AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 5th, 2016 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 3, 2016 is entered into by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation (“Holdings”), each of the Subsidiaries of Holdings listed on the signature pages hereto, each of the Lenders listed on the signature pages hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Amended Credit Agreement (defined below).
GUARANTEE AND COLLATERAL AGREEMENT dated as of February 29, 2012 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., THE SUBSIDIARIES OF HAWAIIAN TELCOM COMMUNICATIONS, INC. IDENTIFIED HEREIN and CREDIT SUISSE AG, CAYMAN ISLANDS...Guarantee and Collateral Agreement • May 10th, 2012 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of February 29, 2012, among HAWAIIAN TELCOM HOLDCO, INC. (“Holdings”, HAWAIIAN TELCOM COMMUNICATIONS, INC. (“Borrower”), the Subsidiaries of HAWAIIAN TELCOM COMMUNICATIONS, INC. identified herein and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, and together with its successors and assigns, the “Collateral Agent”).
July 25, 2008 Geoffrey LouiEmployment Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc.
May 6, 2014 Mr. John T. Komeiji Honolulu, HI 96813 Dear John:Business Protection Agreement • May 7th, 2014 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This letter confirms our discussions regarding your employment with Hawaiian Telcom Holdco, Inc. and any of its subsidiaries and affiliates as may employ you from time to time (collectively, and together with any successor thereto, the “Company”). You and the Company are parties to an Employment Agreement dated as of July 15, 2008 that subsequently was amended by an amendment dated December 21, 2009 (as amended, the “Prior Agreement”). The parties desire to amend and restate the Prior Agreement in its entirety, effective as of May 6, 2014, as set forth herein. Notwithstanding anything herein to the contrary, you will be an at-will employee of the Company.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • March 15th, 2012 • Hawaiian Telcom Holdco, Inc. • Communications services, nec
This Amended and Restated Employment Agreement (the "Agreement") dated as of December 19, 2011 and effective as of November 21, 2011 (the "Effective Date"), is made by and between Bradley J. Fisher (the "Executive") and Hawaiian Telcom Communications, Inc. and any of its subsidiaries and affiliates as may employ Executive from time to time (collectively, and together with any successor thereto, the "Company") and as authorized to do so by United States Citizenship and Immigration Services, and supersedes in its entirety that certain Amended and Restated Employment Agreement between the parties dated as of November 17, 2011. Notwithstanding anything herein to the contrary, this Agreement shall be void and of no force and effect if within 20 days of the Effective Date the Company is not, acting reasonably and in good faith, satisfied with the results of a background check on the Executive.
December 21, 2009 Mr. Geoffrey Loui Honolulu, HI 96813 Dear Geoffrey:Hawaiian Telcom Holdco, Inc. • April 7th, 2010 • Hawaii
You and Hawaiian Telcom Communications, Inc. (the “Company”) signed an employment agreement dated July 25, 2008 (the “Employment Agreement”). In order to provide clarity regarding the parties’ intent, you and the Company have agreed to modify the Employment Agreement as set forth herein. We note in particular that although we believe the current Good Reason provisions in Sections 1(j) and 1(k) of the Employment Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, out of an abundance of caution we have agreed to modify those provisions. Except as otherwise amended in this letter agreement, the Employment Agreement remains in full force and effect.
CREDIT AGREEMENT dated as of February 29, 2012 among HAWAIIAN TELCOM COMMUNICATIONS, INC., as Borrower, HAWAIIAN TELCOM HOLDCO, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral AgentGuarantee and Collateral Agreement • May 10th, 2012 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
CREDIT AGREEMENT dated as of February 29, 2012 among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
CREDIT AGREEMENT by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, COBANK, ACB, as Administrative Agent, an Issuing Lender, a Joint Lead Arranger, Bookrunner and Swing Line Lender, FIFTH...Credit Agreement • February 27th, 2017 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of February 24, 2017 and is made by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation, as the BORROWER (defined below), each of the GUARANTORS (defined below) who become a party hereto on the Closing Date or from time to time thereafter, the LENDERS (defined below), COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties, a Joint Lead Arranger, Bookrunner, an Issuing Lender and Swing Line Lender (each defined below), FIFTH THIRD BANK, as a Joint Lead Arranger and Co-Syndication Agent, and MUFG UNION BANK, N.A., as a Joint Lead Arranger and Co-Syndication Agent.
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTSRestricted Stock Unit Agreements • March 13th, 2014 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This Amendment to Restricted Stock Unit Agreements entered into by and between Hawaiian Telcom Holdco, Inc. (the “Company”) and the Participant specified below (the “Amendment”) is effective as of March 10, 2014 and amends the restricted stock units granted to the Participant prior to 2013 and evidenced by a Restricted Stock Unit Agreement for Executives entered into by and between the Company and the Participant (the “RSU Agreement”).
AMENDMENT NO. 1 TO SERVICES AGREEMENTTo Services Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc.
The Services Agreement dated as of December 1, 2008 (the “Agreement”), by and between Hawaiian Telcom Communications, Inc., a Delaware corporation, on behalf of itself and its subsidiaries (collectively, the “Debtors”), Zolfo Cooper Management, LLC (“ZC”), a New Jersey limited liability corporation, and Kevin Nystrom (“Nystrom”), is hereby amended by this Amendment No. 1 to Services Agreement (“Amendment “) dated January 14, 2010 but effective as of January 1, 2010.
Explanation of Responses:Hawaiian Telcom Holdco, Inc. • July 5th, 2018 • Communications services, nec
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS PURSUANT TO THE HAWAIIAN TELCOM 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • May 6th, 2013 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Hawaiian Telcom 2010 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and
NOMINATION, STANDSTILL AND SUPPORT AGREEMENTNomination, Standstill and Support Agreement • March 14th, 2016 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Delaware
This Nomination, Standstill and Support Agreement, dated March 14, 2016 (this “Agreement”), is by and among the entities listed on Schedule I hereto (collectively, “Twin Haven”) and Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO NOMINATION, STANDSTILL AND SUPPORT AGREEMENTSupport Agreement • July 10th, 2017 • Hawaiian Telcom Holdco, Inc. • Communications services, nec
This AMENDMENT NO. 1 TO NOMINATION, STANDSTILL AND SUPPORT AGREEMENT (this “Amendment”) is dated as of July 9, 2017 and amends the Nomination, Standstill and Support Agreement (the “Agreement”), dated as of March 14, 2016, by and among Twin Haven Special Opportunities Fund III, L.P., Twin Haven Special Opportunities Partners III, L.L.C., Twin Haven Special Opportunities Fund IV, L.P., Twin Haven Special Opportunities Partners IV, L.L.C. and Twin Haven Capital Partners, L.L.C. (collectively, “Twin Haven”) and Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Amendment shall have the respective meanings assigned thereto in the Agreement.
NOMINATION, STANDSTILL AND SUPPORT AGREEMENTNomination, Standstill and Support Agreement • February 25th, 2016 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Delaware
This Nomination, Standstill and Support Agreement, dated February 25, 2016 (this “Agreement”), is by and among the entity listed on Schedule I hereto (“Black Diamond”) and Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”).
GENERAL WAIVER AND RELEASE OF CLAIMSGeneral Waiver and Release of Claims • May 16th, 2011 • Hawaiian Telcom Holdco, Inc. • Communications services, nec
This GENERAL WAIVER AND RELEASE OF CLAIMS (“Agreement”) is entered into this 11th day of May, 2011, by and between Michael F. Edl (“Employee”) and Hawaiian Telcom Communications, Inc. (the “Company”). Employee and the Company are collectively referred to as the Parties. The purpose of this Agreement is to set forth certain binding promises and obligations between the Parties in connection with Employee’s separation from the Company.
SUPPLY CHAIN SERVICES AGREEMENT By and Between Hawaiian Telcom Communications, Inc. And KGP Logistics, Inc. December 7, 2009Supply Chain Services Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc. • New York
THIS SUPPLY CHAIN SERVICES AGREEMENT (the “Agreement”), dated as of the Effective Date, is between HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (“Hawaiian Telcom”), and KGP LOGISTICS, INC. , an Ohio corporation (“Supplier”).
COMMON STOCK WARRANT AGREEMENT by and between HAWAIIAN TELCOM HOLDCO, INC., and U.S. BANK NATIONAL ASSOCIATIONCommon Stock Warrant Agreement • November 16th, 2010 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
COMMON STOCK WARRANT AGREEMENT (this "Warrant Agreement"), entered into as of October 28, 2010, between HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation (the "Company") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as warrant agent (the "Warrant Agent").
RESTRICTED STOCK UNIT AGREEMENT FOR EXECUTIVES PURSUANT TO THE HAWAIIAN TELCOM 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • November 16th, 2010 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the "Company"), and the Participant specified above, pursuant to the Hawaiian Telcom 2010 Equity Incentive Plan (the "Plan"), which is administered by the Committee; and
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc. • Hawaii
This Agreement, dated December 21, 2009, is made by and between Geoffrey Loui, whose residence address is 2243 Piimauna Street, Honolulu, HI 96821 (the “Contractor”), and Hawaiian Telcom Communications, Inc., whose principal place of business is 1177 Bishop Street Honolulu, Hawaii 96813, on behalf of itself and its subsidiaries (the “Company”).
December 21, 2009 Mr. Robert F. ReichHawaiian Telcom Holdco, Inc. • April 7th, 2010 • Hawaii
June 12, 2015 Mr. Scott K. Barber Honolulu, HI 96813 Dear Scott:Restricted Stock Unit Agreement • August 4th, 2015 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This letter confirms our discussions regarding your employment with Hawaiian Telcom Holdco, Inc. and any of its subsidiaries and affiliates as may employ you from time to time (collectively, and together with any successor thereto, the “ Company “). You and the Company are parties to the Offer Letter dated December 12, 2012 (the “Prior Letter”). The parties desire to amend and restate the Prior Letter in its entirety, effective as of June 22, 2015 (the “Effective Date”), as set forth herein. Notwithstanding anything herein to the contrary, you will be continue to be an at-will employee of the Company.
AMENDED AND RESTATED MASTER APPLICATION SERVICES AGREEMENT BETWEEN HAWAIIAN TELCOM COMMUNICATIONS, INC. AND ACCENTURE LLP EXECUTED March 13, 2009Master Application Services Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc.
This Amended and Restated Master Application Services Agreement (this “Master Agreement”), executed as of March 13, 2009 and effective as of the effective date determined in accordance with Section 16.3 (the “Effective Date”), is by and between Hawaiian Telcom Communications, Inc., a Delaware corporation (“Customer”), and Accenture, LLP, an Illinois limited liability partnership (“Supplier”). Each of Customer and Supplier is referred to herein as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • May 4th, 2015 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT (this “Amendment”) is dated and effective as of April 9 , 2015 (the “Effective Date”) and entered into by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), FIRST HAWAIIAN BANK, a Hawaii corporation, as the agent for the Lenders referred to below (“Agent”), and FIRST HAWAIIAN BANK, a Hawaii corporation, and each of the other Lenders from time to time made a party hereto (each individually referred to herein as a “Lender” and collectively as “Lenders”).
AGREEMENT AND PLAN OF MERGER Dated as of July 9, 2017, Among HAWAIIAN TELCOM HOLDCO, INC., CINCINNATI BELL INC. and TWIN ACQUISITION CORP.Agreement and Plan of Merger • July 10th, 2017 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., a Delaware corporation (“Company”), Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
RESTRICTED STOCK UNIT AGREEMENT FOR THE CEO PURSUANT TO THE HAWAIIAN TELCOM 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement • November 16th, 2010 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the "Company"), and the Participant specified above, pursuant to the Hawaiian Telcom 2010 Equity Incentive Plan (the "Plan"), which is administered by the Committee; and
SENIOR SECURED LOAN AGREEMENT dated as of October 28, 2010 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., as Borrower, The Lenders Party Hereto and WILMINGTON TRUST FSB, as Administrative Agent and Collateral AgentAssignment and Assumption • November 16th, 2010 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • New York
SENIOR SECURED LOAN AGREEMENT dated as of October 28, 2010 (this "Agreement"), among HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation ("Holdings"), HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), the Lenders (as defined below) from time to time party hereto, WILMINGTON TRUST FSB ("WTFSB"), as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent") for such Lenders.
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS PURSUANT TO THE HAWAIIAN TELCOM 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • November 16th, 2010 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the "Company"), and the Participant specified above, pursuant to the Hawaiian Telcom 2010 Equity Incentive Plan (the "Plan"), which is administered by the Committee; and
SERVICES AGREEMENTServices Agreement • April 7th, 2010 • Hawaiian Telcom Holdco, Inc. • New York
This SERVICES AGREEMENT (the “Agreement”) dated as of December 1, 2008, is made by and between Hawaiian Telcom Communications, Inc., a Delaware corporation, on behalf of itself and its subsidiaries (collectively, “HT” or the “Debtors”) Zolfo Cooper Management, LLC (“ZC”) a New Jersey limited liability corporation and Kevin Nystrom (“Nystrom”), relating to Hawaiian Telcom and its subsidiaries.
AMENDED AND RESTATED GUARANTYGuaranty • October 6th, 2011 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS AMENDED AND RESTATED GUARANTY is dated and effective as of October 3, 2011 by and among HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation (“Holdco”), HAWAIIAN TELCOM, INC., a Hawaii corporation, HAWAIIAN TELCOM SERVICES COMPANY, INC., a Delaware corporation, and FIRST HAWAIIAN BANK (“FHB”), as a Lender and each of the other Lenders from time to time made a party to that certain Amended and Restated Revolving Line of Credit Agreement dated October 3, 2011, executed by HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), FHB as agent (in such capacity, the “Agent”) and as a Lender (the “Loan Agreement”).
December 21, 2009 Mr. John T. Komeiji Honolulu, HI 96813 Dear John:Hawaiian Telcom Holdco, Inc. • April 7th, 2010 • Hawaii
You and Hawaiian Telcom Communications, Inc. (the “Company”) signed an employment agreement dated July 15, 2008 (the “Employment Agreement”). In order to provide clarity regarding the parties’ intent, you and the Company have agreed to modify the Employment Agreement as set forth herein. We note in particular that although we believe the current Good Reason provisions in Sections 1(j) and 1(k) of the Employment Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, out of an abundance of caution we have agreed to modify those provisions. Except as otherwise amended in this letter agreement, the Employment Agreement remains in full force and effect.
RESTRICTED STOCK UNIT AGREEMENT FOR EXECUTIVESRestricted Stock Unit Agreement • November 3rd, 2016 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Hawaiian Telcom 2010 Equity Incentive Plan (the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and
December 17, 2012 Mr. Robert F. ReichTelcom Business Protection Agreement • March 14th, 2013 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
The purpose of this letter is to amend and restate the terms of your employment with Hawaiian Telcom Communications, Inc. and any of its subsidiaries and affiliates as may employ you from time to time (collectively, and together with any successor thereto, the “Company”). Specifically, except as provided in Sections 8 and 9 below, this letter amends, restates and replaces, in its entirety, your prior employment letter agreement dated March 5, 2007, as amended by those certain amendments to the employment letter agreement dated September 24, 2007, May 13, 2008 and December 21, 2009 (collectively, the “Prior Employment Agreement”). Notwithstanding anything herein to the contrary, you will continue to be an employee at-will of the Company.
AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT DATED AS OF OCTOBER 3, 2011 Among HAWAIIAN TELCOM COMMUNICATIONS, INC. as Borrower, FIRST HAWAIIAN BANK as Agent, And FIRST HAWAIIAN BANK AND THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO As...Credit Agreement • October 6th, 2011 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT is dated and effective as of October 3, 2011 (the “Effective Date”) and entered into by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), FIRST HAWAIIAN BANK, a Hawaii corporation, as the agent for the Lenders referred to below (together with its successors and assigns in such capacity, “Agent”), FIRST HAWAIIAN BANK, a Hawaii corporation, and each of the other lenders from time to time party hereto (each individually referred to herein as a “Lender” and collectively as “Lenders”).
HAWAIIAN TELCOM HOLDCO, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 3rd, 2016 • Hawaiian Telcom Holdco, Inc. • Communications services, nec • Hawaii
This Change of Control Agreement (the “Agreement”) is made and entered into by and between [--] (the “Employee”) and Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”), effective as of [--], 2016.
