. Clarke, Robert F. Mougeot and Constance H. Lau, as trustees (collectively, together with the Property Trustee and the Delaware Trustee, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby shall be known as "Hawaiian Electric Industries Capital Trust II" (the "T

Hei Preferred Funding L P – TRUST AGREEMENT (December 24th, 1996)

Exhibit 4(b)(iii) ----------------- TRUST AGREEMENT OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST III THIS TRUST AGREEMENT is made as of December 19, 1996 (this "Trust Agreement"), by and among Hawaiian Electric Industries, Inc., a Hawaii corporation, as Depositor (the "Depositor"), The Bank of New York (the "Property Trustee"), The Bank of New York (Delaware), a Delaware banking corporation, as trustee (the "Delaware Trustee"), and Robert F. Clarke, Robert F. Mougeot and Constance H. Lau, as trustees (collectively, together with the Property Trustee and the Delaware Trustee, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby shall be known as "Hawaiian Electric Industries Capital Trust III" (the "T