Exchange and Registration Rights Agreement among Hawaiian Telcom Communications



 Exhibit 4.6 
  

Hawaiian Telcom Communications, Inc. 
  
 $150,000,000 Senior Floating Rate Notes due 2013 
 $200,000,000 9 3/4% Senior Notes due 2013 
 $150,000,000 12 1/2% Senior Subordinated Notes due 2015 
  
 unconditionally guaranteed as to the 
  
 payment
of principal, premium, 
 if any, and interest by 
  
 Hawaiian Telcom, Inc. 
  
 Hawaiian Telcom Services Company, Inc. 
  
 Exchange and Registration Rights Agreement 
  
 May 2, 2005 
  
 Goldman, Sachs & Co., 
 J.P. Morgan Securities Inc. 
 Lehman Brothers Inc. 
 As Representatives of the several Purchasers 
 named in Schedule I to the Purchase Agreement 
 c/o Goldman,
Sachs & Co. 
 85 Broad Street 
 New York, New York 10004

  
 Ladies and Gentlemen: 
  
 Hawaiian Telcom Communications, Inc., a Delaware corporation (the
“Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $150,000,000 Senior Floating Rate Notes due 2013 (the “Senior Floating Rate
Notes”), $200,000,000 9 3/4% Senior Notes due 2013 (the “Senior Fixed Rate Notes” and, together
with the Senior Floating Rate Notes, the “Senior Notes”) and $150,000,000 12 1/2% Senior Subordinated
Notes due 2015 (the “Senior Subordinated Notes”, and, together with the Senior Notes, the “Notes”), which are unconditionally guaranteed by Hawaiian Telcom, Inc. and Hawaiian Telcom Services Company, Inc. As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows: 
  
 1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: 
  
 “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms
thereof and the Indentures, without giving effect to the provisions of this Agreement. 









 “Blackout Periods” shall have the meaning assigned thereto in Section 2(f) hereof.

  
 The term “broker-dealer” shall mean any
broker or dealer registered with the Commission under the Exchange Act. 
  
 “Closing Date” shall mean the date on which the Securities are initially issued. 
  
 “Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 
  
 “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the
Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 
  
 “Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. 
  
 “Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Exchange Registration” shall have the meaning assigned
thereto in Section 3(c) hereof. 
  
 “Exchange
Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Guarantor” shall have the meaning assigned thereto in the
Indentures. 
  
 The term “holder” shall mean each
of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. 
  
 “Indentures” shall mean, collectively, the Senior Note
Indenture and the Senior Subordinated Note Indenture. 
  
 “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. 
  

 -2- 








 The term “person” shall mean a corporation, association, partnership, limited liability
company, organization, business, individual, government or political subdivision thereof or governmental agency. 
  
 “Purchase Agreement” shall mean the Purchase Agreement, dated as of April 27, 2005 and as supplemented by the Joinder Agreement
dated May 2, 2005, between the Purchasers, the Guarantors and the Company relating to the Securities. 
  
 “Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement. 
  
 “Registrable Securities” shall mean the Securities;
provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to
be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 365-day period referred to in Section 2(a); (ii) in the circumstances contemplated by Section 2(b)
hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated
by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indentures; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding. 
  
 “Registration Default” shall have the meaning assigned
thereto in Section 2(c) hereof. 
  
 “Registration
Expenses” shall have the meaning assigned thereto in Section 4 hereof. 
  
 “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder
who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from
the Company. 
  
 “Rule 144,” “Rule 405” and
“Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended or replaced from time to time. 
  
 “Securities” shall mean, collectively, the Senior Notes and the Senior Subordinated Notes of the Company to
be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indentures. Each Security is entitled to the benefit of 

  

 -3- 








 
the guarantee provided for in the Indentures (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a
“Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantee. 
  
 “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

  
 “Senior Note Indenture” shall mean the Senior
Note Indenture, dated as of May 2, 2005, between the Company, the Guarantors and U.S. Bank National Association, as Trustee, as the same shall be amended from time to time. 
  
 “Senior Subordinated Note Indenture” shall mean the Senior Subordinated Note Indenture, dated as of
May 2, 2005, between the Company, the Guarantors and U.S. Bank National Association, as Trustee, as the same shall be amended from time to time. 
  
 “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof. 
  
 “Shelf Registration Statement” shall have the meaning
assigned thereto in Section 2(b) hereof. 
  
 “Special
Interest” shall have the meaning assigned thereto in Section 2(c) hereof. 
  
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to
time. 
  
 Unless the context otherwise requires, any reference
herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision. 
  
 2. Registration Under the Securities Act. 
  
 (a) Except as set forth in Section 2(b) below, the Company agrees to file under the Securities Act a registration statement relating to an offer to
exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and
guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of trust indentures which are substantially identical to the
Indentures or are the Indentures and which have been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictive legends or
terms with respect to transfer restrictions, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Company agrees to use
commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act. The Exchange Offer will be registered under the Securities Act on the 

  

 -4- 








 
appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use
commercially reasonable efforts to commence and complete the Exchange Offer no later than 365 days after the Closing Date, hold the Exchange Offer open for at least 20 business days following the date that notice of the Exchange Offer is mailed to
holders and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only
if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the
Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of
(i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Company agrees
(x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the
“Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer (subject to possible extension pursuant to Section 2(f))
has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof. 
  
 (b) If
(i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 365 days following the Closing Date or
(iii) the Exchange Offer is not available to any holder of the Securities conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act, no later than the later of 45 days after the time such obligation to file
arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by
the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use commercially reasonable efforts (x) to cause the Shelf Registration
Statement to become or be declared effective no later than 180 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective (other than during any Blackout Period) until such time as
there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement and for a period of 365 days thereafter, upon the request of any holder of 

  

 -5- 








 
Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a
part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause
(y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company further agrees (other than during any Blackout Period) to
supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act
or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or following its filing with the Commission. 
  
 (c) In the event that (i) the Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (ii) the Exchange Offer has not been completed within 365 days after the Closing Date or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and
declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement
(except with respect to a Shelf Registration Statement in the case of a Blackout Period or as otherwise specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each
such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the
remaining portion of the Registration Default Period. 
  
 (d) The
Company shall use commercially reasonable efforts to take and to cause the Guarantors to take all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions
necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. 
  
 (e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of
such time. 
  
 (f) Notwithstanding anything to the contrary
herein, the Company, upon advising the Purchasers and any holder and, if requested by any Person, upon confirming such notice in 

  

 -6- 








 
writing, may suspend the use of the prospectus included in the Shelf Registration Statement for periods of time (the “Blackout Periods”) no more
than twice in any calendar year and for a period of time that terminates upon the earlier of (i) the date on which the Company notifies the holders that its Board of Directors has changed its resolution described in (1) or (2) below
and (ii) 45 consecutive days, if (1) the Board of Directors of the Company has resolved that the disclosure of an event at such time would have a material adverse effect on the business, operations or prospects of the Company or
(2) the disclosure otherwise relates to a material business transaction or development which has not been publicly disclosed and the Board of Directors has resolved that any such disclosure would jeopardize the success of such transaction,
provided that, upon the termination of such Blackout Period, the Company promptly shall advise the Purchasers that such Blackout Period has been terminated. 
  
 3. Registration Procedures. 
  

If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply: 
  
 (a) At or before the Effective Time of the Exchange Offer or
the Shelf Registration, as the case may be, the Company shall qualify the Indentures under the Trust Indenture Act of 1939. 
  
 (b) In the event that such qualification would require the appointment of a new trustee under an Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of such Indenture. 
  
 (c) In connection with the Company’s obligations with respect to the registration of Exchange Securities as contemplated by
Section 2(a) (the “Exchange Registration”), if applicable, the Company shall: 
  
 (i) prepare and file with the Commission, as soon as practicable, an Exchange Registration Statement on any form which may be utilized by
the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use commercially reasonable efforts to cause such Exchange
Registration Statement to become effective; 
  
 (ii) prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration
Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may 

  

 -7- 








 
request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 
  
 (iii) notify each broker-dealer that has requested or
received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the
effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (C) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and
correct in all material respects, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, or (E) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing or (F) if the Company has determined that a post-effective
amendment to the Exchange Registration Statement or Shelf Registration Statement would be appropriate; 
  
 (iv) in the event that the Company would be required, pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers holding
Exchange Securities, prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 
  

(v) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange
Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
  
 (vi) use commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky
laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of
offers, sales and dealings 

  

 -8- 








 
therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that none of the Company or the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction,
(3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders or (4) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so
subject; 
  
 (vii) use commercially reasonable
efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period; 
  
 (viii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and 
  
 (ix) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than
eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158
thereunder). 
  
 (d) In connection with the
Company’s obligations with respect to the Shelf Registration, if applicable, the Company shall,: 
  
 (i) prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any
form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time
to time, may be Electing Holders and use commercially reasonable efforts to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b); 
  
 (ii) not less than 30 calendar days prior to the Effective
Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time,
and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for
response set forth therein; provided, however, holders of Registrable Securities shall have at 

  

 -9- 








 
least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company; 
  
 (iii) after the
Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be
required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has
returned a completed and signed Notice and Questionnaire to the Company; 
  
 (iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission provided that none of the foregoing shall be required during
any Blackout Period, but, at the end of any such Blackout Period, the Company must comply with this subsection (iv); 
  
 (v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement; 
  

(vi) provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration
Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or
agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or
supplement thereto; 
  
 (vii) for a reasonable
period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for
inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books
and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond 

  

 -10- 








 
to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably
designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be
required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or
an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and
regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing provided, however, that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such party pursuant to clauses (B) or (C) of this sentence to permit
the Company to obtain a protective order (or waive the provisions of this Section (3)(d)(vii)) and that such party take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent
such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the holders or such party; 
  
 (viii) promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification
may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the
Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or 

  

 -11- 








 
(F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an
untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 
  
 (ix) use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date; 
  

(x) if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, incorporate in a
prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be
included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and
description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; 
  
 (xi) furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the
respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits
thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents
incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any
summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing
Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter
and to 

  

 -12- 








 
permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to
the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person
by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto; 
  
 (xii) use commercially reasonable efforts to
(A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor
and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the
period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such
Shelf Registration Statement (other than during any Blackout Periods) and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate
the disposition in such jurisdictions of such Registrable Securities; provided, however, that none of the Company or the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction, (3) make any changes to its certificate of incorporation or
by-laws or any agreement between it and its stockholders or (4) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject; 
  
 (xiii) use its commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to
offer, or to consummate the disposition of, their Registrable Securities; 
  
 (xiv) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale of the Registrable Securities; 
  

 -13- 








 (xv) provide a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time; 
  
 (xvi) enter into one or more
underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other
actions in connection therewith as any managing underwriter, or if none, any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or
facilitate the disposition of such Registrable Securities; 
  
 (xvii) whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten
offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form,
substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of
counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable
Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement in substantially the form reasonably requested by the managing underwriter, or if none, the Electing Holders holding a majority of Registrable Securities to be included in such Shelf Registration Statement (and if such Shelf
Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto)); (C) obtain a “cold comfort” letter or
letters from the independent certified public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited
financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to
the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such
statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such 

  

 -14- 








 
matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as
may be reasonably requested by any managing underwriter, or if none, any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or
conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in
Section 6 hereof; 
  
 (xviii) notify in
writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant
thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be; 
  
 (xix) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as
a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or
any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in
complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the
Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering
or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6
hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct
Rules; and 
  
 (xx) comply with all applicable
rules and regulations of the Commission, and make generally available to its securityholders not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). 
  

 -15- 








 (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall prepare and furnish to each of the Electing Holders, to each placement
or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that the foregoing shall not apply with respect to a Shelf Registration Statement during a
Blackout Period. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(B), 3(d)(viii)(C), 3(d)(viii)(D), 3(d)(viii)(E) or 3(d)(viii)(F) hereof, such Electing Holder shall forthwith
discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus (or until
such Electing Holder shall have been advised in writing by the Company that the use of the applicable prospectus may be resumed), and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. 
  
 (f) In the event of a Shelf Registration, in addition to the information required to be provided by each
Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of
Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. 
  
 (g) Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates”
(as defined in Rule 144) to, resell any of the 

  

 -16- 








 
Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act. 
  
 4. Registration Expenses. 
  
 The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company’s performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including reasonable fees and
disbursements of one counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate,
including reasonable any fees and disbursements of one counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities
for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in
clause (c) above, (e) reasonable fees and expenses of the Trustees under the Indentures, any agent of the Trustees and one counsel for the Trustees and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of
any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any
other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above. 
  

 -17- 








 5. Representations and Warranties. 
  
 The Company represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that: 
  
 (a) Each
registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or
supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the
underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under
the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d)
or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein. 
  
 (b) Any documents incorporated by reference in any
prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein. 
  
 (c) The
compliance by the Company with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, loan 

  

 -18- 








 
agreement or other agreement or instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the
Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject except to the extent that such conflict, breach or default could not reasonably be expected to have a material adverse effect or
adversely affect the validity of the Securities, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws of the Company or the Guarantors or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties except to the extent that such violation could not reasonably be expected to have a material
adverse effect or adversely affect the validity of the Securities; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company
and the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indentures under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities and (ii) to the extent that failure to obtain or
make such consents, approvals, authorizations, orders, registrations or filings could not reasonable be expected to have a material adverse effect. 
  
 (d) This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company. 
  
 6. Indemnification. 
  
 (a) Indemnification by the Company and the Guarantors.
The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included
in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to
which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or
summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, (i) that none of the Company nor the Guarantors shall be liable to any 

  

 -19- 








 
such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein, (ii) the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Person from whom the person asserting Losses purchases Registrable Notes if
(x) it is established in the related proceeding that such Person failed to send or give a copy of the Prospectus (as amended or supplemented, if such amendment or supplement was furnished to such Person prior to the written confirmation of such
sale) to such Person with or prior to the written confirmation of such sale, if required by applicable law, and (y) the untrue statement or omission or alleged untrue statement or omission was corrected in the Prospectus (as amended or
supplemented, if amended or supplemented as aforesaid) and such Prospectus does not contain any other untrue statement or omission that was the subject matter or the related proceeding, and (iii) none of the Company nor the Guarantors shall be
liable under this Section 6(a) for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. 
  
 (b) Indemnification by the Holders and any Agents and Underwriters. The Company may require, as a
condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking
reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors,
and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses
reasonably incurred by the Company and the Guarantors in connection with investigating or defending or appearing as a third party witness in connection with any such action or claim as such expenses are incurred; provided, however, that no
such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing
Holder’s Registrable Securities pursuant to such registration. 
  

 -20- 








 (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or
contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party. 
  
 (d) Contribution. If for any
reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 

  

 -21- 








 
6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred
to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d),
no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable
Securities registered or underwritten, as the case may be, by them and not joint. 
  
 (e) The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or
the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the
meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or the
Guarantor) and to each person, if any, who controls the Company within the meaning of the Securities Act. 
  
 7. Underwritten Offerings. 
  
 (a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that
such designated managing underwriter or underwriters is or are reasonably acceptable to the Company. 
  
 (b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder
may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved 

  

 -22- 








 
by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
  
 8. Rule 144. 
  
 The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under
the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor
rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to
whether it has complied with such requirements. 
  
 9.
Miscellaneous. 
  
 (a) No Inconsistent
Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms
contained in this Exchange and Registration Rights Agreement. 
  
 (b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and the holders
from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the
United States or any State thereof having jurisdiction. 
  
 (c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or
by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 1177 Bishop Street, Honolulu, Hawaii 96813, and if to a holder, to the
address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt. 
  

 -23- 








 (d) Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the
parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement.
If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof. 
  
 (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof)
made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive
delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer. 
  
 (f) Governing Law. This Exchange and Registration
Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement
are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement. 
  
 (h) Entire Agreement; Amendments. This Exchange and
Registration Rights Agreement and the other writings referred to herein (including the Indentures and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the
holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected


  

 -24- 








 
pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities
or is delivered to such holder. 
  
 (i)
Inspection. For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall
be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities,
the Indentures and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustees under the Indentures. 
  
 (j) Counterparts. This agreement may be executed by the parties in counterparts, each of which shall
be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 
  

 -25- 








 If the foregoing is in accordance with your understanding, please sign and return to us seven
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is
understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof. 
  

					
	 Very truly yours,

	
	 Hawaiian Telcom Communications, Inc.

		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer

	
	 Verizon Hawaii Inc.

		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer

	
	 Hawaiian Telcom Services Company, Inc.

		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer



  

 -26- 








 Accepted as of the date hereof: 
  
 Goldman, Sachs & Co. 
 J.P. Morgan Securities Inc. 
 Lehman Brothers Inc. 
  

			
		
	 By:
	 	Illegible
	 	 	(Goldman, Sachs & Co.)

  
 For itself and on behalf of each of
the Purchasers 
  

 -27- 








 Exhibit A 
  

Hawaiian Telcom Communications, Inc. 
  
 INSTRUCTION TO DTC PARTICIPANTS 
  
 (Date of Mailing) 
  
 URGENT - IMMEDIATE ATTENTION REQUESTED 
  
 DEADLINE FOR RESPONSE: [DATE] 1 
  
 The Depository Trust Company (“DTC”) has
identified you as a DTC Participant through which beneficial interests in the Hawaiian Telcom Communications, Inc. (the “Company”) [$150,000,000 Senior Floating Rate Notes due 2013/$200,000,000 9 3/4% Senior Notes due 2013/$150,000,000 12 1/2% Senior Subordinated Notes due 2015] (the “Securities”) are held. 
  
 The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In
order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. 
  
 It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to
each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Hawaiian Telcom Communications, Inc., 1177 Bishop Street,
Honolulu, Hawaii 96813, Tel: (808) 546-4511. 


	1	Not less than 28 calendar days from date of mailing. 

  

 A-1 








 Hawaiian Telcom Communications, Inc. 
  
 Notice of Registration Statement 
 and 
 Selling Securityholder Questionnaire 
  
 (Date) 
  
 Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”)
between Hawaiian Telcom Communications, Inc. (the “Company”) and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the
“Commission”) a registration statement on Form [__] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s [$150,000,000 Senior Floating Rate Notes due 2013/$200,000,000 9 3/4% Senior Notes due
2013/$150,000,000 12 1/2% Senior Subordinated Notes due 2015] (the “Securities”). A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. 
  
 Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder
Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable
Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof
for resales of Registrable Securities. 
  
 Certain legal consequences arise from
being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. 
  
 The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement. 
  

 A-2 








 ELECTION 
  
 The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice
and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

  
 Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 
  
 The Selling Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete: 
  

 A-3 








 QUESTIONNAIRE 
  

	(1)	(a)    Full Legal Name of Selling Securityholder: 

  
 ____________________________________________________________________________________ 
  

	 	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below: 

  
 ____________________________________________________________________________________ 
  

	 	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held: 


 
 ____________________________________________________________________________________ 
  

	(2)	Address for Notices to Selling Securityholder: 

  

					
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
			
	Telephone:	  	 	  	 
	Fax:	  	 	  	 
	Contact Person:	  	 	  	 

  

	(3)	Is the Selling Securityholder a broker-dealer? 

  
 Yes “No” 
  

	(4)	Is the Selling Securityholder an affiliate of a broker-dealer? 

  
 Yes “No” 
  

	(5)	If the Selling Securityholder is an affiliate of a broker-dealer, will the Selling Securityholder certify that the Registrable Securities were bought in the ordinary course of
business, and at the time of the purchase of the Registrable Securities to be resold, no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities existed? 

  
 Yes “No” 
  

	(6)	Beneficial Ownership of Securities: 

  
 Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities. 
  

	 	(a)	Principal amount of Registrable Securities beneficially owned: _______________________ 

 CUSIP No(s). of such Registrable Securities: _____________________________________ 
  

 A-4 









	 	(b)	Principal amount of Securities other than Registrable Securities beneficially owned: 

  
 ____________________________________________________________________________________ 
 CUSIP No(s). of such other Securities: ____________________________________________________ 
  

	 	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement: _________________________________


 CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: ____________________
___________________ 
  

	(7)	Beneficial Ownership of Other Securities of the Company: 

  
 Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other
securities of the Company, other than the Securities listed above in Item (3). 
  
 State any exceptions here: 
  

	(8)	Relationships with the Company: 

  
 Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. 
  
 State any exceptions here: 
  

	(9)	Plan of Distribution: 

  
 Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only
as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities


  

 A-5 








 
to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. 
  
 State any exceptions here: 
  
 By signing below, the Selling Securityholder acknowledges that it understands its obligation
to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. 
  
 In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

  
 By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. 
  
 In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date
hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows: 
  

	 	(i)	To the Company: 

  
 __________________________________ 
 __________________________________ 
 __________________________________ 
 __________________________________ 
 __________________________________ 
  

	 	(ii)	With a copy to: 

  
 __________________________________ 
 __________________________________ 
 __________________________________ 
 __________________________________ 
 __________________________________ 
  

 A-6 








 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel,
the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and
assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of
the State of New York. 
  

 A-7 








 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent. 
  
 Dated: ___________________ 
  

			
	 
	 Selling Securityholder

	(Print/type full legal name of beneficial owner of Registrable Securities)
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 PLEASE RETURN THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT: 
  
 ____________________________ 
 ____________________________ 
 ____________________________ 
 ____________________________ 
 ____________________________ 
  

 A-8 








 Exhibit B 
  

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
  
 U.S. Bank National Association 
 Hawaiian Telcom Communications, Inc. 
  
 c/o U.S. Bank National Association 
 225 Asylum Street 
 23rd Floor 
 Hartford, CT 06103 
 Attention: Trust Officer 
  

			
	Re:	  	 Hawaiian Telcom Communications, Inc. (the “Company”)
 [$150,000,000 Senior Floating Rate Notes due 2013
 $200,000,000 9 3/4% Senior Notes due 2013
 $200,000,000 12 1/2% Senior Subordinated Notes due 2015]


  
 Dear
Sirs: 
  
 Please be advised that ____________ has transferred $__________
aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [        ] (File
No. 333-            ) filed by the Company. 
  
 We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial
owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s
name. 
  
 Dated: 
  

			
	 Very truly yours,

		
	 	 	 
	 	 	 (Name)

		
	 By:
	 	 
	 	 	 (Authorized Signature)



  

 B-1