Exhibit 4(k)
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HAWAIIAN ELECTRIC INDUSTRIES, INC.
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Officer's Certificate Pursuant to
Sections 2.3 and 11.5 of the Indenture
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The undersigned hereby certifies, pursuant to the Senior Subordinated
Indenture, dated as of ____________, _____ (the "Indenture"), between Hawaiian
Electric Industries, Inc., a Hawaii corporation (the "Company"), and
_____________________, a ______________________, 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
____________________ a series of Securities (as that term is defined in the
Indenture) to be issued under the Indenture, which Securities shall be in the
form and shall include the Certificate of Authentication attached hereto and
shall have the following terms (capitalized terms defined in the Indenture but
not herein shall have the meanings given to such terms in the Indenture):
1. [state the designation of the Securities of the series, which
shall distinguish the Securities of the Series from the Securities of all
other series];
2. [state any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5, 12.3 or
14.3 of the Indenture)];
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3. [if other than Dollars, state the coin or currency in which the
Securities of that series are denominated (including, but not limited to,
any Foreign Currency or ECU)];
4. [state the date or dates on which the principal of the Securities
of the series is payable];
5. [state the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such interest
shall accrue, on which such interest shall be payable and (in the case of
Registered Securities) on which a record shall be taken for the
determination of Holders to whom interest is payable and/or the method by
which such rate or rates or date or dates shall be determined];
6. [state the place or places where the principal of and any interest
on Securities of the series shall be payable (if other than as provided in
Section 3.2 of the Indenture)];
7. [state the right, if any, of the Issuer to redeem Securities, in
whole or in part, at its option and the period or periods within which, the
price or prices at which and any terms and conditions upon which Securities
of the series may be so redeemed, pursuant to any sinking fund or
otherwise];
8. [state the obligation, if any, of the Issuer to redeem, purchase
or repay Securities of the series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a Holder thereof
and the price or prices at which and the period or periods within which and
any terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation];
9. [if other than denominations of $1,000 and any integral multiple
thereof in the case of Registered Securities, or $1,000 and $5,000 in the
case of Unregistered Securities, state the denominations in which
Securities of the series shall be issuable];
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10. [if other than the principal amount thereof, state the portion of
the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof];
11. [if other than the coin or currency in which the Securities of
that series are denominated, state the coin or currency in which payment of
the principal of or interest on the Securities of such series shall be
payable];
12. [if the principal of or interest on the Securities of such series
are to be payable, at the election of the Issuer or a Holder thereof, in a
coin or currency other than that in which the Securities are denominated,
state the period or periods within which, and the terms and conditions upon
which, such election may be made];
13. [if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based
on a coin or currency other than that in which the Securities of the series
are denominated, state the manner in which such amounts shall be
determined];
14. [state whether the Securities of the series will be issuable as
Registered Securities (and if so, state whether such Securities will be
issuable as Registered Global Securities) or Unregistered Securities (with
or without Coupons), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the
payment of interest thereon and, if other than as provided in Section 2.8
of the Indenture, state the terms upon which Unregistered Securities of any
series may be exchanged for Registered Securities of such series and vice
versa];
15. [state whether and under what circumstances the Issuer will pay
additional amounts on the Securities of the series held by a person who is
not a U.S. person in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, state whether the Issuer will have the
option to redeem such Securities rather than pay such additional amounts];
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16. [if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
include the form and terms of such certificates, documents or conditions];
17. [identify any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars or any other agents with respect to
the Securities of such series];
18. [state any other events of default or covenants with respect to
the Securities of such series in addition to the Events of Default or
covenants set forth herein];
19. [if the Securities of such series are to be convertible into any
cash, securities or property, at the option of the Holder or the Issuer or
upon the happening of some event or otherwise, state all terms relating to
such convertibility, including without limitation any term inconsistent
with the provisions of this Indenture relating to conversion]; and
20. [state any other terms of the series (which terms shall not be
inconsistent with the provisions of the Indenture)].
B. The undersigned has read the Indenture, including the provisions
of Sections 2.3 and 11.5 and the definitions relating thereto, and the
resolutions adopted by the Board of Directors of the Company referred to above.
In the opinion of the undersigned, [he][she] has made such examination or
investigation as is necessary to enable [him][her] to express an informed
opinion as to whether or not all conditions precedent provided in the Indenture
relating to the establishment of the title and terms of a series of Securities
under the Indenture, designated as the _____________ in this Officer's
Certificate, and to the authentication and delivery by the Trustee of such
Securities, have been complied with. In the opinion of the undersigned, all
such conditions precedent have been complied with.
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IN WITNESS WHEREOF, the undersigned has hereunto executed this
Officer's Certificate as of the ____ day of __________, _____.
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Name:
Title:
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