Hawaiian Telcom Communications, Inc. $150,000,000 Senior Floating Rate Notes due 2013 $200,000,000 9 3/4% Senior Notes due 2013 $150,000,000 12 1/2% Senior Subordinated Notes due 2015 unconditionally guaranteed as to the payment of principal, premium,...Exchange and Registration Rights Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
Hawaiian Telcom Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $150,000,000 Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes”), $200,000,000 9 3/4% Senior Notes due 2013 (the “Senior Fixed Rate Notes” and, together with the Senior Floating Rate Notes, the “Senior Notes”) and $150,000,000 12 1/2% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”, and, together with the Senior Notes, the “Notes”), which are unconditionally guaranteed by Hawaiian Telcom, Inc. and Hawaiian Telcom Services Company, Inc. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined h
CREDIT AGREEMENT dated as of May 2, 2005 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT dated as of May 2, 2005 (this “Agreement”), among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation, HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent and collateral agent for such lenders.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 1, 2007 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., as Borrower, The Lenders Party Hereto and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Collateral AgentCredit Agreement • June 7th, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 1, 2007 (this “Agreement”), among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below) from time to time party hereto, LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for such lenders, JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”) for such lenders and COBANK, ACB and WACHOVIA BANK, N.A., as co-documentation agents (in such capacity, the “Co-Documentation Agents”) for such lenders.
Employment AgreementEmployment Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
This Employment Agreement (the “Agreement”) dated as of January 27, 2005, and effective as of February 1, 2005 (the “Effective Date”), is made by and between Alan Oshima (the “Executive”) and Hawaiian Telcom MergerSub, 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”). 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 or the Principal Stockholders are not, acting reasonably and in good faith, satisfied with the results of a background check on the Executive.
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 2, 2005 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., THE SUBSIDIARIES OF HAWAIIAN TELCOM COMMUNICATIONS, INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as...Guarantee and Collateral Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 2, 2005, among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., the Subsidiaries of HAWAIIAN TELCOM COMMUNICATIONS, INC. identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent.
March 5, 2007 Mr. Robert F. Reich Cedar Rapids, Iowa 52403 Dear Robert:Employment Agreement • April 2nd, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This letter confirms our discussions regarding your employment with Hawaiian Telcom, Inc., a Hawaii corporation (the “Company”). The purpose of this letter is to summarize the terms of your employment. Notwithstanding anything herein to the contrary, you will be an employee at-will of the Company. The Company may terminate your employment at any time with or without cause, at its discretion. Likewise, you may terminate your employment with the Company at any time for any reason. We ask that, as a courtesy, however, you give the Company 30 days advance notice, prior to a voluntary employment separation. Additionally, your employment may be terminated if the Company is not satisfied with the results of a background check, or if information that you provided in connection with your application is determined by the Company to be false, inaccurate, or misleading.
NON-QUALIFIED STOCK OPTION AGREEMENT OF HAWAIIAN TELCOM HOLDCO, INC.Non-Qualified Stock Option Agreement • September 27th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (the “Agreement”), dated , 2006 (the “Grant Date”), is made by and between Hawaiian Telcom Holdco, Inc., a Delaware corporation (the “Company”), and , an employee of the Company (or one of its Subsidiaries, as defined herein), hereinafter referred to as the “Optionee.”
April 8, 2005 James A. Attwood, Jr. William Kennard Hawaiian Telcom HoldCo, Inc. Hawaiian Telcom Communications, Inc. c/o The Carlyle GroupTransition Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
AMENDMENT NO. 1 TO VERIZON PROPRIETARY SOFTWARE LICENSE AGREEMENTVerizon Proprietary Software License Agreement • April 2nd, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 1 TO THE VERIZON PROPRIETARY SOFTWARE LICENSE AGREEMENT (“Amendment”), is entered into as of March 5, 2007 (the “Amendment Effective Date”) by and among GTE CORPORATION, a New York corporation (“Seller”) and Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”), a Delaware Corporation (together the “Parties,” individually each a “Party”).
Amendment Number Seven To Application Services Agreement November 15, 2007Application Services Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Seven (“Amendment”), effective as of November 15, 2007 (the “Amendment Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
INTELLECTUAL PROPERTY AGREEMENT between GTE CORPORATION HAWAIIAN TELCOM HOLDCO, INC. VERIZON HOLDCO LLC and HAWAIIAN TELCOM COMMUNICATIONS, INC.Intellectual Property Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Intellectual Property Agreement (the “Intellectual Property Agreement”), effective as of May 2, 2005 (the “Effective Date”), is between GTE CORPORATION, a New York corporation (“Seller”) on behalf of itself and its U.S. Affiliates (hereinafter defined), and HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation formerly named Paradise Holdco, Inc. (“Buyer”), VERIZON HOLDCO LLC, a Delaware limited liability company (the “Company”), and HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation formerly named Paradise MergerSub, Inc. (the “Surviving Corporation”). (Seller, Buyer, Surviving Corporation and the Company being hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
SETTLEMENT AGREEMENTSettlement Agreement • February 8th, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Hawaii
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 6, 2007 (the “Effective Date”) by and among Hawaiian Telcom Communications, Inc, a Delaware corporation (“HT”), TC Group III, L.P. (“Carlyle”) (as to Sections 12, 13, 15 and 17 through 24 only) and BearingPoint, Inc., a Delaware corporation (“BE”).
Mr. Robert F. ReichEmployment Agreement • May 15th, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This letter serves to amend, effective March 7, 2008 (the “Amendment Effective Date”) except as provided in Paragraphs 1 and 2 below, your employment letter agreement with Hawaiian Telcom Communications, Inc. (the “Company”) effective as of March 8, 2007 (the “Employment Agreement”). Notwithstanding anything herein to the contrary, you will continue to be an employee at-will of the Company.
Amendment Number Thirteen To Application Services Agreement December 1, 2008Application Services Agreement • December 1st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Thirteen (“Amendment”), effective as of December 1, 2008 (the “Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in the Amendment individually as “Party” and together as “Parties.”
SPRINT WHOLESALE MASTER SERVICES AGREEMENTWholesale Master Services Agreement • March 31st, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Hawaii
THIS WHOLESALE MASTER SERVICES AGREEMENT (“Agreement”) and its Exhibits are between Sprint Communications Company L.P. (“Sprint”), and Hawaiian Telcom Communications, Inc. (“Customer”).
AMENDMENT TWO TO SUPPLY CHAIN SERVICES AGREEMENT BETWEEN EMBARQ LOGISTICS AND HAWAIIAN TELCOM COMMUNICATIONS, INC.Supply Chain Services Agreement • August 14th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Two (“Amendment Two”) to the Supply Chain Services Agreement (“Agreement”) effective June 5, 2006 (“Amendment Two Effective Date”) is between Embarq Logistics, f/k/a Sprint North Supply Company, an Ohio corporation (“Embarq”) and Hawaiian Telcom Communications, Inc., f/k/a Hawaiian Telcom MergerSub, Inc., a Delaware corporation (“Hawaiian Telcom”). Except as otherwise indicated, defined terms in this Amendment Two have the same meaning as in the Agreement.
Amendment Number Two To Application Services Agreement July 19, 2007Application Services Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Two (“Amendment”), effective as of July 19, 2007 (the “Amendment Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • March 31st, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment No. 1 to Master Services Agreement (this “Amendment”) is entered into this 1st day of December 2005 between Hawaiian Telecom Services Company, Inc. (“HTSC”) and Verizon Select Services Inc. (“VSSI”).
Employment AgreementEmployment Agreement • April 2nd, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Employment Agreement (the “Agreement”) dated as of March 28, 2007 and effective as of May 14, 2007 (the “Effective Date”), is made by and between Paul H. Sunu (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”). 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.
AMENDMENT NO. 1 TO THE CONTRACT BY AND BETWEEN HAWAIIAN TELCOM COMMUNICATIONS INC. AND DATAPROSE, INC. FOR BILL PRINTING AND MAILINGContract for Bill Rendering, Printing and Mailing • March 31st, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment No. 1 to the Contract for Bill Rendering, Printing and Mailing (the “Contract”) on or about October 15, 2005 concerning procurement of services for the printing and mailing of the Client’s phone bills. Is made and entered into this 1st day of February 2006 by and between Hawaiian Telcom Communications, Inc. (Client) and DataProse, Inc. (DataProse).
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2007 among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., THE SUBSIDIARIES OF HAWAIIAN TELCOM COMMUNICATIONS, INC. IDENTIFIED HEREIN and LEHMAN COMMERCIAL...Guarantee and Collateral Agreement • June 7th, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of June 1, 2007, among HAWAIIAN TELCOM HOLDCO, INC., HAWAIIAN TELCOM COMMUNICATIONS, INC., the Subsidiaries of HAWAIIAN TELCOM COMMUNICATIONS, INC. identified herein and LEHMAN COMMERCIAL PAPER INC., as Collateral Agent.
Stephen E. Smith Group Vice PresidentTransition Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
Reference is made to the Transition Services Agreement by and among Verizon Information Technologies LLC (successor to Verizon Information Technologies Inc.), Hawaiian Telcom HoldCo, Inc. (f/k/a Paradise HoldCo, Inc), Hawaiian Telcom Communications, Inc. (f/k/a Paradise MergerSub, Inc.) and Verizon Hawaii Inc. dated May 21, 2004, as amended on August 27, 2004, April 8, 2005, April 28, 2005 and August 29, 2005 (herein the “Transition Services Agreement”). Capitalized terms used therein have the meanings assigned in the Transition Services Agreement or the Merger Agreement, as applicable, unless otherwise defined herein. The parties hereby agree to amend and restate Schedule A (F-15) DSL Provisioning and Maintenance and (F-16) Data Services Provisioning and Maintenance Support, and Schedule D (S-l) ISP Services, as set forth in the Attachments hereto which are incorporated herein by this reference (The amendments are highlighted for convenience).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
This Consulting Agreement (the “Agreement”) dated as of February 22, 2008, and effective March 1, 2008 (the “Effective Date”) is made by and between Hawaiian Telcom Holdco, Inc. a Delaware corporation (together with any successor thereto, the “Company”), and Michael S. Ruley (the “Consultant”).
SUPPLY CHAIN SERVICES AGREEMENT By and Between Hawaiian Telcom MergerSub, Inc. And Sprint North Supply Company December 10, 2004Supply Chain Services Agreement • March 31st, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUPPLY CHAIN SERVICES AGREEMENT (the “Agreement”), dated as of the Effective Date, is between HAWAIIAN TELCOM MERGERSUB, INC., a Delaware corporation (“Hawaiian Telcom”), and SPRINT NORTH SUPPLY COMPANY, an Ohio corporation (“Supplier”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of May 2, 2005, by and among Carlyle Partners III Hawaii, L.P. (“CP III”), a Delaware limited partnership, CP III Coinvestment, L.P., a Delaware limited partnership (“Coinvest”), Carlyle Hawaii Partners, L.P., a Delaware limited partnership (“Hawaii Partners”), Hawaiian Telcom HoldCo, Inc., a Delaware corporation (“Holdco”), Hawaiian Telcom Communications, Inc., a Delaware corporation (“Hawaii Telcom”), Hawaiian Telcom, Inc., a Hawaii corporation (“Telcom”) and Hawaiian Telcom Services Company, Inc. (“Services”, collectively with Telcom, the “Telcom Entities”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
This Management Consulting Agreement (the “Agreement”) is made as of April 13, 2005, by and among Hawaiian Telcom Communications, Inc., a Delaware corporation (the “Company”), and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”).
Amendment Number Eleven To Application Services Agreement May 22, 2008Application Services Agreement • May 29th, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Eleven (“Amendment”), effective as of May 22, 2008 (the “Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
Larry B. Reed Corporate ControllerTransition Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
Reference is made to the Transition Services Agreement by and among Verizon Information Technologies Inc., Paradise HoldCo, Inc., Paradise MergerSub, Inc. and Verizon Hawaii Inc. dated May 21, 2004 (herein the “Transition Services Agreement”).
Amendment Number One To Application Services Agreement March 12, 2007Application Services Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number One (“Amendment”), effective as of March 12, 2007 (the “Amendment Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
Amendment Number Nine To Application Services Agreement January 1, 2008Application Services Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Nine (“Amendment”), effective as of January 1, 2008 (the “Amendment Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
SHARED COLLATERAL AGREEMENT dated as of May 2, 2005 between HAWAIIAN TELCOM, INC. and JPMORGAN CHASE BANK, N.A., as Collateral AgentShared Collateral Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
SHARED COLLATERAL AGREEMENT dated as of May 2, 2005, between HAWAIIAN TELCOM, INC. and JPMORGAN CHASE BANK, N.A., as Collateral Agent.
Amendment Number Three To Application Services Agreement August 13, 2007Application Services Agreement • March 31st, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment Number Three (“Amendment”), effective as of August 1, 2007 (the “Amendment Effective Date”), is between Hawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP (“Accenture”). Accenture and Hawaiian Telcom may be referred to in this Amendment individually as “Party” and together as “Parties.”
SECOND AMENDMENT TO SPRINT MASTER SERVICE AGREEMENTSprint Master Service Agreement • May 15th, 2007 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Second Amendment (WSG0611-0605) is made to the Sprint Master Service Agreement (WSG0501-0023) between SPRINT COMMUNICATIONS COMPANY L.P. (“Sprint”) and Hawaiian Telcom Communications, Inc. (“Customer”), signed by Customer on November 23, 2005 and Sprint on December 5, 2005 (the “Agreement”), as amended by:
AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENTMaster Services Agreement • August 14th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
This Amendment No. 2 to Master Services Agreement (this “Amendment”) is entered into this 1st day of April 2006 between Hawaiian Telcom Services Company, Inc. (“HTSC”) and Verizon Select Services Inc. (“VSSI”).
Employment AgreementEmployment Agreement • May 15th, 2008 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
This Employment Agreement (the “Agreement”) dated as of May 9, 2008 and effective June 16, 2008 (the “Effective Date”), is made by and between Hawaiian Telcom Holdco, Inc. (together with any successor thereto, the “Company”) and Eric K. Yeaman (the “Executive”).
