8 · Long-term debt



December 31	2013		2012
(dollars in thousands)
Long-term debt of Utilities¹	$	1,217,945	$	1,147,872
HEI medium-term note 5.25%, due 2013	—		50,000
HEI medium-term note 6.51%, due 2014	100,000		100,000
HEI senior note 4.41%, due 2016	75,000		75,000
HEI senior note 5.67%, due 2021	50,000		50,000
HEI senior note 3.99%, due 2023	50,000		—
	$	1,492,945	$	1,422,872


¹	See components of "Total long-term debt" and unamortized discount in Hawaiian Electric and subsidiaries' Consolidated Statements of Capitalization.

As of December 31, 2013, the aggregate principal payments required on the Company's long-term debt for 2014 through 2018 are $111 million in 2014, nil in 2015, $75 million in 2016, nil in 2017 and $50 million in 2018. As of December 31, 2013, the aggregate payments of principal required on the Utilities' long-term debt for 2014 through 2018 are $11 million in 2014, nil in 2015, 2016 and 2017, and $50 million in 2018.

The HEI medium-term notes and senior notes contain customary representation and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes then outstanding becoming immediately due and payable). The HEI senior notes also contain provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s revolving noncollateralized credit agreement, expiring on December 5, 2016. Upon a change of control or certain dispositions of assets (as defined in the Master Note Purchase Agreement dated March 24, 2011), HEI is required to offer to prepay the senior notes.

The Utilities' senior notes contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes of each and all of the utilities then outstanding becoming immediately due and payable) and provisions requiring the maintenance by Hawaiian Electric, and each of Hawaii Electric Light and Maui Electric, of certain financial ratios generally consistent with those in Hawaiian Electric’s existing amended revolving noncollateralized credit agreement, expiring on December 5, 2016.

March 6, 2013 senior notes. On March 6, 2013, HEI entered into a First Supplement (the First Supplement) to the Master Note Purchase Agreement dated March 24, 2011. Under the First Supplement, HEI issued $50 million of its unsecured, 3.99% Series 2013A Senior Notes, due March 6, 2023, via a private placement. The net proceeds from the issuance of the Notes were used by HEI to refinance $50 million of its unsecured, 5.25% Medium-Term Notes, Series D, which matured on March 7, 2013.

October 3, 2013 senior notes. On October 3, 2013, Hawaiian Electric, Hawaii Electric Light and Maui Electric each entered into its separate note purchase agreement with various purchasers of their taxable unsecured senior notes (Notes) with an aggregate principal amount of $236 million. The Utilities issued through a private placement the following notes:



(in millions)	Maturity	Hawaiian Electric		Hawaii Electric Light		Maui Electric		Hawaiian Electric Consolidated
3.83% Senior Notes ¹	July 1, 2020	$	—	$	14	$	—	$	14
4.45% Senior Notes ¹	December 1, 2022	40		12		—		52
4.84% Senior Notes ¹	October 1, 2027	50		30		20		100
5.65% Senior Notes ²	October 1, 2043	50		—		20		70
Total		$	140	$	56	$	40	$	236


¹	Proceeds were used in October 2013 to redeem the following special purpose revenue bonds (SPRBs) and refunding SPRBs of the same maturities issued by the Department of Budget and Finance of the State of Hawaii for the benefit of the Utilities in an aggregate principal amount of $166 million:



Series	Year of maturity
4.75% Refunding Series 2003A Bonds	2020
5.00% Refunding Series 2003B Bonds	2022
5.65% Series 1997A Bonds	2027


²	Proceeds were used by the respective utility to finance their capital expenditures and/or for the reimbursement of funds used for the payment of capital expenditures.

Hawaiian Electric has guaranteed the obligations of Hawaii Electric Light and Maui Electric under their respective Notes.