HEI Exhibit 10.20(b) 

**AMENDMENT NO. 1**

**TO**

**CREDIT AGREEMENT**

**AMENDMENT NO. 1** (this “*Amendment*”),dated as of February 6, 2009, by and among **HAWAIIAN ELECTRIC INDUSTRIES, INC.** (the “*Borrower*”), the Lenders party hereto and **THE BANK OF NEW YORK MELLON**(formerly known as The Bank of New York), as AdministrativeAgent for the Lenders. 

RECITALS 

A. The Borrower, the Lenders, Bank of Hawaii and First Hawaiian Bank, as Co-Syndication Agents, Wells Fargo Bank, N.A., U.S. Bank National Association and Union Bank of California, N.A., as Co-Documentation Agents,and the Administrative Agent are parties to the Credit Agreement, dated as of March 31, 2006 (the “*Credit Agreement*”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to themin the Credit Agreement. 

B. The Borrower has requested that the Administrative Agent and the Required Lenders amend the Credit Agreementin certain respects. 

C. The Administrative Agent has advised the Borrower that the Required Lenders are willing to agree to its request onthe terms and subject to the conditions set forth in this Amendment. 

Accordingly, in consideration of the foregoing, the parties heretohereby agree as follows: 

1. Amendments to Credit Agreement. 

(a) Definitions. Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “*ERISAEvent*” in its entirety and substituting the following therefor: 

“***ERISA Event***” means(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure with respect toany Plan to pay the “minimum required contribution” (as defined in Section 430 of the Code or Section 303 of ERISA), unless waived; (c) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV ofERISA with respect to the termination of any Plan; (d) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee toadminister any Plan; (e) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (f) the receipt by the Borrower or any ERISAAffiliate of any notice, or the receipt by any 

Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that aMultiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 

(b)ERISA. Section 4.10 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor: 

Section 4.10 ERISA

No ERISA Event has occurred that, when taken together with all other such ERISAEvents for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. 

(c) General. All references to “*this Agreement*” in the Credit Agreement and to “*the Credit Agreement*” in the other Loan Documents shall be deemed to refer to the Credit Agreement as amended hereby.

2. Conditions to Effectiveness. 

(a) This Amendment shall be effective upon the receipt by the Administrative Agent of an executed counterpart of this Amendment signed by the Borrower, the Required Lenders and the Administrative Agent. 

(b) The Administrative Agent shall have received all fees and other amounts (including, without limitation, reasonable fees and expensesof counsel) payable prior to or concurrently with the effectiveness of this Amendment. 

(c) The representations andwarranties set forth in Article 4 of the Credit Agreement (other than the representations and warranties in Sections 4.04(b) and 4.06 of the Credit Agreement) shall be true and correct in all material respects, except to the extent suchrepresentations and warranties relate to an earlier date. 

(d) The Administrative Agent shall notify the Borrower and theCredit Parties of the effective date of this Amendment, and such notice shall be conclusive and binding. 

3. Representations andWarranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 

(a) NoDefault now exists. 

(b) (i) The execution, delivery and performance by the Borrower of this Amendment is within itscorporate powers and have been duly authorized by all necessary corporate action, (ii) this Amendment is the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether 

 

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considered in a proceeding in equity or at law, and (iii) neither this Amendment nor the execution, delivery and performance by the Borrower hereof:(A) will violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any order, rule or regulation of any Governmental Authority or (B) will result in the creation or imposition ofany Lien on any asset of the Borrower or any of its Subsidiaries. 

4. Miscellaneous. 

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principlesof conflict of laws. 

(b) This Amendment shall be binding upon and inure to the benefit of the Borrower, the AdministrativeAgent and the Lenders and their respective successors and permitted assigns. 

(c) This Amendment may be executed in anynumber of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 

[*Signature pages follow*.] 

 

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AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein contained, eachsuch party has caused this Amendment to be executed on its behalf. 

 
HAWAIIAN ELECTRIC INDUSTRIES, INC.By: /s/ James A. Ajello Name: James A. Ajello Title: 
Senior Financial Vice President,

Treasurer and ChiefFinancial

Officer
By: /s/ Curtis Y. Harada Name: Curtis Y. Harada Title: 
Vice President, Controller and

Chief AccountingOfficer

HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

THE BANK OF NEW YORK MELLON

(formerly knownas The Bank of New

York), as Administrative Agent and as a

Lender
By: /s/ Mark W. RogersName: Mark W. RogersTitle: Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

BANK OF HAWAII, as Co-Syndication

Agent andas a Lender
By: /s/ Steven R. NakaharaName: Steven R. NakaharaTitle: Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

FIRST HAWAIIAN BANK, as

Co-Syndication Agentand as a Lender
By: /s/ Paula C.H. ChangName: Paula C.H. ChangTitle: Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

UNION BANK OF CALIFORNIA, N.A., as

Co-Documentation Agent and as a Lender
By: /s/ Bryan P. ReadName: Bryan P. ReadTitle: Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

WELLS FARGO BANK, N.A., as

Co-DocumentationAgent and as a Lender
By: /s/ Lisa LarpenteurName: Lisa LarpenteurTitle: Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

U.S. BANK NATIONAL ASSOCIATION,

asCo-Documentation Agent and as a Lender
By: /s/ Janice T. ThedeName: Janice T. ThedeTitle: Senior Vice President
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

BANK HAPOALIM B.M., as a LenderBy:  Name:  Title:  
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE 

WILLIAM STREET COMMITMENT

CORPORATION, as aLender
By:  Name:  Title:  
HAWAIIAN ELECTRIC INDUSTRIES AMENDMENT NO. 1 SIGNATURE PAGE