EXHIBIT 4.13
CERTIFICATE NO. NO. OF PREFERRED SECURITIES
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PP-1 4,123,720
CERTIFICATE EVIDENCING PARTNERSHIP PREFERRED SECURITIES
OF
HEI PREFERRED FUNDING, LP
8.36% Partnership Preferred Securities
(Liquidation Preference $25 Per Partnership Preferred Security)
HEI PREFERRED FUNDING, LP, a limited partnership formed under the laws
of the State of Delaware (the "PARTNERSHIP"), hereby certifies that The Bank of
New York, a New York banking corporation, as the Property Trustee of Hawaiian
Electric Industries Capital Trust I (the "Trust") pursuant to the Amended and
Restated Trust Agreement of the Trust, dated as of February 1, 1997 (the
"HOLDER"), is the registered owner of 4,123,720 preferred securities of the
Partnership representing limited partner interests in the Partnership designated
the 8.36% Partnership Preferred Securities (Liquidation Preference $25 Per
Partnership Preferred Security) (the "PARTNERSHIP PREFERRED SECURITIES"). The
Partnership Preferred Securities are freely transferable on the books and
records of the Partnership, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer.
The designation, rights, powers, privileges, restrictions, preferences and other
terms and provisions of the Partnership Preferred Securities represented hereby
are set forth in, issued under and shall in all respects be subject to the
provisions of the Amended and Restated Agreement of Limited Partnership, dated
as of February 1, 1997, as the same may be amended from time to time (the
"AGREEMENT OF LIMITED PARTNERSHIP"). Capitalized terms used herein but not
defined shall have the meaning given to them in the Agreement of Limited
Partnership. The Holder is entitled to the benefits of the Partnership
Guarantee to the extent provided therein. The Partnership will provide a copy
of the Agreement of Limited Partnership and the Partnership Guarantee to the
Holder without charge upon written request to the Partnership at its principal
place of activity.
Upon receipt of this certificate, the Holder is admitted to the
Partnership as a Limited Partner, is bound by the Agreement of Limited
Partnership and is entitled to the benefits thereunder. The Holder, by
acceptance of this certificate, and each Partnership Preferred Security
Beneficial
Owner, by acquisition of a beneficial interest in this certificate, agrees to
treat the Initial Debentures, and any other Affiliate Investment Instruments
that are treated as debt instruments by the relevant Investment Affiliate and by
the Partnership, as indebtedness for United States federal income tax purposes.
Distributions payable on each Partnership Preferred Security will be
fixed at a rate per annum of 8.36% of the stated liquidation preference of $25
per Partnership Preferred Security. Distributions not paid on the scheduled
payment date will accumulate and compound quarterly (to the extent permitted by
applicable law) at the rate of 8.36% per annum ("COMPOUNDED DISTRIBUTIONS").
The term "DISTRIBUTIONS" as used herein shall mean ordinary cumulative
distributions in respect of each Fiscal Period together with any such Compounded
Distributions. Distributions on the Partnership Preferred Securities will be
paid only if, as and when declared in the sole discretion of the General Partner
of the Partnership out of funds legally available for the payment of such
Distributions. Amounts available to the Partnership for Distribution to the
holders of the Partnership Preferred Securities will be limited to payments
received by the Partnership from Hawaiian Electric Industries, Inc. and one or
more of certain of its subsidiaries on Affiliate Investment Instruments or from
Hawaiian Electric Industries, Inc. on the Partnership Guarantee or any
Investment Guarantee or from the Eligible Debt Securities. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months,
except that for any period shorter than a full 90-day quarter on the basis of
the actual number of days elapsed in such 90-day quarter.
Except as otherwise described herein, Distributions on the Partnership
Preferred Securities will be cumulative, will accumulate from the date of
initial issuance and will be payable quarterly in arrears, on March 31, June 30,
September 30 and December 31 of each year, commencing on March 31, 1997 (each, a
"Distribution Payment Date"), if, as and when declared by the General Partner in
its sole discretion. If the Partnership Preferred Securities are in book-entry-
only form, Distributions will be payable to the holders of record of Partnership
Preferred Securities as they appear on the books and records of the Partnership
on the relevant record dates, which will be one Business Day prior to the
relevant payment dates. If the Partnership Preferred Securities are not in
book-entry-only form, the relevant record dates shall be the 15th day of the
month of the relevant payment dates. If the Trust or the Property Trustee is
the holder of the Partnership Preferred Securities, all Distributions shall be
made by wire transfer of same day funds to such holder by 12:00 Noon, New York
City time, on the
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applicable Distribution Payment Date. Distributions payable on any Partnership
Preferred Securities that are not punctually paid on any Distribution Payment
Date will cease to be payable to the Person in whose name such Partnership
Preferred Securities are registered on the relevant record date, and such
Distribution will instead be payable to the Person in whose name such
Partnership Preferred Securities are registered on the record date for payment
of such defaulted or accumulated Distribution. In the event that any date on
which Distributions are payable is not a Business Day, payment of such
Distributions shall be made on the next succeeding day which is a Business Day
(without any interest or other payment in respect of any such delay) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (without any
reduction in interest or other amounts in respect of any such early payment), in
each case with the same force and effect as if made on the payment date.
The Partnership Preferred Securities shall be redeemable as provided
in the Agreement of Limited Partnership.
IN WITNESS WHEREOF, the Partnership has executed this certificate this
4th day of February, 1997.
HEI PREFERRED FUNDING, LP
BY: HYCAP MANAGEMENT, INC.
AS GENERAL PARTNER
BY: /S/ ROBERT F. CLARKE
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ROBERT F. CLARKE
PRESIDENT
BY: /S/ BETTY ANN M. SPLINTER
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BETTY ANN M. SPLINTER
SECRETARY
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this
Partnership Preferred Security Certificate to:
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(INSERT ASSIGNEE'S SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
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(INSERT ADDRESS AND ZIP CODE OF ASSIGNEE)
and irrevocably appoints
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agent to transfer this Partnership Preferred Security Certificate on the books
of the Partnership. The agent may substitute another to act for him or her.
Date: ______________________________
Signature: _________________________
(SIGN EXACTLY AS YOUR NAME APPEARS IN THIS PARTNERSHIP PREFERRED SECURITY
CERTIFICATE)
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