Amendment No.1 to Credit Agreement



 HECO Exhibit 10.17(a) 
 AMENDMENT NO. 1 
 TO 
 CREDIT AGREEMENT 
 AMENDMENT NO. 1 (this “Amendment”),
dated as of October 20, 2006, by and among HAWAIIAN ELECTRIC COMPANY, INC. (the “Borrower”), the Lenders party hereto and THE BANK OF NEW YORK, as Administrative Agent 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 them in the Credit Agreement. 
 B. The Borrower has requested that the Administrative Agent and the Required Lenders amend Article 8 to correct a typographical error in two Section
references. 
 C. The Administrative Agent has advised the Borrower that the Required Lenders are willing to agree to its request on the
terms and subject to the conditions set forth in this Amendment. 
 Accordingly, in consideration of the foregoing, the parties hereto hereby
agree as follows: 
 1. Amendments to Credit Agreement. 
 (a) Events of Default. Article 8 of the Credit Agreement is hereby amended by deleting each reference to “clause (i) or
(j) of this Article” in the last paragraph thereof and substituting “clause (h) or (i) of this Article” therefor. 
 (b) 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 notify the Borrower and
the Credit Parties of the effective date of this Amendment, and such notice shall be conclusive and binding. 







 3. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that: 
 (a) No Default now exists. 
 (b) (i) The execution, delivery and performance by the Borrower of this Amendment is within its corporate 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 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 of any 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 principles of conflict of laws. 
 (b) This Amendment shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and permitted assigns. 
 (c) This Amendment may be
executed in any number 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, each
such party has caused this Amendment to be executed on its behalf. 
  

					
	HAWAIIAN ELECTRIC COMPANY, INC.
		
	By:	 	/s/ Tayne S. Y. Sekimura
		 	Name:	 	Tayne S. Y. Sekimura
		 	Title:	 	Financial Vice President
		
	By:	 	/s/ Lorie Ann Nagata
		 	Name:	 	Lorie Ann Nagata
		 	Title:	 	Treasurer


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	 THE BANK OF NEW YORK,
 as Administrative
Agent and as a Lender

		
	By:	 	/s/ Jesus Williams
	Name:	 	Jesus Williams
	Title:	 	Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	 BANK OF HAWAII, as Co-Syndication
 Agent and
as a Lender

		
	By:	 	/s/ Luke Yeh
	Name:	 	Luke Yeh
	Title:	 	Senior Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	 FIRST HAWAIIAN BANK, as
 Co-Syndication Agent
and as a Lender

		
	By:	 	/s/ Kenneth C. S. Pai
	Name:	 	Kenneth C. S. Pai
	Title:	 	Senior Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	UNION BANK OF CALIFORNIA, N.A., as Co-Documentation Agent and as a Lender
		
	By:	 	/s/ Bryan Read
	Name:	 	Bryan Read
	Title:	 	Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	 WELLS FARGO BANK, N.A., as Co-
 Documentation
Agent and as a Lender

		
	By:	 	/s/ Gavin Holles
	Name:	 	Gavin Holles
	Title:	 	Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	 U.S. BANK NATIONAL ASSOCIATION, as
 Co-Documentation Agent and as a Lender

		
	By:	 	Janice T. Thede
	Name:	 	Janice T. Thede
	Title:	 	Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	LEHMAN BROTHERS BANK, FSB
		
	By:	 	/s/ Janine M. Shugan
	Name:	 	Janine M. Shugan
	Title:	 	Authorized Signatory


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE 








			
	WILLIAM STREET COMMITMENT CORPORATION
		
	By:	 	/s/ Mark Walton
	Name:	 	Mark Walton
	Title:	 	Assistant Vice President


 HAWAIIAN ELECTRIC COMPANY AMENDMENT NO. 1 SIGNATURE PAGE