7.9 Use of Proceeds. No Loan Party shall (a)use the proceeds of any Loan or other Credit Extension hereunder, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U, T or X as promulgated by the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or (b)request any Credit Extension or use (or permit the use by any of its Subsidiaries or its or their respective Affiliates, directors, officers, employees or agents of) the proceeds of any Credit Extension, whether directly or indirectly, (i)in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii)for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, in any Sanctioned Country or (iii)in any manner that would result in a violation of Anti-Corruption Laws, Anti-Terrorism Laws, Sanctions or other applicable Law.

7 . 9 Use of Proceeds . No Loan Party shall ( a ) use the proceeds of any Loan or other Credit Extension hereunder , whether directly or indirectly , and whether immediately , incidentally or ultimately , to purchase or carry margin stock ( within the meaning of Regulation U , T or X as promulgated by the Board ) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or ( b ) request any Credit Extension or use ( or permit the use by any of its Subsidiaries or its or their respective Affiliates , directors , officers , employees or agents of ) the proceeds of any Credit Extension , whether directly or indirectly , ( i ) in furtherance of an offer , payment , promise to pay or authorization of the payment or giving of money , or anything else of value , to any Person in violation of any Anti-Corruption Laws , ( ii ) for the purpose of funding , financing or facilitating any activities , business or transaction of or with any Sanctioned Person , in any Sanctioned Country or ( iii ) in any manner that would result in a violation of Anti-Corruption Laws , Anti-Terrorism Laws , Sanctions or other applicable Law .


7.10 Subsidiaries and Partnerships. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (a)any Subsidiary that has joined this Agreement as Guarantor on the Closing Date; (b)any Subsidiary formed or acquired after the Closing Date that joins this Agreement as a Guarantor in accordance with the terms of this Agreement and the Security Agreement by delivering to the Administrative Agent (i)an executed Guarantor Joinder; (ii)documents in the forms described in Section4.2 modified as appropriate; and (iii)documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Secured Parties in the Equity Interests (as defined in the Security Agreement) of, and Collateral held by, such Subsidiary, and (c)any Excluded Subsidiary.

7 . 10 Subsidiaries and Partnerships . No Loan Party shall , nor shall any Loan Party permit any of its Subsidiaries to , own or create directly or indirectly any Subsidiaries other than ( a ) any Subsidiary that has joined this Agreement as Guarantor on the Closing Date ; ( b ) any Subsidiary formed or acquired after the Closing Date that joins this Agreement as a Guarantor in accordance with the terms of this Agreement and the Security Agreement by delivering to the Administrative Agent ( i ) an executed Guarantor Joinder ; ( ii ) documents in the forms described in Section4 . 2 modified as appropriate ; and ( iii ) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Secured Parties in the Equity Interests ( as defined in the Security Agreement ) of , and Collateral held by , such Subsidiary , and ( c ) any Excluded Subsidiary .


(a) None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or agents will engage in any dealings or transactions with any Sanctioned Person or in violation of any applicable Anti-Corruption Laws , Anti-Terrorism Laws or Sanctions.

( a ) None of the Loan Parties or their respective Subsidiaries , Affiliates , officers , directors , employees or agents will engage in any dealings or transactions with any Sanctioned Person or in violation of any applicable Anti-Corruption Laws , Anti-Terrorism Laws or Sanctions .


8.1 Capital Expenditures. The Loan Parties shall not make, or permit their Subsidiaries to make, Capital Expenditures in excess of $105,000,000 in the aggregate in any fiscal year of the Borrower (such amount for any such fiscal year, the Capital Expenditure Base Amount); provided, however, that, for any fiscal year in which the Loan Parties and their Subsidiaries do not make Capital Expenditures in the full amount of the Capital Expenditure Base Amount for such fiscal year, then during the immediately succeeding fiscal year (commencing with the fiscal year ending on December31, 2017), and only in such immediately succeeding fiscal year, the Loan Parties and their Subsidiaries may make Capital Expenditures in an amount not to exceed the Capital Expenditure Base Amount plus 100% of the unused portion of the Capital Expenditure Base Amount for such immediately preceding fiscal year (the Capital Expenditure Carryover Amount); provided further, that any Capital Expenditures made in a particular year shall first be deemed to have been made with any available Capital Expenditure Base Amount before any Capital Expenditure Carryover Amount for such fiscal year is applied. Notwithstanding the forgoing, in the event that any Loan Party or Subsidiary of any Loan Party incurs a Joint Pole Dispute Capital Expenditure, (a)the Joint Pole Dispute Capital Expenditure shall be deemed as incurred in the year paid, and (b)the Capital Expenditures for the Loan Parties and their Subsidiaries for the year in which such Joint Pole Dispute Capital Expenditure is paid shall exclude from such calculation such Joint Pole Dispute Capital Expenditures; provided that, the amount of Joint Pole Dispute Capital Expenditures excluded from the calculation of Capital Expenditures shall not exceed in the aggregate the Maximum Joint Pole Dispute Amount.

8 . 1 Capital Expenditures . The Loan Parties shall not make , or permit their Subsidiaries to make , Capital Expenditures in excess of $ 105 , 000 , 000 in the aggregate in any fiscal year of the Borrower ( such amount for any such fiscal year , the Capital Expenditure Base Amount ) ; provided , however , that , for any fiscal year in which the Loan Parties and their Subsidiaries do not make Capital Expenditures in the full amount of the Capital Expenditure Base Amount for such fiscal year , then during the immediately succeeding fiscal year ( commencing with the fiscal year ending on December31 , 2017 ) , and only in such immediately succeeding fiscal year , the Loan Parties and their Subsidiaries may make Capital Expenditures in an amount not to exceed the Capital Expenditure Base Amount plus 100 % of the unused portion of the Capital Expenditure Base Amount for such immediately preceding fiscal year ( the Capital Expenditure Carryover Amount ) ; provided further , that any Capital Expenditures made in a particular year shall first be deemed to have been made with any available Capital Expenditure Base Amount before any Capital Expenditure Carryover Amount for such fiscal year is applied . Notwithstanding the forgoing , in the event that any Loan Party or Subsidiary of any Loan Party incurs a Joint Pole Dispute Capital Expenditure , ( a ) the Joint Pole Dispute Capital Expenditure shall be deemed as incurred in the year paid , and ( b ) the Capital Expenditures for the Loan Parties and their Subsidiaries for the year in which such Joint Pole Dispute Capital Expenditure is paid shall exclude from such calculation such Joint Pole Dispute Capital Expenditures ; provided that , the amount of Joint Pole Dispute Capital Expenditures excluded from the calculation of Capital Expenditures shall not exceed in the aggregate the Maximum Joint Pole Dispute Amount .


(b) Electronic Communications. Notices and other communications to the Lenders and each Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to ArticleII if such Lender or Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Articleby electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

( b ) Electronic Communications . Notices and other communications to the Lenders and each Issuing Lender hereunder may be delivered or furnished by electronic communication ( including e-mail and Internet or intranet websites ) pursuant to procedures approved by the Administrative Agent , provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to ArticleII if such Lender or Issuing Lender , as applicable , has notified the Administrative Agent that it is incapable of receiving notices under such Articleby electronic communication . The Administrative Agent or the Borrower may , in its discretion , agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it ; provided that approval of such procedures may be limited to particular notices or communications .


to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section9.2(c)as though it were a Lender; provided that such Participant agrees to be subject to Section2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participants interest in the Loans or other obligations under the Loan Documents (the Participant Register); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participants interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section5f.103-1(c)of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. CoBank reserves the right to assign or sell participations in all or part of its Commitments or outstanding Loans hereunder on a non-patronage basis.

to any Participant . To the extent permitted by Law , each Participant also shall be entitled to the benefits of Section9 . 2 ( c ) as though it were a Lender ; provided that such Participant agrees to be subject to Section2 . 14 as though it were a Lender . Each Lender that sells a participation shall , acting solely for this purpose as a non-fiduciary agent of the Borrower , maintain a register on which it enters the name and address of each Participant and the principal amounts ( and stated interest ) of each Participants interest in the Loans or other obligations under the Loan Documents ( the Participant Register ) ; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register ( including the identity of any Participant or any information relating to a Participants interest in any Commitments , Loans , Letters of Credit or its other obligations under any Loan Document ) to any Person except to the extent that such disclosure is necessary to establish that such Commitment , Loan , Letter of Credit or other obligation is in registered form under Section5f . 103-1 ( c ) of the United States Treasury Regulations . The entries in the Participant Register shall be conclusive absent manifest error , and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary . For the avoidance of doubt , the Administrative Agent ( in its capacity as Administrative Agent ) shall have no responsibility for maintaining a Participant Register . CoBank reserves the right to assign or sell participations in all or part of its Commitments or outstanding Loans hereunder on a non-patronage basis .


(b) Electronic Execution of Assignments. The words execution, signed, signature, and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.< br/>

( b ) Electronic Execution of Assignments . The words execution , signed , signature , and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form , each of which shall be of the same legal effect , validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system , as the case may be , to the extent and as provided for in any applicable law , including the Federal Electronic Signatures in Global and National Commerce Act , the New York State Electronic Signatures and Records Act , or any other similar state laws based on the Uniform Electronic Transactions Act . & lt ; br / & gt ;


11.11 USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions, including the USA Patriot Act.< br/>

11 . 11 USA Patriot Act Notice . Each Lender that is subject to the USA Patriot Act and the Administrative Agent ( for itself and not on behalf of any Lender ) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act , it is required to obtain , verify and record information that identifies the Loan Parties , which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent , as applicable , to identify the Loan Parties in accordance with the USA Patriot Act . The Borrower shall , promptly following a request by the Administrative Agent or any Lender , provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions , including the USA Patriot Act . & lt ; br / & gt ;


COBANK, ACB , as Administrative Agent, a Joint Lead Arranger, Bookrunner , an Issuing Lender, the Swing Line Lender and as a Lender ---|---

COBANK , ACB , as Administrative Agent , a Joint Lead Arranger , Bookrunner , an Issuing Lender , the Swing Line Lender and as a Lender - - - | - - -


FIFTH THIRD BANK , as a Joint Lead Arranger and Co-Syndication Agent and as a Lender ---|---

FIFTH THIRD BANK , as a Joint Lead Arranger and Co-Syndication Agent and as a Lender - - - | - - -


MUFG UNION BANK, N.A. , as a Joint Lead Arranger and Co-Syndication Agent and as a Lender ---|---

MUFG UNION BANK , N . A . , as a Joint Lead Arranger and Co-Syndication Agent and as a Lender - - - | - - -


---|---|---|--- COBANK, ACB , AS SWING LINE LENDER


Farm Credit East, ACA


Farm Credit West, FLCA


This Assignment and Assumption (the Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [the][each](2)Assignor identified in item 1 below ([the][each, an] Assignor) and [the][each](3)Assignee identified in item 2 below ([the][each, an Assignee). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](4)hereunder are several and not joint.](5) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), by and among Hawaiian Telcom Communications,Inc. (the Borrower), the Guarantors party thereto from time to time, the Lenders party thereto from time to time and CoBank, ACB, as the Administrative Agent, receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. [Attached hereto is a completed Administrative Questionnaire.](6)

This Assignment and Assumption ( the Assignment and Assumption ) is dated as of the Effective Date set forth below and is entered into by and between [ the ] [ each ] ( 2 ) Assignor identified in item 1 below ( [ the ] [ each , an ] Assignor ) and [ the ] [ each ] ( 3 ) Assignee identified in item 2 below ( [ the ] [ each , an Assignee ) . [ It is understood and agreed that the rights and obligations of [ the Assignors ] [ the Assignees ] ( 4 ) hereunder are several and not joint . ] ( 5 ) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , by and among Hawaiian Telcom Communications , Inc . ( the Borrower ) , the Guarantors party thereto from time to time , the Lenders party thereto from time to time and CoBank , ACB , as the Administrative Agent , receipt of a copy of which is hereby acknowledged by [ the ] [ each ] Assignee . The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full . [ Attached hereto is a completed Administrative Questionnaire . ] ( 6 )


5. Credit Agreement: The $350,000,000 Credit Agreement dated as of February24, 2017 , among Hawaiian Telcom Communications,Inc., the Guarantors party thereto from time to time, the Lenders parties thereto from time to time and CoBank, ACB, as the Administrative Agent

5 . Credit Agreement : The $ 350 , 000 , 000 Credit Agreement dated as of February24 , 2017 , among Hawaiian Telcom Communications , Inc . , the Guarantors party thereto from time to time , the Lenders parties thereto from time to time and CoBank , ACB , as the Administrative Agent


3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature pageof this Assignment and Assumption by telecopy or in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction.

3 . General Provisions . This Assignment and Assumption shall be binding upon , and inure to the benefit of , the parties hereto and their respective successors and assigns . This Assignment and Assumption may be executed in any number of counterparts , which together shall constitute one instrument . Delivery of an executed counterpart of a signature pageof this Assignment and Assumption by telecopy or in electronic ( i . e . , pdf or tif ) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption . This Assignment and Assumption and any claims , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by , and construed in accordance with , the law of the State of New York without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction .


THIS COMPLIANCE CERTIFICATE is given by , the [TITLE OF COMPLIANCE OFFICER] of HAWAIIAN TELCOM COMMUNICATIONS,INC. (the Borrower) pursuant to Section6.1(c)of that certain Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and CoBank, ACB, as the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

THIS COMPLIANCE CERTIFICATE is given by , the [ TITLE OF COMPLIANCE OFFICER ] of HAWAIIAN TELCOM COMMUNICATIONS , INC . ( the Borrower ) pursuant to Section6 . 1 ( c ) of that certain Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , among the Borrower , the Guarantors party thereto from time to time , the Lenders party thereto from time to time and CoBank , ACB , as the Administrative Agent . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement .


Reference is made to (i)the Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), by and among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and the Administrative Agent, (ii)the Security Agreement as defined in the Credit Agreement and (iii)the other Loan Documents as defined in the Credit Agreement.

Reference is made to ( i ) the Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , by and among the Borrower , the Guarantors party thereto from time to time , the Lenders party thereto from time to time and the Administrative Agent , ( ii ) the Security Agreement as defined in the Credit Agreement and ( iii ) the other Loan Documents as defined in the Credit Agreement .


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTOR JOINDER OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTOR JOINDER AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTOR JOINDER OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ( WHETHER BASED ON CONTRACT , TORT OR ANY OTHER THEORY ) . EACH PARTY HERETO ( A ) CERTIFIES THAT NO REPRESENTATIVE , AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED , EXPRESSLY OR OTHERWISE , THAT SUCH OTHER PERSON WOULD NOT , IN THE EVENT OF LITIGATION , SEEK TO ENFORCE THE FOREGOING WAIVER AND ( B ) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTOR JOINDER AND THE OTHER LOAN DOCUMENTS BY , AMONG OTHER THINGS , THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH .


Re: Credit Agreement (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), dated as of February24, 2017 , among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and CoBank, ACB, in its capacity as administrative agent thereunder (the Administrative Agent).

Re : Credit Agreement ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , dated as of February24 , 2017 , among the Borrower , the Guarantors party thereto from time to time , the Lenders party thereto from time to time , and CoBank , ACB , in its capacity as administrative agent thereunder ( the Administrative Agent ) .


b. Intellectual Property. Except as set forth on Schedule 6(b), there are no Patents, Copyrights, Trademarks , and Domain Names registered or for which applications are pending or licenses have been entered into (other than non- exclusive licenses for commercially available software) in the name of any of the Loan Parties.

b . Intellectual Property . Except as set forth on Schedule 6 ( b ) , there are no Patents , Copyrights , Trademarks , and Domain Names registered or for which applications are pending or licenses have been entered into ( other than non - exclusive licenses for commercially available software ) in the name of any of the Loan Parties .


HAWAIIAN TELCOM HOLDINGS,INC., < br/>

HAWAIIAN TELCOM HOLDINGS , INC . , & lt ; br / & gt ;


FOR VALUE RECEIVED, the undersigned, HAWAIIAN TELCOM COMMUNICATIONS,INC., a Delaware corporation (herein called the Borrower), hereby unconditionally promises to pay [] (the Lender), or its registered assigns, at the office of the Administrative Agent (as defined below) at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 , the lesser of (i)the principal sum of [] AND [NO]/100 DOLLARS (US$[]), or (ii)the aggregate unpaid principal balance of all Revolving Loans made by the Lender to the Borrower pursuant to Section2.2 of that certain Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and CoBank, ACB, as administrative agent (hereinafter referred to in such capacity as the Administrative Agent), together with all outstanding interest thereon on the Maturity Date.

FOR VALUE RECEIVED , the undersigned , HAWAIIAN TELCOM COMMUNICATIONS , INC . , a Delaware corporation ( herein called the Borrower ) , hereby unconditionally promises to pay [ ] ( the Lender ) , or its registered assigns , at the office of the Administrative Agent ( as defined below ) at 6340 S . Fiddlers Green Circle , Greenwood Village , Colorado 80111 , the lesser of ( i ) the principal sum of [ ] AND [ NO ] / 100 DOLLARS ( US $ [ ] ) , or ( ii ) the aggregate unpaid principal balance of all Revolving Loans made by the Lender to the Borrower pursuant to Section2 . 2 of that certain Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , among the Borrower , the Guarantors now or hereafter party thereto , the Lenders now or hereafter party thereto and CoBank , ACB , as administrative agent ( hereinafter referred to in such capacity as the Administrative Agent ) , together with all outstanding interest thereon on the Maturity Date .


FOR VALUE RECEIVED, the undersigned, HAWAIIAN TELCOM COMMUNICATIONS,INC., a Delaware corporation (herein called the Borrower), unconditionally promises to pay [] (the Lender), or its registered assigns, at the office of the Administrative Agent (as defined below) at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 , the lesser of (i)the principal sum of [] AND [NO]/100 DOLLARS (US$[]), or (ii)the aggregate unpaid principal balance of all the Swing Line Loans made by the Lender to the Borrower pursuant to Section2.3 of that certain Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and CoBank, ACB, as administrative agent (hereinafter referred to in such capacity as the Administrative Agent), together with all outstanding interest thereon on the Maturity Date.

FOR VALUE RECEIVED , the undersigned , HAWAIIAN TELCOM COMMUNICATIONS , INC . , a Delaware corporation ( herein called the Borrower ) , unconditionally promises to pay [ ] ( the Lender ) , or its registered assigns , at the office of the Administrative Agent ( as defined below ) at 6340 S . Fiddlers Green Circle , Greenwood Village , Colorado 80111 , the lesser of ( i ) the principal sum of [ ] AND [ NO ] / 100 DOLLARS ( US $ [ ] ) , or ( ii ) the aggregate unpaid principal balance of all the Swing Line Loans made by the Lender to the Borrower pursuant to Section2 . 3 of that certain Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , among the Borrower , the Guarantors now or hereafter party thereto , the Lenders now or hereafter party thereto and CoBank , ACB , as administrative agent ( hereinafter referred to in such capacity as the Administrative Agent ) , together with all outstanding interest thereon on the Maturity Date .


This Swing Line Note and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Swing Line Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction.

This Swing Line Note and the other Loan Documents and any claims , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Swing Line Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by , and construed in accordance with , the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction .


FOR VALUE RECEIVED, the undersigned, HAWAIIAN TELCOM COMMUNICATIONS,INC., a Delaware corporation (herein called the Borrower), hereby unconditionally promises to pay [] (the Lender), or its registered assigns, at the office of the Administrative Agent (as defined below) at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 , the lesser of (i)the principal sum of [] AND [NO]/100 DOLLARS (US$[]), or (ii)the unpaid principal balance of the Term Loan A-1 made by the Lender to the Borrower pursuant to Section2.1 of that certain Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and CoBank, ACB, as administrative agent (hereinafter referred to in such capacity as the Administrative Agent), together with all outstanding interest thereon on the Maturity Date.

FOR VALUE RECEIVED , the undersigned , HAWAIIAN TELCOM COMMUNICATIONS , INC . , a Delaware corporation ( herein called the Borrower ) , hereby unconditionally promises to pay [ ] ( the Lender ) , or its registered assigns , at the office of the Administrative Agent ( as defined below ) at 6340 S . Fiddlers Green Circle , Greenwood Village , Colorado 80111 , the lesser of ( i ) the principal sum of [ ] AND [ NO ] / 100 DOLLARS ( US $ [ ] ) , or ( ii ) the unpaid principal balance of the Term Loan A-1 made by the Lender to the Borrower pursuant to Section2 . 1 of that certain Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , among the Borrower , the Guarantors now or hereafter party thereto , the Lenders now or hereafter party thereto and CoBank , ACB , as administrative agent ( hereinafter referred to in such capacity as the Administrative Agent ) , together with all outstanding interest thereon on the Maturity Date .


This Term Loan A-1 Note and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Term Loan A-1 Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction.

This Term Loan A-1 Note and the other Loan Documents and any claims , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Term Loan A-1 Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by , and construed in accordance with , the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction .


This Term Loan A-2 Note and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Term Loan A-2 Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction.

This Term Loan A-2 Note and the other Loan Documents and any claims , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Term Loan A-2 Note or the other Loan Documents and the transactions contemplated hereby and thereby shall be governed by , and construed in accordance with , the Law of the State of New York without regard to conflicts of law principles that require or permit application of the Laws of any other state or jurisdiction .


FOR VALUE RECEIVED, the undersigned, HAWAIIAN TELCOM COMMUNICATIONS,INC., a Delaware corporation (herein called the Borrower), hereby unconditionally promises to pay [] (the Lender), or its registered assigns, at the office of the Administrative Agent (as defined below) at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 , the lesser of (i)the principal sum of [] AND [NO]/100 DOLLARS (US$[]), or (ii)the [aggregate] unpaid principal balance of [all][the] Incremental Term Loan[s] under Tranche No.[] of the Incremental Term Loan Facility made by the Lender to the Borrower pursuant to Section2.1 of that certain Credit Agreement, dated as of February24, 2017 (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto and CoBank, ACB, as administrative agent (hereinafter referred to in such capacity as the Administrative Agent), together with all outstanding interest thereon on the Maturity Date.

FOR VALUE RECEIVED , the undersigned , HAWAIIAN TELCOM COMMUNICATIONS , INC . , a Delaware corporation ( herein called the Borrower ) , hereby unconditionally promises to pay [ ] ( the Lender ) , or its registered assigns , at the office of the Administrative Agent ( as defined below ) at 6340 S . Fiddlers Green Circle , Greenwood Village , Colorado 80111 , the lesser of ( i ) the principal sum of [ ] AND [ NO ] / 100 DOLLARS ( US $ [ ] ) , or ( ii ) the [ aggregate ] unpaid principal balance of [ all ] [ the ] Incremental Term Loan [ s ] under Tranche No . [ ] of the Incremental Term Loan Facility made by the Lender to the Borrower pursuant to Section2 . 1 of that certain Credit Agreement , dated as of February24 , 2017 ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , among the Borrower , the Guarantors now or hereafter party thereto , the Lenders now or hereafter party thereto and CoBank , ACB , as administrative agent ( hereinafter referred to in such capacity as the Administrative Agent ) , together with all outstanding interest thereon on the Maturity Date .


Re: Credit Agreement (as amended, modified, supplemented, extended or restated from time to time, the Credit Agreement), dated as of February24, 2017 , among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and CoBank, ACB, in its capacity as administrative agent thereunder (the Administrative Agent).

Re : Credit Agreement ( as amended , modified , supplemented , extended or restated from time to time , the Credit Agreement ) , dated as of February24 , 2017 , among the Borrower , the Guarantors party thereto from time to time , the Lenders party thereto from time to time and CoBank , ACB , in its capacity as administrative agent thereunder ( the Administrative Agent ) .


this Agreement and to make its Incremental Term Loans, (iv)it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to make its Incremental Term Loans , and (v)attached to this Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b)agrees that (i)it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii)it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

this Agreement and to make its Incremental Term Loans , ( iv ) it has , independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate , made its own credit analysis and decision to enter into this Agreement and to make its Incremental Term Loans , and ( v ) attached to this Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement , duly completed and executed by it ; and ( b ) agrees that ( i ) it will , independently and without reliance on the Administrative Agent or any other Lender , and based on such documents and information as it shall deem appropriate at the time , continue to make its own credit decisions in taking or not taking action under the Loan Documents , and ( ii ) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender .


COBANK, ACB , as Administrative Agent ---|--- INCREMENTAL TERM

COBANK , ACB , as Administrative Agent - - - | - - - INCREMENTAL TERM


Uniform Commercial Code or UCC shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York ; provided that if, by reason of Law, the validity or perfection of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, then as to the validity or perfection, as the case may be, of such security interest, Uniform Commercial Code shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdictions.

Uniform Commercial Code or UCC shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York ; provided that if , by reason of Law , the validity or perfection of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York , then as to the validity or perfection , as the case may be , of such security interest , Uniform Commercial Code shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdictions .


3.2 Security Interests; Filings. This Agreement, together with (A)the filing of duly completed Uniform Commercial Code financing statements (i)naming each Grantor as debtor, (ii)naming the Administrative Agent as secured party, and (iii)indicating the Collateral, in the jurisdictions set forth with respect to such Grantor in AnnexB hereto, (B) the filing of duly completed and executed grants of security interest in the forms set forth as ExhibitsB and C with the U.S. Copyright Office or the U.S. Patent and Trademark Office, with regard to federally registered Copyright Collateral, Patent Collateral, and Trademark Collateral of each Grantor, as the case may be, (C)the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of Sections9-106 and 8-106 (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, (D)the notation of the Administrative Agents Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and (E)the delivery to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall (i)constitute a valid and perfected security interest in and Lien upon the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, to the extent a security interest therein can be perfected by such filings, possession or control, as applicable, superior and prior to the rights of all other Persons therein (except for Permitted Liens that by operation of Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Article9 of the Uniform Commercial Code or from the filing requirements under such Article9 by reason of Section9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.

3 . 2 Security Interests ; Filings . This Agreement , together with ( A ) the filing of duly completed Uniform Commercial Code financing statements ( i ) naming each Grantor as debtor , ( ii ) naming the Administrative Agent as secured party , and ( iii ) indicating the Collateral , in the jurisdictions set forth with respect to such Grantor in AnnexB hereto , ( B ) the filing of duly completed and executed grants of security interest in the forms set forth as ExhibitsB and C with the U . S . Copyright Office or the U . S . Patent and Trademark Office , with regard to federally registered Copyright Collateral , Patent Collateral , and Trademark Collateral of each Grantor , as the case may be , ( C ) the execution by the issuer , securities intermediary or commodity intermediary of a control agreement satisfying the requirements of Sections9-106 and 8-106 ( or its successor provision ) of the Uniform Commercial Code with regard to Investment Property , ( D ) the notation of the Administrative Agents Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and ( E ) the delivery to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral , together with undated stock powers or other instruments of assignment , as applicable , duly executed in blank ( and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim ) , creates and at all times shall ( i ) constitute a valid and perfected security interest in and Lien upon the Collateral in favor of the Administrative Agent , for the benefit of itself and the other Secured Parties , to the extent a security interest therein can be perfected by such filings , possession or control , as applicable , superior and prior to the rights of all other Persons therein ( except for Permitted Liens that by operation of Law or contract would have first priority ) , and no other or additional filings , registrations , recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest , other than actions required with respect to Collateral of the types excluded from Article9 of the Uniform Commercial Code or from the filing requirements under such Article9 by reason of Section9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code .


interest in favor of the Administrative Agent provided for herein or in any other Collateral Document to which it is a party, except for (A)the filings described in Section3.2, (B)in the case of Accounts owing from any federal governmental agency or authority, the filing by the Administrative Agent of a notice of assignment in accordance with the Federal Assignment of Claims Act of 1940 , (C)in the case of Equity Interests, such filings and approvals as may be required in connection with a disposition of any such Collateral by Law affecting the offering and sale of securities generally, and (D)any assignment or transfer of control of any License required in connection with the exercise of the remedies set forth in ArticleVI.

interest in favor of the Administrative Agent provided for herein or in any other Collateral Document to which it is a party , except for ( A ) the filings described in Section3 . 2 , ( B ) in the case of Accounts owing from any federal governmental agency or authority , the filing by the Administrative Agent of a notice of assignment in accordance with the Federal Assignment of Claims Act of 1940 , ( C ) in the case of Equity Interests , such filings and approvals as may be required in connection with a disposition of any such Collateral by Law affecting the offering and sale of securities generally , and ( D ) any assignment or transfer of control of any License required in connection with the exercise of the remedies set forth in ArticleVI .


(A) Each Grantor has registered, or is taking all commercially reasonable steps to register, all such Grantors Material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks , and Trademark Licenses with the U.S. Copyright Office, the U.S. Patent and Trademark Office or any applicable office or agency in any other country or political subdivision. AnnexesD, E, and F correctly set forth all such Material Copyrights, Copyright Licenses (other than non-exclusive licenses for commercially available software), Patents, Patent Licenses (other than non-exclusive licenses for commercially available software), Trademarks, and Trademark Licenses (including, in each case, all applications for registrations thereof) as of the date hereof or as of the date of the most recent Compliance Certificate that are used or proposed to be used in any Grantors business. Except to the extent such failure could not reasonably be expected to result in a Material Adverse Effect, (i)each Grantor owns all of such Grantors Material Copyrights, Patents , and Trademarks and possess the valid right to use all of the licensed copyrights, patents and trademarks subject to and in accordance with the Copyright Licenses, Patent Licenses and Trademark Licenses; (ii)all registrations of such Copyrights, Patents, or Trademarks have been validly issued under Law and are in full force and effect; (iii)all applicable maintenance fees, affidavits and other filings or payments are current; (iv)to the knowledge of such Grantor, no claim has been made in writing that any of such Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, or Trademark Licenses are invalid or unenforceable; and (v)to the knowledge of such Grantor, no other Person is presently infringing upon the rights of such Grantor with regard to any of such Copyrights, Patents, or Trademarks, or infringing the underlying intellectual property of the Copyright Licenses, Patent Licenses or Trademark Licenses. For the avoidance of doubt, each reference in this Agreement to a Grantors Material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks , and Trademark Licenses (and similar constructions) refers to such Grantors Material Copyrights, Material Copyright Licenses, Material Patents, Material Patent Licenses, Material Trademarks, and Material Trademark Licenses, as applicable.

( A ) Each Grantor has registered , or is taking all commercially reasonable steps to register , all such Grantors Material Copyrights , Copyright Licenses , Patents , Patent Licenses , Trademarks , and Trademark Licenses with the U . S . Copyright Office , the U . S . Patent and Trademark Office or any applicable office or agency in any other country or political subdivision . AnnexesD , E , and F correctly set forth all such Material Copyrights , Copyright Licenses ( other than non-exclusive licenses for commercially available software ) , Patents , Patent Licenses ( other than non-exclusive licenses for commercially available software ) , Trademarks , and Trademark Licenses ( including , in each case , all applications for registrations thereof ) as of the date hereof or as of the date of the most recent Compliance Certificate that are used or proposed to be used in any Grantors business . Except to the extent such failure could not reasonably be expected to result in a Material Adverse Effect , ( i ) each Grantor owns all of such Grantors Material Copyrights , Patents , and Trademarks and possess the valid right to use all of the licensed copyrights , patents and trademarks subject to and in accordance with the Copyright Licenses , Patent Licenses and Trademark Licenses ; ( ii ) all registrations of such Copyrights , Patents , or Trademarks have been validly issued under Law and are in full force and effect ; ( iii ) all applicable maintenance fees , affidavits and other filings or payments are current ; ( iv ) to the knowledge of such Grantor , no claim has been made in writing that any of such Copyrights , Copyright Licenses , Patents , Patent Licenses , Trademarks , or Trademark Licenses are invalid or unenforceable ; and ( v ) to the knowledge of such Grantor , no other Person is presently infringing upon the rights of such Grantor with regard to any of such Copyrights , Patents , or Trademarks , or infringing the underlying intellectual property of the Copyright Licenses , Patent Licenses or Trademark Licenses . For the avoidance of doubt , each reference in this Agreement to a Grantors Material Copyrights , Copyright Licenses , Patents , Patent Licenses , Trademarks , and Trademark Licenses ( and similar constructions ) refers to such Grantors Material Copyrights , Material Copyright Licenses , Material Patents , Material Patent Licenses , Material Trademarks , and Material Trademark Licenses , as applicable .


(A) (i) Each Grantor will, at its own expense, execute and deliver upon the request of the Administrative Agent, fully completed grants of security interests in the forms of ExhibitsB and C, as applicable, in the U.S. Copyright Office or the U.S. Patent and Trademark Office pursuant to 35 U.S.C. 261 , 15 U.S.C. 1060 or 17 U.S.C. 205 , as applicable, with regard to any Material registered United States Copyright, Patent, or Trademark, as the case may be, described in AnnexesD, E, and F hereto. In the event that after the date hereof any Grantor shall acquire any Material registered Copyright, Copyright License, Patent, Patent License, Trademark , or Trademark License or effect any registration of any Material Copyright, Copyright License, Patent, Patent License, Trademark , or Trademark License (including, in each case, any application for registration thereof), whether within the United States or any other country or jurisdiction, such Grantor shall furnish written notice thereof to the Administrative Agent as required by Section6.1 of the Credit Agreement, and upon request of the Administrative Agent, such Grantor shall additionally, at its own expense, execute and deliver with regard to any Material registered United States Copyrights, Patents, and Trademarks, fully completed grants of security interest in the forms of ExhibitsB and C, as applicable, together in all instances with any other agreements, instruments and documents that the Administrative Agent may reasonably request from time to time to further effect and/or confirm the assignment and grant of security interest created by this Agreement in such Material Copyright, Patent or Trademark. Each Grantor hereby appoints the Administrative Agent its attorney- in-fact to execute, deliver and record any and all such agreements, instruments and documents for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an interest, shall be irrevocable for so long as this Agreement shall be in effect with respect to such Grantor.

( A ) ( i ) Each Grantor will , at its own expense , execute and deliver upon the request of the Administrative Agent , fully completed grants of security interests in the forms of ExhibitsB and C , as applicable , in the U . S . Copyright Office or the U . S . Patent and Trademark Office pursuant to 35 U . S . C . 261 , 15 U . S . C . 1060 or 17 U . S . C . 205 , as applicable , with regard to any Material registered United States Copyright , Patent , or Trademark , as the case may be , described in AnnexesD , E , and F hereto . In the event that after the date hereof any Grantor shall acquire any Material registered Copyright , Copyright License , Patent , Patent License , Trademark , or Trademark License or effect any registration of any Material Copyright , Copyright License , Patent , Patent License , Trademark , or Trademark License ( including , in each case , any application for registration thereof ) , whether within the United States or any other country or jurisdiction , such Grantor shall furnish written notice thereof to the Administrative Agent as required by Section6 . 1 of the Credit Agreement , and upon request of the Administrative Agent , such Grantor shall additionally , at its own expense , execute and deliver with regard to any Material registered United States Copyrights , Patents , and Trademarks , fully completed grants of security interest in the forms of ExhibitsB and C , as applicable , together in all instances with any other agreements , instruments and documents that the Administrative Agent may reasonably request from time to time to further effect and / or confirm the assignment and grant of security interest created by this Agreement in such Material Copyright , Patent or Trademark . Each Grantor hereby appoints the Administrative Agent its attorney - in-fact to execute , deliver and record any and all such agreements , instruments and documents for the foregoing purposes , all acts of such attorney being hereby ratified and confirmed and such power , being coupled with an interest , shall be irrevocable for so long as this Agreement shall be in effect with respect to such Grantor .


(E) Each Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any Material Copyright, Patent or Trademark used in the conduct of such Grantors business may become abandoned or dedicated to the public, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the U.S. Copyright Office, U.S. Patent and Trademark Office or any court) regarding (i)such Grantors ownership of any Material Copyright, Patent, or Trademark, its right to register the same, or to keep and maintain or license the same or (ii)the underlying intellectual property of such Grantors Material Copyright Licenses, Patent Licenses, or Trademark Licenses (other than under licenses of commercially available software).

( E ) Each Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any Material Copyright , Patent or Trademark used in the conduct of such Grantors business may become abandoned or dedicated to the public , or of any material adverse determination or development ( including the institution of , or any such determination or development in , any proceeding in the U . S . Copyright Office , U . S . Patent and Trademark Office or any court ) regarding ( i ) such Grantors ownership of any Material Copyright , Patent , or Trademark , its right to register the same , or to keep and maintain or license the same or ( ii ) the underlying intellectual property of such Grantors Material Copyright Licenses , Patent Licenses , or Trademark Licenses ( other than under licenses of commercially available software ) .


Patents, Patent Licenses, Trademarks, Trademark Licenses or Domain Names useful for its business or otherwise of material commercial value (and to obtain the relevant grant or registration) and to maintain each registration of any Material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks , Trademark Licenses and Domain Names useful for its business or otherwise of material commercial value, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and maintenance fees, and, if consistent with sound business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

Patents , Patent Licenses , Trademarks , Trademark Licenses or Domain Names useful for its business or otherwise of material commercial value ( and to obtain the relevant grant or registration ) and to maintain each registration of any Material Copyrights , Copyright Licenses , Patents , Patent Licenses , Trademarks , Trademark Licenses and Domain Names useful for its business or otherwise of material commercial value , including the filing of applications for renewal , affidavits of use , affidavits of incontestability and maintenance fees , and , if consistent with sound business judgment , to initiate opposition , interference and cancellation proceedings against third parties .


(K) Each Grantor for its Material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks , Trademark Licenses, Domain Names and Domain Name Licenses shall keep current all applicable maintenance fees, affidavits and other filings or payments.

( K ) Each Grantor for its Material Copyrights , Copyright Licenses , Patents , Patent Licenses , Trademarks , Trademark Licenses , Domain Names and Domain Name Licenses shall keep current all applicable maintenance fees , affidavits and other filings or payments .


4.14 Control Agreements. Each Grantor will cooperate with the Administrative Agent in obtaining a control agreement sufficient to perfect the Administrative Agents security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and in taking such other reasonable actions as may be requested by the Administrative Agent from time to time with respect to any Collateral in which a security interest may be perfected by control under the Uniform Commercial Code and with respect to which control agreements are required under Sections4.13 or 4.15.

4 . 14 Control Agreements . Each Grantor will cooperate with the Administrative Agent in obtaining a control agreement sufficient to perfect the Administrative Agents security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent , and in taking such other reasonable actions as may be requested by the Administrative Agent from time to time with respect to any Collateral in which a security interest may be perfected by control under the Uniform Commercial Code and with respect to which control agreements are required under Sections4 . 13 or 4 . 15 .


options pertaining to such Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of such Equity Interests upon the merger, consolidation, reorganization, reclassification, combination of shares or interests, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Equity Interests), and in connection therewith, the right to deposit and deliver any and all of such Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine, and give all consents, waivers and ratifications with respect to such Equity Interests, all without liability except to account for any property actually received by it, but the Administrative Agent shall have no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for any failure to do so or delay in so doing; and for the foregoing purposes each Grantor will promptly execute and deliver or cause to be executed and delivered to the Administrative Agent, upon request, all such proxies and other instruments as the Administrative Agent may request to enable the Administrative Agent to exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE TRUE AND LAWFUL PROXY AND ATTORNEY- IN-FACT OF SUCH GRANTOR, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE ALL SUCH VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY OR EQUITY INTERESTS CONSTITUTING PARTOF THE COLLATERAL WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST,IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT;

options pertaining to such Equity Interests as if it were the absolute owner thereof ( including the right to exchange at its discretion any and all of such Equity Interests upon the merger , consolidation , reorganization , reclassification , combination of shares or interests , similar rearrangement or other similar fundamental change in the structure of the applicable issuer , or upon the exercise by any Grantor or the Administrative Agent of any right , privilege or option pertaining to such Equity Interests ) , and in connection therewith , the right to deposit and deliver any and all of such Equity Interests with any committee , depositary , transfer agent , registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine , and give all consents , waivers and ratifications with respect to such Equity Interests , all without liability except to account for any property actually received by it , but the Administrative Agent shall have no duty to exercise any such right , privilege or option or give any such consent , waiver or ratification and shall not be responsible for any failure to do so or delay in so doing ; and for the foregoing purposes each Grantor will promptly execute and deliver or cause to be executed and delivered to the Administrative Agent , upon request , all such proxies and other instruments as the Administrative Agent may request to enable the Administrative Agent to exercise such rights and powers ; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF , EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE TRUE AND LAWFUL PROXY AND ATTORNEY - IN-FACT OF SUCH GRANTOR , WITH FULL POWER OF SUBSTITUTION IN THE PREMISES , TO EXERCISE ALL SUCH VOTING , CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY OR EQUITY INTERESTS CONSTITUTING PARTOF THE COLLATERAL WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME , WHICH PROXY AND POWER OF ATTORNEY , BEING COUPLED WITH AN INTEREST , IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT ;


8.4 Complete Agreement; Amendments, Waivers ,etc. This Agreement represents the final agreement of the parties hereto with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the parties. No amendment, modification, waiver, discharge or termination of any provision hereof, nor any consent to any departure by any Grantor from, any provision of this Agreement, shall be effective unless in a writing executed and delivered in accordance with Section11.1 of the Credit Agreement, and then the same shall be effective only in the specific instance and for the specific purpose for which given; provided that the Grantors shall provide the Administrative Agent with updated Annexes hereto as required by the terms of this Agreement and Section6.1(e)(xi)(B)of the Credit Agreement, which shall, upon delivery by the Grantors and acceptance by the Administrative Agent or the Required Lenders, be deemed to replace the then existing Annexes, and each such delivery shall constitute a representation by the Grantors of the accuracy and completeness of such updated Annexes. Delivery of such updated Annexes shall not be deemed to waive any Default or Event of Default relating thereto (if any) unless the sole Default or Event of Default results from the failure of the Grantors to notify the Administrative Agent of an event or condition disclosed on such updated Annex and such event or condition is otherwise permitted under the Loan Documents. In the absence of the preparation and delivery of an updated AnnexH reflecting such new Deposit Account, any description in any notice of any newly acquired or opened Deposit Account delivered by the Borrower to the Administrative Agent pursuant to Section4.13 of this Agreement or otherwise shall be deemed incorporated by reference into AnnexH.

8 . 4 Complete Agreement ; Amendments , Waivers , etc . This Agreement represents the final agreement of the parties hereto with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements , or subsequent oral agreements , between the parties . No amendment , modification , waiver , discharge or termination of any provision hereof , nor any consent to any departure by any Grantor from , any provision of this Agreement , shall be effective unless in a writing executed and delivered in accordance with Section11 . 1 of the Credit Agreement , and then the same shall be effective only in the specific instance and for the specific purpose for which given ; provided that the Grantors shall provide the Administrative Agent with updated Annexes hereto as required by the terms of this Agreement and Section6 . 1 ( e ) ( xi ) ( B ) of the Credit Agreement , which shall , upon delivery by the Grantors and acceptance by the Administrative Agent or the Required Lenders , be deemed to replace the then existing Annexes , and each such delivery shall constitute a representation by the Grantors of the accuracy and completeness of such updated Annexes . Delivery of such updated Annexes shall not be deemed to waive any Default or Event of Default relating thereto ( if any ) unless the sole Default or Event of Default results from the failure of the Grantors to notify the Administrative Agent of an event or condition disclosed on such updated Annex and such event or condition is otherwise permitted under the Loan Documents . In the absence of the preparation and delivery of an updated AnnexH reflecting such new Deposit Account , any description in any notice of any newly acquired or opened Deposit Account delivered by the Borrower to the Administrative Agent pursuant to Section4 . 13 of this Agreement or otherwise shall be deemed incorporated by reference into AnnexH .


(A) THE ADMINISTRATIVE AGENT AND EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAYBE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW,IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN

( A ) THE ADMINISTRATIVE AGENT AND EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS , FOR ITSELF AND ITS PROPERTY , TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK , NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF NEW YORK , AND ANY APPELLATE COURT FROM ANY THEREOF , IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT , OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT , AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAYBE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR , TO THE FULLEST EXTENT PERMITTED BY LAW , IN SUCH FEDERAL COURT . EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW . NOTHING IN THIS AGREEMENT OR IN


8.11 Waiver of Jury Trial. EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

8 . 11 Waiver of Jury Trial . EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ( WHETHER BASED ON CONTRACT , TORT OR ANY OTHER THEORY ) . EACH PARTY HERETO ( A ) CERTIFIES THAT NO REPRESENTATIVE , AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED , EXPRESSLY OR OTHERWISE , THAT SUCH OTHER PERSON WOULD NOT , IN THE EVENT OF LITIGATION , SEEK TO ENFORCE THE FOREGOING WAIVER AND ( B ) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY , AMONG OTHER THINGS , THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .


HAWAIIAN TELCOM COMMUNICATIONS, INC., as a Grantor ---|---

HAWAIIAN TELCOM COMMUNICATIONS , INC . , as a Grantor - - - | - - -


COBANK, ACB , as the Administrative Agent

COBANK , ACB , as the Administrative Agent


LEGAL NAME, JURISDICTION OF ORGANIZATION, FEDERAL TAX IDENTIFICATION NUMBER, ORGANIZATIONAL IDENTIFICATION NUMBER, MAILING ADDRESS, LOCATIONS OF CHIEF EXECUTIVE OFFICES, TRADENAMES

LEGAL NAME , JURISDICTION OF ORGANIZATION , FEDERAL TAX IDENTIFICATION NUMBER , ORGANIZATIONAL IDENTIFICATION NUMBER , MAILING ADDRESS , LOCATIONS OF CHIEF EXECUTIVE OFFICES , TRADENAMES


MATERIAL PATENTS, PATENT LICENSES AND APPLICATIONS

MATERIAL PATENTS , PATENT LICENSES AND APPLICATIONS


WHEREAS, Grantor has entered into a Pledge and Security Agreement (as amended, modified, restated or supplemented from time to time, the Pledge Agreement), dated as of [ ], 2017, in which Grantor has agreed with CoBank, ACB, as the Administrative Agent (the Administrative Agent), with offices at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111, to execute this grant of security interest;

WHEREAS , Grantor has entered into a Pledge and Security Agreement ( as amended , modified , restated or supplemented from time to time , the Pledge Agreement ) , dated as of [ ] , 2017 , in which Grantor has agreed with CoBank , ACB , as the Administrative Agent ( the Administrative Agent ) , with offices at 6340 S . Fiddlers Green Circle , Greenwood Village , Colorado 80111 , to execute this grant of security interest ;


(o)Indebtedness or Contingent Obligations related to co-borrower or guaranty obligations of the Borrower or its Subsidiaries with respect to loans or leases obtained by independent contractors of the Borrower or its Subsidiaries for the purpose of such independent contractor acquiring trucks or trailers; provided that the aggregate amount of all such Indebtedness or Contingent Obligations, together with the aggregate amount of Investments permitted under Section 6.20(j), shall not exceed $15,000,000 at any one time outstanding, less any such Indebtedness or Contingent Obligations with respect to loans that are repaid or otherwise released after the Forbearance Effective Date; provided further that no such Indebtedness or Contingent Obligation shall be incurred with respect to loans (but may be incurred with respect to leases) from and after the Forbearance Effective Date , but any such Indebtedness or Contingent Obligation outstanding prior to the Effective Date may remain outstanding;

( o ) Indebtedness or Contingent Obligations related to co-borrower or guaranty obligations of the Borrower or its Subsidiaries with respect to loans or leases obtained by independent contractors of the Borrower or its Subsidiaries for the purpose of such independent contractor acquiring trucks or trailers ; provided that the aggregate amount of all such Indebtedness or Contingent Obligations , together with the aggregate amount of Investments permitted under Section 6 . 20 ( j ) , shall not exceed $ 15 , 000 , 000 at any one time outstanding , less any such Indebtedness or Contingent Obligations with respect to loans that are repaid or otherwise released after the Forbearance Effective Date ; provided further that no such Indebtedness or Contingent Obligation shall be incurred with respect to loans ( but may be incurred with respect to leases ) from and after the Forbearance Effective Date , but any such Indebtedness or Contingent Obligation outstanding prior to the Effective Date may remain outstanding ;


(g)(i) Travel and similar advances to employees or independent contractors in the ordinary course of business and (ii)other loans to independent contractors and other service providers in the ordinary course of business, in the case of clause(ii) not to exceed $5,000,000 in the aggregate at any time outstanding, less any amounts repaid after the Forbearance Effective Date; provided that no such Investments or commitments under clause(ii) shall be made from and after the Forbearance Effective Date , but any such Investments or commitments outstanding or in effect prior to the Effective Date may remain outstanding or in effect;

( g ) ( i ) Travel and similar advances to employees or independent contractors in the ordinary course of business and ( ii ) other loans to independent contractors and other service providers in the ordinary course of business , in the case of clause ( ii ) not to exceed $ 5 , 000 , 000 in the aggregate at any time outstanding , less any amounts repaid after the Forbearance Effective Date ; provided that no such Investments or commitments under clause ( ii ) shall be made from and after the Forbearance Effective Date , but any such Investments or commitments outstanding or in effect prior to the Effective Date may remain outstanding or in effect ;


7.5.No Adverse Claim. Borrower and each Credit Party warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give Borrower or such Credit Party a basis to assert a defense, offset, or counterclaim to any claim of the Lenders with respect to the Obligations.

7 . 5 . No Adverse Claim . Borrower and each Credit Party warrants , acknowledges , and agrees that no events have taken place and no circumstances exist at the date hereof that would give Borrower or such Credit Party a basis to assert a defense , offset , or counterclaim to any claim of the Lenders with respect to the Obligations .


Section9.Affirmation of Credit Agreement, Further References, Affirmation of Liens . The Agent, the Lenders and Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as amended by this Amendment. Borrower confirms to the Agent and the Lenders that the Obligations are and continue to be secured by the Liens granted by Borrower in favor of the Agent for the benefit of the Lenders under the Collateral Documents, and all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants, and representations of Borrower and the Credit Parties under such documents and any and all other documents and agreements entered into with respect to the Obligations under the Credit Agreement are hereby ratified and affirmed in all respects by Borrower.

Section9 . Affirmation of Credit Agreement , Further References , Affirmation of Liens . The Agent , the Lenders and Borrower each acknowledge and affirm that the Credit Agreement , as hereby amended , is hereby ratified and confirmed in all respects and all terms , conditions , and provisions of the Credit Agreement , except as amended by this Amendment , shall remain unmodified and in full force and effect . All references in any document or instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as amended by this Amendment . Borrower confirms to the Agent and the Lenders that the Obligations are and continue to be secured by the Liens granted by Borrower in favor of the Agent for the benefit of the Lenders under the Collateral Documents , and all of the terms , conditions , provisions , agreements , requirements , promises , obligations , duties , covenants , and representations of Borrower and the Credit Parties under such documents and any and all other documents and agreements entered into with respect to the Obligations under the Credit Agreement are hereby ratified and affirmed in all respects by Borrower .


Section15.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL LENDERS, THEIR HOLDING COMPANIES, AND THEIR AFFILIATES.

Section15 . Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK , WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF , BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL LENDERS , THEIR HOLDING COMPANIES , AND THEIR AFFILIATES .


/s/ James P. Cecil Name: James P. Cecil Title: | | Vice President 800 Nicollet Mall Minneapolis, MN 55402 --- With a copy to: Dorsey& Whitney, LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55419 Attention: Peter T. Nelson Telephone: (612) 492-6033 Fax: (612) 677-3326 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / James P . Cecil Name : James P . Cecil Title : | | Vice President 800 Nicollet Mall Minneapolis , MN 55402 - - - With a copy to : Dorsey & amp ; Whitney , LLP 50 South Sixth Street , Suite 1500 Minneapolis , MN 55419 Attention : Peter T . Nelson Telephone : ( 612 ) 492-6033 Fax : ( 612 ) 677-3326 [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ Tom Gurbach Name: Tom Gurbach Title: Vice President Centralized Loan Administration 500 First Ave, 4th Floor Pittsburgh, PA15219 Attention: Tina Dalessandri Telephone: 412-762-7931 Fax: 412-705-2263 1900 East Ninth Street Mail Stop LOC: B7-YB13-22-08 Cleveland, OH44114 Attention : Tom Gurbach Telephone: 216-222-9324 Fax: 216-222-0383 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Tom Gurbach Name : Tom Gurbach Title : Vice President Centralized Loan Administration 500 First Ave , 4th Floor Pittsburgh , PA15219 Attention : Tina Dalessandri Telephone : 412-762-7931 Fax : 412-705-2263 1900 East Ninth Street Mail Stop LOC : B7-YB13-22-08 Cleveland , OH44114 Attention : Tom Gurbach Telephone : 216-222-9324 Fax : 216-222-0383 [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ Charles Randolph Name: Charles Randolph Title: Senior Vice President 311 South Wacker Drive, Suite 2590 Mail Code: IL-CH-SW-LPO Chicago, IL 60606 Attention: Charles F. Randolph Telephone: (312) 279-2002 FAX: (312) 279-2001 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Charles Randolph Name : Charles Randolph Title : Senior Vice President 311 South Wacker Drive , Suite 2590 Mail Code : IL-CH-SW-LPO Chicago , IL 60606 Attention : Charles F . Randolph Telephone : ( 312 ) 279-2002 FAX : ( 312 ) 279-2001 [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ T. Kevin Powells Name: T. Kevin Powells Title: Director 445 S. Figueroa St., 16th Floor G16-110 Los Angeles, CA Attention: Omar Vega Telephone: (213) 236-4020 FAX: (213) 627-5582 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / T . Kevin Powells Name : T . Kevin Powells Title : Director 445 S . Figueroa St . , 16th Floor G16-110 Los Angeles , CA Attention : Omar Vega Telephone : ( 213 ) 236-4020 FAX : ( 213 ) 627-5582 [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ Maria Levy Name: Maria Levy Title: Vice President 170 Wood Avenue South Iselin, NJ 08830 Attention: Maria Levy Telephone: (732) 476-3563 FAX: (732) 476-3567 Attention: Melissa J. Brown Telephone: (732) 590-6565 FAX: (919) 374-9105 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Maria Levy Name : Maria Levy Title : Vice President 170 Wood Avenue South Iselin , NJ 08830 Attention : Maria Levy Telephone : ( 732 ) 476-3563 FAX : ( 732 ) 476-3567 Attention : Melissa J . Brown Telephone : ( 732 ) 590-6565 FAX : ( 919 ) 374-9105 [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ Diane Mullan-Cromwell Name: Diane Mullan-Cromwell Title: Senior Vice President 27777 Franklin Road, 19th Floor Mail Stop 1925 Southfield, MI 48034 Attention: Diane Mullan-Cromwell Telephone: 248-226-7756 FAX: 248-228-9407 Email: diane.e.mullan-cromwell@citizensbank.com [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Diane Mullan-Cromwell Name : Diane Mullan-Cromwell Title : Senior Vice President 27777 Franklin Road , 19th Floor Mail Stop 1925 Southfield , MI 48034 Attention : Diane Mullan-Cromwell Telephone : 248-226-7756 FAX : 248-228-9407 Email : diane . e . mullan-cromwell @ citizensbank . com [ Signature Page to Forbearance Agreement and Second Amendment to


/s/ Bruce G. Shearer Name: Bruce G. Shearer Title: Senior Vice President 301 Grant Street, 2nd Floor Pittsburgh, PA 15237 Telephone: (412) 667-6514 FAX: (877) 643-6517 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Bruce G . Shearer Name : Bruce G . Shearer Title : Senior Vice President 301 Grant Street , 2nd Floor Pittsburgh , PA 15237 Telephone : ( 412 ) 667-6514 FAX : ( 877 ) 643-6517 [ Signature Page to Forbearance Agreement and Second Amendment to


955 Executive Parkway, Suite 216 St. Louis, MO 63141 Attention: Michelle Caffery Telephone: (314) 317-6927 FAX: (866) 521-6061 [Signature Page to Forbearance Agreement and Second Amendment to

955 Executive Parkway , Suite 216 St . Louis , MO 63141 Attention : Michelle Caffery Telephone : ( 314 ) 317-6927 FAX : ( 866 ) 521-6061 [ Signature Page to Forbearance Agreement and Second Amendment to


Level III Status exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i)the Borrower has not qualified for Level I Status or Level II Status and (ii)the Total Cash Flow Leverage Ratio for the four consecutive fiscal quarters ending on that date is less than 2.50 to 1.00.< br/>

Level III Status exists at any date if , as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials , ( i ) the Borrower has not qualified for Level I Status or Level II Status and ( ii ) the Total Cash Flow Leverage Ratio for the four consecutive fiscal quarters ending on that date is less than 2 . 50 to 1 . 00 . & lt ; br / & gt ;


Status, Level II Status, or Level III Status and (ii)the Total Cash Flow Leverage Ratio for the four consecutive fiscal quarters ending on that date is less than 3.00 to 1.00.< br/>

Status , Level II Status , or Level III Status and ( ii ) the Total Cash Flow Leverage Ratio for the four consecutive fiscal quarters ending on that date is less than 3 . 00 to 1 . 00 . & lt ; br / & gt ;


CENTRAL CAL TRANSPORTATION, LLC


COMBI MARITIME CORPORATION CONSOLIDATED TRANSPORTATION WORLD, LLC CTW TRANSPORT, LLC

COMBI MARITIME CORPORATION CONSOLIDATED TRANSPORTATION WORLD , LLC CTW TRANSPORT , LLC


R& M TRANSPORTATION, LLC


LIMITED WAIVER TO CREDIT AGREEMENT


This Limited Waiver to Credit Agreement (this Limited Waiver) is entered into effective as of the 31st day of January, 2017 (the Effective Date), by and among Sunoco LP , a Delaware limited partnership (Borrower), Bank of America, N.A. , as Administrative Agent (in such capacity, the Administrative Agent), Swingline Lender and an LC Issuer, and the financial institutions parties hereto as Lenders (Lenders).

This Limited Waiver to Credit Agreement ( this Limited Waiver ) is entered into effective as of the 31st day of January , 2017 ( the Effective Date ) , by and among Sunoco LP , a Delaware limited partnership ( Borrower ) , Bank of America , N . A . , as Administrative Agent ( in such capacity , the Administrative Agent ) , Swingline Lender and an LC Issuer , and the financial institutions parties hereto as Lenders ( Lenders ) .


4.5 Complete Agreement. THIS LIMITED WAIVER, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

4 . 5 Complete Agreement . THIS LIMITED WAIVER , THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES . THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES .


92 SECTION 9.14. USA PATRIOT Act< br/>

92 SECTION 9 . 14 . USA PATRIOT Act & lt ; br / & gt ;


< 1.50 to 1.00< br/>


2.00 to 1.00 but < 2.50 to 1.00< br/>


2.50 to 1.00 but < 3.00 to 1.00< br/>


Borrower means Mesa Laboratories, Inc. , a Colorado corporation.

Borrower means Mesa Laboratories , Inc . , a Colorado corporation .


ERISA means the Employee Retirement Income Security Act of 1974 , as amended from time to time.

ERISA means the Employee Retirement Income Security Act of 1974 , as amended from time to time .


Hazardous Materials means: (a) any substance, material, or waste that is included within the definitions of hazardous substances, hazardous materials, hazardous waste, toxic substances, toxic materials, toxic waste, or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) ( 49 C.F.R. 172 .101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

Hazardous Materials means : ( a ) any substance , material , or waste that is included within the definitions of hazardous substances , hazardous materials , hazardous waste , toxic substances , toxic materials , toxic waste , or words of similar import in any Environmental Law ; ( b ) those substances listed as hazardous substances by the United States Department of Transportation ( or any successor agency ) ( 49 C . F . R . 172 . 101 and amendments thereto ) or by the Environmental Protection Agency ( or any successor agency ) ( 40 C . F . R . Part 302 and amendments thereto ) ; and ( c ) any substance , material , or waste that is petroleum , petroleum-related , or a petroleum by-product , asbestos or asbestos-containing material , polychlorinated biphenyls , flammable , explosive , radioactive , freon gas , radon , or a pesticide , herbicide , or any other agricultural chemical .


Issuing Bank Sublimit means, as of the Effective Date, (i) $2,500,000 , in the case of Chase and (ii) in the case of any other Issuing Bank, such amount as shall be designated to the Administrative Agent and the Borrower in writing by such Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days prior written notice thereof to the Administrative Agent and the Borrower.

Issuing Bank Sublimit means , as of the Effective Date , ( i ) $ 2 , 500 , 000 , in the case of Chase and ( ii ) in the case of any other Issuing Bank , such amount as shall be designated to the Administrative Agent and the Borrower in writing by such Issuing Bank ; provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five ( 5 ) days prior written notice thereof to the Administrative Agent and the Borrower .


Material Domestic Subsidiaries means each Domestic Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than two-and-one-half percent ( 2.5% ) of Consolidated EBITDA for such period or (ii) which contributed greater than two-and-one-half percent ( 2.5% ) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds five percent (5%) of Consolidated EBITDA for any such period or five percent (5%) of Consolidated Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as Material Domestic Subsidiaries to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.

Material Domestic Subsidiaries means each Domestic Subsidiary ( i ) which , as of the most recent fiscal quarter of the Borrower , for the period of four consecutive fiscal quarters then ended , for which financial statements have been delivered pursuant to Section 5 . 01 ( a ) or ( b ) ( or , if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5 . 01 ( a ) or ( b ) , the most recent financial statements referred to in Section 3 . 04 ( a ) ) , contributed greater than two-and-one-half percent ( 2 . 5 % ) of Consolidated EBITDA for such period or ( ii ) which contributed greater than two-and-one-half percent ( 2 . 5 % ) of Consolidated Total Assets as of such date ; provided that , if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds five percent ( 5 % ) of Consolidated EBITDA for any such period or five percent ( 5 % ) of Consolidated Total Assets as of the end of any such fiscal quarter , the Borrower ( or , in the event the Borrower has failed to do so within ten ( 10 ) days , the Administrative Agent ) shall designate sufficient Domestic Subsidiaries as Material Domestic Subsidiaries to eliminate such excess , and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries .


Material Indebtedness means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $2,500,000 . For purposes of determining Material Indebtedness , the principal amount of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

Material Indebtedness means Indebtedness ( other than the Loans and Letters of Credit ) , or obligations in respect of one or more Swap Agreements , of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $ 2 , 500 , 000 . For purposes of determining Material Indebtedness , the principal amount of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount ( giving effect to any netting agreements ) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time .