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.
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.
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)
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”.)
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).
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”).
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”).
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.
TRANSITION SERVICES AGREEMENT by and among VERIZON INFORMATION TECHNOLOGIES INC. PARADISE HOLDCO, INC. PARADISE MERGERSUB, INC. and VERIZON HAWAII INC.Transition Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
Transition Services Agreement (this “Agreement”), dated as of May 21, 2004, by and among Verizon Information Technologies Inc. (“Supplier”), Paradise HoldCo, Inc. (“Buyer”), Paradise MergerSub, Inc. (“Merger Sub,” and, following the Closing, the “Surviving Corporation”) and Verizon Hawaii Inc. (“Verizon Hawaii”), for purposes of Section 16.4 only.
VERIZON PROPRIETARY SOFTWARE LICENSE AGREEMENTSoftware License Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
THIS VERIZON PROPRIETARY SOFTWARE LICENSE AGREEMENT (“SLA”), is entered into by and among GTE CORPORATION, a New York corporation (“Seller”), and Hawaiian Telcom Communications, Inc., a Delaware corporation formerly known as Paradise MergerSub, Inc. (“Hawaiian Telcom”) (together the “Parties,” individually each a “Party”).
AMENDED AND RESTATED AGREEMENT OF MERGER Among GTE CORPORATION VERIZON HOLDCO LLC And HAWAIIAN TELCOM HOLDCO, INC. HAWAIIAN TELCOM COMMUNICATIONS, INC. Dated as of April 8, 2005Agreement of Merger • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York
Agreement of Merger, dated as of April 8, 2005, by and among Hawaiian Telcom Holdco, Inc. (f/k/a Paradise HoldCo, Inc.), a Delaware corporation (“Buyer”), Hawaiian Telcom Communications, Inc. (f/k/a Hawaiian Telcom MergerSub, Inc.; f/k/a Paradise MergerSub, Inc.), a Delaware corporation (“Merger Sub”), GTE Corporation, a New York corporation (“Seller”), and Verizon HoldCo LLC, a Delaware limited liability company (the “Company”; it being understood that any references herein to the Company with respect to any period following the Merger shall be deemed to refer to the Surviving Corporation, as defined in Section 2.1).
DIRECTORY SERVICES AGREEMENTDirectory Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • Hawaii
This Directory Services Agreement (the “Agreement”) is made and entered into effective as of February 4, 2005 (the “Effective Date”), by and between HAWAIIAN TELCOM MERGER SUB, INC., a Delaware corporation (hereinafter referred to as “Publisher”), and L. M. BERRY AND COMPANY, a Georgia corporation (“Berry”) (Publisher and Berry are each individually referred to as a “party,” and collectively as the “parties”).
PRODUCTION AGREEMENTProduction Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • California
This Production Agreement (Agreement) is made and entered into as of the 15th day of October, 2005 (Effective Date), by and between DataProse, Inc., a California Corporation (DataProse), and Hawaiian Telcom Communications, Inc., organized under the laws of Delaware by and on behalf of itself and by and on behalf of and for the benefit of its wholly owned subsidiaries, Hawaiian Telcom, Inc. and Hawaiian Telcom Services Company, Inc. (Client). In consideration of the mutual promises and benefits contained herein, the parties hereby agree as follows:
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 and April 28, 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 C (O-3) Federal Tariff Services, “Description” paragraph and paragraphs numbered 1,3, 5 and 9 as follows:
April 28, 2005Transition Services Agreement • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone)
