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  Exhibit 10.30    
    


EXECUTION
COPY 


 GUARANTEE AND COLLATERAL AGREEMENT  


 dated as of  


 October 28. 2010  


 among  


 HAWAIIAN TELCOM HOLDCO, INC.,  


 HAWAIIAN TELCOM COMMUNICATIONS, INC.,  


 THE SUBSIDIARIES OF HAWAIIAN TELCOM COMMUNICATIONS, INC.

IDENTIFIED HEREIN  


 and  


 WILMINGTON TRUST FSB,  


 as Collateral Agent  








 








































 
 

  TABLE OF CONTENTS    
    

 






 



					
	  ARTICLE I

DEFINITIONS

1

	 SECTION 1.01.
	 	 Credit Agreement
	 	1
	 SECTION 1.02.
	 	 Other Defined Terms
	 	1
	  ARTICLE II

GUARANTEE

4

	 SECTION 2.01.
	 	 Guarantee
	 	4
	 SECTION 2.02.
	 	 Guarantee of Payment
	 	5
	 SECTION 2.03.
	 	 No Limitations
	 	5
	 SECTION 2.04.
	 	 Reinstatement
	 	6
	 SECTION 2.05.
	 	 Agreement To Pay; Subrogation
	 	6
	 SECTION 2.06.
	 	 Information
	 	6
	 SECTION 2.07.
	 	 Guarantee Absolute and Unconditional
	 	6
	 SECTION 2.08.
	 	 Payments
	 	7
	  ARTICLE III

PLEDGE OF SECURITIES

8

	 SECTION 3.01.
	 	 Pledge
	 	7
	 SECTION 3.02.
	 	 Delivery of the Pledged Collateral
	 	8
	 SECTION 3.03.
	 	 Representations, Warranties and Covenants
	 	8
	 SECTION 3.04.
	 	 Certification of Limited Liability Company and Limited Partnership Interests
	 	9
	 SECTION 3.05.
	 	 Registration in Nominee Name; Denominations
	 	9
	 SECTION 3.06.
	 	 Voting Rights; Dividends and Interest
	 	10
	  ARTICLE IV

SECURITY INTERESTS IN PERSONAL PROPERTY

11

	 SECTION 4.01.
	 	 Security Interest
	 	11
	 SECTION 4.02.
	 	 Representations and Warranties
	 	13
	 SECTION 4.03.
	 	 Covenants
	 	14
	 SECTION 4.04.
	 	 Other Actions
	 	19
	 SECTION 4.05.
	 	 Covenants Regarding Patent, Trademark and Copyright Collateral
	 	20
	  ARTICLE V

REMEDIES

22

	 SECTION 5.01.
	 	 Remedies Upon Default
	 	22
	 SECTION 5.02.
	 	 Proceeds to be Turned Over To Collateral Agent
	 	22
	 SECTION 5.03.
	 	 Application of Proceeds
	 	23
	 SECTION 5.04.
	 	 Grant of License to Use Intellectual Property
	 	23
	 SECTION 5.05.
	 	 Securities Act
	 	23
	 SECTION 5.06.
	 	 Code and Other Remedies
	 	24
	 SECTION 5.07.
	 	 Registration Rights
	 	25
	 SECTION 5.08.
	 	 Deficiency
	 	26




 

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	  ARTICLE VI

INDEMNITY, SUBROGATION AND SUBORDINATION

27

	 SECTION 6.01.
	 	 Indemnity and Subrogation
	 	27
	 SECTION 6.02.
	 	 Contribution and Subrogation
	 	27
	 SECTION 6.03.
	 	 Subordination
	 	27
	  ARTICLE VII

MISCELLANEOUS

27

	 SECTION 7.01.
	 	 Notices
	 	27
	 SECTION 7.02.
	 	 Waivers; Amendment
	 	28
	 SECTION 7.03.
	 	 Collateral Agent's Fees and Expenses; Indemnification
	 	28
	 SECTION 7.04.
	 	 Successors and Assigns
	 	28
	 SECTION 7.05.
	 	 Survival of Agreement
	 	28
	 SECTION 7.06.
	 	 Counterparts; Effectiveness; Several Agreement
	 	29
	 SECTION 7.07.
	 	 Severability
	 	29
	 SECTION 7.08.
	 	 Right of Set-Off
	 	29
	 SECTION 7.09.
	 	 Governing Law, Jurisdiction; Consent to Service of Process
	 	29
	 SECTION 7.10.
	 	 WAIVER OF JURY TRIAL
	 	30
	 SECTION 7.11.
	 	 Headings
	 	30
	 SECTION 7.12.
	 	 Security Interest Absolute
	 	30
	 SECTION 7.13.
	 	 Termination or Release
	 	30
	 SECTION 7.14.
	 	 Additional Subsidiaries
	 	31
	 SECTION 7.15.
	 	 Collateral Agent Appointed Attorney-in-Fact
	 	31
	 SECTION 7.16.
	 	 Compliance with Laws
	 	32
	 SECTION 7.17.
	 	 Intercreditor Agreement
	 	32




 

  


 






 



			
	 Schedules
	 	 
	 Schedule I
	 	 Subsidiary Loan Parties

	 Schedule II
	 	 Pledged Stock; Debt Securities

	 Schedule III
	 	 Intellectual Property

	 Schedule IV
	 	 Jurisdiction of Organization, Identification Number and Location of Chief Executive Office

	 Exhibits
	 	 
	 Exhibit I
	 	 Form of Supplement

	 Exhibit II
	 	 Form of Perfection Certificate





 

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        GUARANTEE AND COLLATERAL AGREEMENT (this "Agreement") dated as of October 28, among HAWAIIAN TELCOM HOLDCO, INC.
("Holdings", HAWAIIAN TELCOM COMMUNICATIONS, INC. ("Borrower"), the Subsidiaries of HAWAIIAN
TELCOM COMMUNICATIONS, INC. identified herein and WILMINGTON TRUST FSB, as collateral agent (the "Collateral Agent"). 



        WHEREAS,
pursuant to the Senior Secured Loan Agreement, dated as of October 28, among Holdings, Borrower, the Lenders from time to time party thereto, Wilmington Trust FSB
("Wilmington"), as administrative agent (in such capacity, the "Administrative Agent") for such Lenders and the Collateral Agent (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), the HT Debtors have agreed to convert certain of
the Original Loans and obligations under the Prepetition Swap Contracts into new senior secured term loans in an outstanding aggregate principal amount of $300,000,000 as set forth therein, and it is
a condition precedent to the obligations of the Lenders under the Credit Agreement, among other things, that the Grantors shall execute and deliver this Agreement on behalf of and for the ratable
benefit of the Secured Parties; 


        WHEREAS,
Holdings and the Subsidiary Loan Parties are affiliates of the Borrower and will derive substantial benefits from such conversion of Original Loans and obligations pursuant to
the Credit Agreement; 


        WHEREAS,
the Grantors are obligated to comply with the Collateral and Guarantee Requirements; and 


        NOW,
THEREFORE, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement, and for other good, fair
and valuable consideration and reasonably equivalent value, the receipt and sufficiency of which are hereby acknowledged by each Grantor, each Grantor hereby agrees with the Collateral Agent, on
behalf of and for the ratable benefit of the Secured Parties, as follows: 


 
 

  ARTICLE I    
    
    Definitions    
    


        SECTION 1.01.    Credit Agreement.    (a) Capitalized terms used in this Agreement and not otherwise
defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the
term "instrument" shall have the meaning specified in Article 9 of the New York UCC. 


        (b)   The
rules of construction specified in Section 1.02 and Section 1.03 of the Credit Agreement also apply to this Agreement. 


        SECTION 1.02.    Other Defined Terms.    As used in this Agreement, the following terms have the meanings
specified below: 


        "Account Debtor" means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account. 


        "Article 9 Collateral" has the meaning assigned to such term in Section 4.01. 


        "Collateral" means Article 9 Collateral and Pledged Collateral. 



        "Communications Act" means the Communications Act of 1934 and any successor Federal statute, and the rules, regulations and published
policies of the FCC thereunder, all as amended and in effect from time to time. 


        "Copyright License" means any written agreement (including, without limitation, those listed in Schedule III), now or hereafter in
effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting 







 



any
right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. 


        "Copyrights" means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work
subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any
such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright
Office, including those listed on Schedule III. 


        "Credit Agreement" has the meaning assigned to such term in the preliminary statement of this Agreement. 


        "Deposit Account" has the meaning assigned to such term in the New York UCC and, in any event, including, without limitation, any demand,
time, savings, passbook or like account maintained with a depositary institution. 



        "FCC" means the Federal Communications Commission and any successor agency of the Federal government administering the Communications Act. 


        "FCC Licenses" means all licenses, certificates, permits or other authorizations granted by the FCC pursuant to the Communications Act
which are required for the conduct of any business or activity subject thereto. 


        "Federal Securities Laws" has the meaning assigned to such term in Section 5.05. 



        "General Intangibles" means all chooses in action and causes of action and all other intangible personal property of every kind and nature
(other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether
entered into as lessor or lessee, Swap Agreements and other agreements), FCC Licenses, Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts. 



        "Grantors" means Holdings, the Borrower and the Subsidiary Loan Parties. 


        "Guarantors" means Holdings and the Subsidiary Loan Parties. 


        "Intellectual Property" means all intellectual and similar intangible property of every kind and nature now owned or hereafter acquired by
any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, rights in Technology, trade secrets, internet domain names, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases, and all additions, improvements and accessions to any of the foregoing. 


        "License" means any Patent License, Trademark License, Copyright License or other license or sublicense agreement granting any right to
any third party under any Intellectual Property now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any
Intellectual Property now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. 


        "Loan Document Obligations" means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and
interest (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing at the then applicable rate provided in the
Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, receivership or other similar proceeding, regardless of whether a claim for
post-filing or post-petition interest is allowed in such proceeding) on the Loans, when and as 


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due,
whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations and liabilities of the Borrower to any of the Secured
Parties under the Credit Agreement, each of the other Loan Documents and each other document made, delivered or given in connection therewith, including obligations to pay fees, disbursements, costs,
expenses, reimbursement obligations and indemnification obligations or otherwise, whether primary, secondary, direct, contingent, fixed, due or to become due, or now existing or hereinafter incurred
or otherwise (including monetary obligations incurred during the pendency of any petition in bankruptcy, or the
commencement of any insolvency, reorganization, receivership or other similar proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed or
allowable in such proceeding), (b) all other obligations and liabilities of each Grantor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Collateral Agent or to the Secured Parties
that are required to be paid by any Grantor pursuant to the terms of the Loan Documents and (c) the due and punctual performance of all other obligations of each Loan Party under or pursuant to
the Credit Agreement and each of the other Loan Documents. 


        "New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York. 


        "Obligations" means (a) Loan Document Obligations and (b) the due and punctual payment and performance of all obligations of
each Loan Party under each Swap Agreement that (i) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (ii) is
entered into after the Effective Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into, provided, that for purposes of this Agreement,
the amount of any obligations under any Swap Agreement shall be reduced by the amount of cash deposits, if any, securing the Swap Agreement and which are held by the counterparty to such Swap
Agreement. 


        "Patent License" means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any
invention, design, idea, concept, method, technique, technology or process on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in
existence, or granting to any Grantor any right to make, use or sell any invention, design, idea, concept, method, technique, technology or process on which a patent, now or hereafter owned by any
third party, is in existence, and all rights of any Grantor under any such agreement. 


        "Patents" means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or
the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country,
including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on
Schedule III, and (b) all reissues, re-examinations, continuations, divisions, continuations-in-part, renewals or extensions thereof, supplemental
perfection certificates relating thereto and the inventions disclosed or claimed therein. 


        "Perfection Certificate" means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules
and attachments contemplated thereby, and duly executed by a Financial Officer and the chief legal officer of the Borrower. 


        "Pledged Collateral" has the meaning assigned to such term in Section 3.01. 


        "Pledged Debt Securities" has the meaning assigned to such term in Section 3.01. 


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        "Pledged Securities" means any promissory notes, stock certificates or other certificated securities now or hereafter included in the
Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 


        "Pledged Stock" has the meaning assigned to such term in Section 3.01. 


        "Proceeds" has the meaning specified in Section 9-102 of the New York UCC. 



        "Secured Parties" means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) each
counterparty to any Swap Agreement with a Loan Party the obligations under which constitute Obligations, (e) the beneficiaries of each indemnification obligation undertaken by any Loan Party
under any Loan Document and (f) the permitted successors and assigns of each of the foregoing. 


        "Security Interest" has the meaning assigned to such term in Section 4.01. 



        "Subsidiary Loan Parties" means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that
becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date. 


        "Technology" means all software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how,
research and development, technical data, programs, models, routines, data, databases, information, subroutines, tools, materials, specifications, processes, inventions (whether patentable or
unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship, compilations, manuals, memoranda, documentation, marketing materials, customer lists,
recordings, graphs, drawings, schematics, blueprints, prototypes, flow charts, charts, graphics, reports, manuscripts, pictorial materials, analyses and all tangible
embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that is used in, incorporated in, embodied in, displayed by or related to the
foregoing. 


        "Trademark License" means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark
now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and
all rights of any Grantor under any such agreement. 


        "Trademarks" means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all registration and recording applications filed in connection therewith (excluding intent-to-use applications), including
registrations and registration applications in the United States Patent and Trademark Office (excluding intent-to-use applications) or any similar offices in any State of the
United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated
therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 


 
 

  ARTICLE II    
    
    Guarantee    
    


        SECTION 2.01.    Guarantee.    (a) Each Guarantor guarantees, jointly and severally, unconditionally and
irrevocably, as primary obligor and not merely as surety, with the other Guarantors, to the Collateral Agent for the ratable benefit of the Secured Parties and their respective successors, indorsees,
transferees and assigns, the due and punctual payment and performance of the Obligations (whether at stated maturity, by acceleration or otherwise). Each of the Guarantors further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of
any Obligation. Each of the Guarantors waives presentment to, demand of payment from 


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and
protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 


        (b)   Anything
herein or in any other Loan Document to the contrary notwithstanding, (i) the maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of
debtors and (ii) the maximum liability of the Borrower under this Section 2 shall in no event exceed the amount which can be guaranteed by the Borrower under applicable federal and state
laws relating to fraudulent conveyances or transfers or the insolvency of debtors. 


        (c)   Each
Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee of such Guarantor contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. 



        (d)   The
guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by full and final payment in
cash. 


        (e)   No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any Secured Party
from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower or any Guarantor under this Section 2
which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or
such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Borrower or such Guarantor hereunder until the Obligations are fully and finally
paid in cash. 


        SECTION 2.02.    Guarantee of Payment.    Each of the Guarantors further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for
the payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person. 


        SECTION 2.03.    No Limitations.    (a) Except for termination of a Guarantor's obligations hereunder as
expressly provided in Section 7.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim
of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor
hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to
assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by
the Collateral Agent or any other Secured Party for the Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or
(v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity
(other than the payment in full in cash or immediately available funds of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the 


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payment
and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of
any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder. 


        (b)   To
the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or
the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the payment in full in
cash or immediately available funds of all the Obligations (other than indemnification obligations for which no claim giving rise thereto has been asserted). The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or
any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full in cash or immediately available
funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair
or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security. 


        SECTION 2.04.    Reinstatement.    Each of the Guarantors agrees that its guarantee hereunder shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise. 



        SECTION 2.05.    Agreement To Pay; Subrogation.    In furtherance of the foregoing and not in limitation of any
other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to
be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as
provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or
otherwise shall in all respects be subject to Article VI. 


        SECTION 2.06.    Information.    Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower's and each other Loan Party's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and
extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of
information known to it or any of them regarding such circumstances or risks. 


        SECTION 2.07.    Guarantee Absolute and Unconditional.    Each Guarantor waives any and all notice of the
creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2
or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the 


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Borrower
and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or
any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any collateral
security therefor or guarantee or right of offset with respect thereto or the lack of perfection or failure of priority of any security for the Obligations or any part thereof at any time or from time
to time held by the Collateral Agent or any Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrower or any other Person against the Collateral Agent or any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or
knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under the
guarantee of such Guarantor
contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Collateral Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other
Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Secured
Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability under this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of
law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. 


        SECTION 2.08.    Payments.    The Borrower and each Guarantor hereby guarantees that payments by it hereunder
will be paid to the Collateral Agent without set-off or counterclaim in Dollars at the Payment Office specified in the Credit Agreement. 


 
 

  ARTICLE III
  
    Pledge of Securities    
    


        SECTION 3.01.    Pledge.    As collateral security for the payment or performance, as the case may be, in full
of the Obligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and transfers, as appropriate, to the Collateral
Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a lien on and first priority security interest in, all of such Grantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests
of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the
certificates representing all such Equity Interests (the "Pledged Stock"); provided that the Pledged
Stock shall not include, to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite
the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor by Holdings, the Borrower or any 


7







 

Subsidiary
and (iii) the certificates, promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt
Securities"); (c) all other property that may be delivered to and held by the
Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in
clauses (a) and (b) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in
clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively
referred to as the "Pledged Collateral"). 



        TO
HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to
the terms, covenants and conditions hereinafter set forth. 


        SECTION 3.02.    Delivery of the Pledged Collateral.    (a) Each Grantor agrees promptly to deliver or cause to
be delivered to the Collateral Agent any and all Pledged Securities. 


        (b)   Each
Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Subsidiary to be evidenced by a duly executed
promissory note and, if in an amount in excess if $250,000, pledged and delivered to the Collateral Agent pursuant to the terms hereof. 


        (c)   Upon
delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or
other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other
property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied, to the extent necessary or reasonably required to perfect the security
interest in or allow realization on the Pledged Collateral, by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent
may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part
hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule
so delivered shall supplement any prior schedules so delivered. 



        SECTION 3.03.    Representations, Warranties and Covenants.    The Grantors jointly and severally represent,
warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that: 



        (a)   Schedule II
correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by
the Pledged Stock and includes all Equity Interests, debt securities and promissory notes or other instruments evidencing Indebtedness required to be pledged hereunder in order to satisfy the
Collateral and Guarantee Requirement; 


        (b)   the
Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are
fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof; 



8









 









































        (c)   except
for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will
continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens,
other than Liens created by this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer
of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement, Permitted Encumbrances and transfers made in compliance
with the Credit Agreement, and (iv) subject to any right of such Grantor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title
or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and Permitted Encumbrances), however, arising, of all Persons whomsoever; 


        (d)   except
for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable
and assignable, and none of the Pledged Collateral (other than limited liability company or partnership interests) is or will be subject to any option, right of first refusal, shareholders agreement,
charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or
disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 


        (e)   each
of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; 



        (f)    no
consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby
(other than such as have been obtained and are in full force and effect); 


        (g)   by
virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered either to the Collateral Agent or to First Hawaiian
Bank in accordance with the Intercreditor Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security
for the payment and performance of the Obligations; and 


        (h)   the
pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged
Collateral as set forth herein and in the Intercreditor Agreement. 




        SECTION 3.04.    Certification of Limited Liability Company and Limited Partnership Interests.    Each interest
in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a "security" within the meaning of
Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. 


        SECTION 3.05.    Registration in Nominee Name; Denominations.    The Collateral Agent, on behalf of the Secured
Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent) if an
Event of Default shall have occurred and be continuing or in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Each Grantor will promptly give to
the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. If an Event of Default shall have occurred
and be continuing the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent
with this Agreement. 


9







 

        SECTION 3.06.    Voting Rights; Dividends and Interest.    (a) Unless and until an Event of Default
shall have occurred and be continuing and the Collateral Agent shall have given notice to the Grantors that their rights under this Section 3.06 are being suspended: 



          (i)  Each
Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents, provided that such rights and powers
shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or
the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. 


         (ii)  The
Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other
instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to
subparagraph (i) above. 


        (iii)  Each
Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the
Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the
terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or
other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the
issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other
exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with
any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral
Agent in the same form as so received (with any necessary endorsement). 




        (b)   Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights
under this Section 3.06, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of
this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such
dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be
held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same
form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b)
shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of
Section 5.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other
distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account. 


10







 

        (c)   Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights
under this Section 3.06, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that,
unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to
exercise such rights. After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that such Grantor would otherwise
be entitled to exercise pursuant to the terms of paragraph (a)(i) above. 


 
 

  ARTICLE IV
  
    Security Interests in Personal Property    
    


        SECTION 4.01.    Security Interest.    (a) As collateral security for the payment or performance, as the
case may be, in full of the Obligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby mortgages, pledges, hypothecates, grants, assigns and transfers to the
Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and a first priority security interest (the "Security
Interest") in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which
such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Article 9 Collateral"): 



          (i)  all
Accounts; 


         (ii)  all
Chattel Paper; 


        (iii)  all
Deposit Accounts; 


        (iv)  all
Documents; 


         (v)  all
Equipment; 


        (vi)  all
General Intangibles; 


       (vii)  all
Instruments; 


      (viii)  all
Inventory; 


        (ix)  all
Investment Property; 


         (x)  Letter-of-Credit
rights; 


        (xi)  Commercial
Tort Claims; 


       (xii)  all
books and records pertaining to the Article 9 Collateral; 


      (xiii)  all
Goods (including, without limitation, Fixtures) and other personal property not otherwise described above; and 



      (xiv)  to
the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with
respect to any of the foregoing. 




        (b)   Notwithstanding
the foregoing, no security interest shall be granted in (i) any FCC License or Intellectual Property to the extent that the Communications Act or
other applicable law prohibits the 


11







 

granting
of a security interest therein or the grant of a security interest therein could result in the cancellation, voidance or invalidity of such Intellectual Property, (ii) any contract,
General Intangible, Copyright License, Patent License or Trademark License ("Intangible Assets"), in each case to the extent the grant by the relevant
Grantor of a security interest pursuant to this Agreement in such Grantor's right, title and interest in such Intangible Asset (A) is prohibited by legally enforceable provisions of any
contract, agreement, instrument or indenture governing such Intangible Asset,
(B) would give any other party to such contract, agreement, instrument or indenture a legally enforceable right to terminate its obligations thereunder or (C) is permitted only with the
consent of another party, if the requirement to obtain such consent is legally enforceable and such consent has not been obtained; provided, that in any
event any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be excluded from the Collateral to the extent that any of
the foregoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to Section 9-406 of the New York UCC and (iii) any property
excluded from the definition of Pledged Stock by virtue of the proviso to Section 3.01(a) hereof or (iv) any Grantor's right, title or interest in any license, contract or agreement to
which such Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement,
result in a breach of the terms of, or constitute a default under, any license, contract or agreement evidencing or giving rise to such property (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-409, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of
the United States Code or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the
Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect;  provided further that the
applicable Grantor shall use commercially reasonable efforts to have such provision waived or eliminated (collectively,
"Excluded Assets"). If and when such property shall cease to be Excluded Assets, such property shall be deemed at all times from and after the date
hereof to constitute Article 9 Collateral. 


        (c)   Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements
(including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of
similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable
jurisdiction for the filing of any financing statement or amendment, including (a) whether such Grantor is an organization, the type of organization and any organizational identification number
issued to such Grantor and (b) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber
to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon
request. 


        The
Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be
reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor,
and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. 


        (d)   The
Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation
or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 


12









 



































  
        SECTION 4.02.    Representations and Warranties.    The Grantors jointly and severally represent and warrant
to
the Collateral Agent and the Secured Parties that: 



        (a)   Each
Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and
has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained and is in full force and effect. 


        (b)   The
Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is
correct and complete in all material respects as of the Effective Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings,
recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or
other office specified in Schedule 2 to the Perfection Certificate, are all the filings, recordings and registrations (other than filings that may be required to be made in the United States
Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, United States
Trademarks and United States Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral
Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States
(or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any
such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form
hereof (or a short form hereof) and containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States Patents and United States registered
Trademarks (and Trademarks for which United States registration applications are pending and in which a security interest is granted hereunder) and United States registered Copyrights have been
delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable,
to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of
Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories
and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security
Interest with respect to any Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are
pending and in which a security interest is granted hereunder) and United States registered Copyrights (or registration or application for registration thereof) acquired or developed after the date
hereof). 


        (c)   The
Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the
Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by
filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform
Commercial Code or other applicable law in such 



13







 




jurisdictions
and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this
Agreement (or a short form hereof) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens expressly permitted to be prior to the Security Interest pursuant to Section 6.02 of the Credit Agreement or arising by
operation of law. 


        (d)   The
Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit
Agreement or arising by operation of law. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any
other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument
covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any
Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement
or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit
Agreement. 


        (e)   Jurisdiction
of Organization; Chief Executive Office.    On the date hereof, such Grantor's jurisdiction of organization, identification number from the
jurisdiction of organization (if any), and the location of such Grantor's chief executive office or sole place of business or principal residence, as the case may be, are specified on
Schedule IV. Such Grantor has furnished to the Collateral Agent a certified charter,
certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof. 




        SECTION 4.03.    Covenants.    Each Grantor covenants and agrees with the Collateral Agent and the Secured
Parties that, from and after the date of this Agreement until the Obligations shall have been paid in full: 



        (a)   In
the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as
the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries 


        (b)   If
any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such
Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral
pursuant to this Agreement; provided, that the Grantors shall not be obligated to deliver to the Collateral Agent any Instruments or Chattel Paper held by any Grantor at any time to the extent that
the aggregate face amount of all such Instruments and Chattel Paper held by all Grantors at such time does not exceed $250,000. 



        (c)   (i)
Such Grantor will maintain, with financially sound and reputable companies, insurance policies (A) insuring the Inventory and Equipment against loss by fire,
explosion, theft and such other casualties as may be reasonably satisfactory to the Collateral Agent and (B) insuring such Grantor, the Collateral Agent and the Secured Parties against
liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be satisfactory to the
Collateral Agent and the Lenders. 


         (ii)  All
such insurance shall (i) in the case of property and liability insurance, name the Collateral Agent as insured party and loss payee, (ii) in the case
of other insurance policies, name 



14







 




the
Collateral Agent as insured party and loss payee, to the extent applicable and permitted pursuant to the terms of such policies and (ii) be in such amounts and against such risks as are
customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower shall forward all notices of cancellation
it receives from an insurer promptly upon receipt. 


        (iii)  The
Borrower shall deliver to the Administrative Agent, the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance as
the Collateral Agent may from time to time reasonably request. 




        (d)   Such
Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and
governmental charges or levies imposed upon the Collateral in accordance with Section 5.05 of the Credit Agreement or in respect of income or profits therefrom, as well as all material claims
of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such
proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. 


        (e)   (i)
Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in
Section 4.02 and shall defend such security interest against the claims and demands of all Persons whomsoever in accordance with clause (i) hereof. 



         (ii)  Such
Grantor will furnish to the Administrative Agent, Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing
the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Agent may request, all in reasonable detail. 


        (iii)  At
any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly
execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial
Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and
Letter-of-Credit Rights, taking any actions necessary to enable the Collateral Agent to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with
respect thereto. 




        (f)    Each
Grantor will not, except upon prior notice to the Collateral Agent and delivery to the Collateral Agent of all additional expected financing statements and other
documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, change (i) in name, (ii) in its
identity or type of organization or corporate structure, (iii) in its Federal Taxpayer Identification Number or organizational identification number or (iv) in its jurisdiction of
organization. Each Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each
Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for
the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral. Each Grantor agrees
promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed. 


15








 

        (g)   Such
Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of: 



          (i)  any
Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would materially and adversely
affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and 



         (ii)  the
occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security
interests created hereby. 




        (h)   (i)
If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a
distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity
Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept
the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and deliver the same forthwith to the Collateral Agent in
the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and
with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid
upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security
for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property, or any property shall be distributed upon or with respect to the Investment
Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a
perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of
money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the
Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the
foregoing, the Grantors shall not be required to pay over to the Collateral Agent or deliver to the Collateral Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any
distribution of capital or property in respect of any Investment Property, to the extent that (A) such liquidation, dissolution or distribution would be permitted by the Credit Agreement and
(B) the proceeds thereof are applied toward prepayment of Loans to the extent required by the Credit Agreement. 



         (ii)  Without
the prior written consent of the Collateral Agent, such Grantor will not (A) vote to enable, or take any other action to permit, any Issuer to issue any
stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of
any Issuer, unless such securities are delivered to the Collateral Agent, concurrently with the issuance thereof, to be held by the Collateral Agent as Collateral, (B) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement),
(C) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein,
except for the security interests created by this Agreement or (D) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell,
assign or transfer any of the Pledged Securities or Proceeds thereof. 



16







 

        (iii)  In
the case of each Grantor which is an Issuer, such Issuer agrees that (A) it will be bound by the terms of this Agreement relating to the Pledged Securities
issued by it and will comply with such terms insofar as such terms are applicable to it, (B) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events
described in Section 5.8(a) with respect to the Pledged Securities issued by it and (C) the terms of Section 5.07 shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to Section 5.07 with respect to the Pledged Securities issued by it. 


        (iv)  Each
Issuer that is a Grantor and is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it
provides that such equity interest is a "security" within the meaning of Sections 8-102 and 8-103 of the New York UCC (a
"Security"), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that
it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such
Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Collateral Agent without further consent by such Grantor. 




        (i)    None
of the Grantors will, without the Collateral Agent's prior written consent not to be unreasonably withheld, grant any extension of the time of payment of any
Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment
thereof or allow any credit or discount whatsoever thereon, other than extensions, compromises, settlements, releases, credits or discounts granted or made in the ordinary course of business and
consistent with its current practices or in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged. Such
Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that disputes the validity or enforceability of more than 10% of the total aggregate
outstanding gross amount of the Accounts held by all Grantors. 


        (j)    Each
Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, and, at
such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the
Collateral Agent showing the identity, amount and location of any material Article 9 Collateral. 


        (k)   Upon
the request of the Collateral Agent, the Borrower shall deliver to the Collateral Agent an updated Perfection Certificate certified by a Financial Officer of the
Borrower reflecting all changes since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent Perfection Certificate delivered pursuant to this paragraph. 



        (l)    Subject
to the rights of such Grantor under the Loan Documents to dispose of Collateral (including the right to grant in the ordinary course, consistent with past
practices, non-exclusive licenses to third parties to use Intellectual Property owned or developed by, or licensed to, such Grantor), each Grantor shall, at its own expense, use
commercially reasonable efforts to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral
and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement. 


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        (m)  Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions
as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment
of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture
filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory
note or other instrument (other than a check), such note or instrument shall be promptly pledged and delivered to the Collateral Agent, duly endorsed in a manner reasonably satisfactory to the
Collateral Agent; provided that this sentence shall not apply to any promissory note or other instrument evidencing an amount not in excess of $250,000
other than any promissory note evidencing intercompany indebtedness. 


        Without
limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by
supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item that may constitute registered Copyrights, Patents or registered Trademarks, or
applications for the foregoing, and which is material to the conduct of the Grantor's business; provided that any Grantor shall have the right,
exercisable within 30 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of
the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use commercially reasonable efforts to take such action as shall be
necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral. 


        (n)   The
Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors' own cost and expense, at reasonable times
and upon reasonable prior notice, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the
Article 9 Collateral is located, to discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify, in accordance with Section 5.08 of
the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or
Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a
verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. 


        (o)   At
its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or
placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement unless properly contested in good faith pursuant to Section 5.05 of the
Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement,
and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any
obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests
or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 



        (p)   Each
Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or
instrument relating to the Article 9 


18







 



Collateral,
all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and
against any and all liability for such performance. 


        (q)   None
of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect
of the Article 9 Collateral, except as permitted by the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor
shall remain at all times in possession of the Article 9 Collateral owned by it, except that unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have
occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (which notice
may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Article 9 Collateral in any lawful manner not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document. 


        (r)   The
Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment consistent with
its current practices and in accordance with such prudent and standard policies used in industries that are the same or similar to those in which the Grantors are engaged and otherwise in accordance
with the requirements set forth in Section 5.07 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents
designated by the Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the
proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of
the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors
hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent
reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys' fees, court costs, expenses and other charges relating
thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. 


        (s)   Each
Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents
evidencing or pertaining thereto. 


        SECTION 4.04.    Other Actions.    In order to further insure the attachment, perfection and priority of, and
the ability of the Collateral Agent to enforce, the Security interest, each Grantor agrees, in each case at such Grantor's own expense, to take the following actions with respect to the following
Article 9 Collateral: 



        (a)    Instruments.    If any Grantor shall at any time hold or acquire any Instruments, such Grantor shall forthwith
endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably
request; provided that, notwithstanding the foregoing, this sentence shall not apply to any Instrument evidencing an amount not in excess of $250,000,
other than any Instrument issued by the Borrower, Holdings or a subsidiary thereof. 


        (b)    Electronic Chattel Paper and Transferable Records.    If any Grantor at any time holds or acquires an interest
in any electronic chattel paper or any "transferable record," as that term is 



19







 




defined
in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent,
shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel paper or
control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in
effect in such jurisdiction, of such transferable record; provided that, notwithstanding the foregoing, this sentence shall not apply to any electronic chattel paper or other "transferable record"
evidencing an amount not in excess of $50,000 on an individual basis or $250,000 on an aggregate basis. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant
to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for the Grantor to make alterations to the
electronic chattel paper or transferable record permitted under New York UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global
and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is
continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record. 



        (c)    Letter-of-Credit Rights.    If any Grantor is at any time a beneficiary under a letter
of credit with a face amount in excess of $250,000 now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of
the Collateral Agent, such Grantor shall use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either
(i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of credit or
(ii) arrange for the Collateral Agent to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the
letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing. 


        (d)    Commercial Tort Claims.    If any Grantor shall at any time hold or acquire a commercial tort claim in an
amount reasonably estimated to exceed $250,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and
grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably
satisfactory to the Collateral Agent. 




        SECTION 4.05.    Covenants Regarding Patent, Trademark and Copyright Collateral.    (a) Each Grantor
agrees that, except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, it will not do any act or knowingly omit to do any act (and will
exercise commercially reasonable efforts to prevent its licensees from doing any act as omitting to do any act) whereby any Patent owned by such Grantor that is material to the conduct of such
Grantor's business is reasonably expected to become prematurely invalidated, forefeited, unenforceable or dedicated to the public, and agrees that it shall take commercially reasonable steps with
respect to any products covered by any such Patent as necessary and sufficient to preserve its rights under applicable patent laws. 


        (b)   Each
Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark owned by such Grantor that is material to the conduct of such
Grantor's business, (i) except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, maintain such Trademark in full force free from
any abandonment or invalidity for non-use, (ii) display such Trademark with notice of Federal or foreign registration or claim of trademark or 


20







 



service
mark as required to establish and preserve its rights under applicable law and (iii) not knowingly use or knowingly permit the use of such Trademark in violation of any third party
rights. 


        (c)   Each
Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright owned by such Grantor that is material to the conduct of
any Grantor's business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as required to establish and preserve its rights under applicable
copyright laws. 


        (d)   Each
Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright owned by such Grantor that is material to the conduct of its
business is reasonably likely to become imminently abandoned or lost or prematurely dedicated to the public, or of any materially adverse determination or development (including the institution of, or
any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such
Grantor's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. 


        (e)   In
the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent or for the registration of any
Trademark or Copyright with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other
country or any political subdivision thereof, or receives notification that an intent-to-use Trademark application has been approved, such Grantor shall promptly inform the
Collateral Agent, and, upon request of the Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to
evidence the Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to file
such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. 


        (f)    Each
Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application
relating to the Patents, Trademarks and/or Copyrights which are material to the conduct of any Grantor's business (and to obtain the relevant grant or registration) and to maintain each issued Patent
and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of maintenance fees, and, if such Grantor believes it necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings
against third parties. 


        (g)   In
the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any
Grantor's business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Collateral Agent and shall, if such Grantor
believes it necessary in its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or
dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral. 


        (h)   Each
Grantor owns, licenses or otherwise has the right to use all material Intellectual Property used in the operations of such Grantor's respective business, without
infringement upon or conflict with the rights of any other Person with respect thereto, except, in each case, for any matters that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect, and no claim or litigation regarding any of the foregoing is pending or threatened. 


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        (i)    Such
Grantor (either itself or through licensees) will not do any act, or knowingly omit to do any act, whereby any material trade secret owned by such Grantor may
become publicly available, available to any third party without obligation of confidentiality or otherwise unprotectable. 



        (j)    Each
Grantor takes commercially reasonable steps to maintain and protect its rights in and to Intellectual Property owned by such Grantor that is material to the conduct
of its business. 


        (k)   Upon
and during the continuance of an Event of Default, each Grantor shall use commercially reasonable efforts to obtain all requisite consents or approvals by the
licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor's right, title and interest thereunder to the Collateral Agent or its designee. 


 
 

  ARTICLE V    
    
    Remedies    
    


        SECTION 5.01.    Remedies Upon Default.    Upon the occurrence and during the continuance of an Event of
Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or
without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to the applicable Grantor to enter any premises where the
Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured
party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the
mandatory requirements of applicable law, to sell, license, sublicense, assign or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems
it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof
the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. 


        SECTION 5.02.    Proceeds to be Turned Over To Collateral Agent.    If an Event of Default shall occur and be
continuing, all Proceeds received by any Grantor consisting of cash, checks and Instruments shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the
Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a collateral account maintained under its sole dominion and control.
All Proceeds while held by the Collateral Agent in a collateral account (or by such Grantor in trust for the
Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in
Section 5.03. 


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        SECTION 5.03.    Application of Proceeds.    The Collateral Agent shall promptly apply the proceeds of any
collection or sale of Collateral; including any Collateral consisting of cash, as follows: 



        FIRST,
to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan
Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the payment of all advances made by the Collateral Agent hereunder or under any
other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 


        SECOND,
to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to
them on the date of any such distribution); and 


        THIRD,
to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 




The
Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Collateral Agent or by the officer making the sale of such proceeds shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money
paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 


        SECTION 5.04.    Grant of License to Use Intellectual Property.    For the purpose of enabling the Collateral
Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the
Collateral Agent a nonexclusive license (which shall be irrevocable during the term of this Agreement and exercisable without payment of royalty or other compensation to the Grantors) to use, license
or sublicense, provided that the Collateral Agent comply with the terms of any applicable License, solely to the extent necessary to properly exercise its remedies during such Event of Default, any of
the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and provided that the Collateral Agent comply
with the terms of any applicable License, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and solely during
the continuation of an Event of Default. 


        SECTION 5.05.    Securities Act.    In view of the position of the Grantors in relation to the Pledged
Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar federal statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with
respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of
the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part
of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged 


23







 



Collateral,
limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or
resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a
sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach
and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if
such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged
Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.05
will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. 



        SECTION 5.06.    Code and Other Remedies.    If an Event of Default shall occur and be continuing, the
Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the
Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor
or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do
any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Secured
Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent's request, to assemble the
Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Collateral Agent shall apply
the net proceeds of any action taken by it pursuant to this Section 5.06 with respect to any Grantor's Collateral, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Collateral Agent
and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations of such
Grantor, in the order specified in Section 5.03, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law,
each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable within 


24







 



Section 9-611
of the New York UCC and proper if given at least 10 days before such sale or other disposition. 


        Such
notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board
or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or
portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without
notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold shall be retained by the Collateral Agent until the sale price is paid
by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in
case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may
bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any
Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any
Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such
sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall
have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the
Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.06 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 


        SECTION 5.07.    Registration Rights.    (a) Each Grantor agrees that, upon the occurrence and during
the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, such Grantor will, at any time and from time to time,
upon the written request of the Collateral Agent, cause the issuer of such Pledged Collateral to (i) take such action and prepare, distribute and/or file such documents, as are required or
advisable in the sole opinion of the Collateral Agent or the counsel for the Collateral Agent to permit the public sale of such Pledged Collateral, (ii) use its commercially reasonable efforts
to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that
portion thereof to be sold, (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto and (iv) comply with the provisions of the securities or "Blue
Sky" laws of any and all jurisdictions which the Collateral Agent 


25







 



shall
designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of
the Securities Act. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors,
affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including; without limitation, reasonable fees and expenses to the Collateral Agent of legal
counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is
based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been
caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party
expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its commercially reasonable efforts to qualify, file or register, or cause the issuer of
such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this
Section 5.07. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 5.07 and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements contained in this Section 5.07 may be specifically enforced. 


        (b)   Each
Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral, by reason of certain prohibitions contained
in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the
Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 



        (c)   Each
Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the
Pledged Stock pursuant to this Section 5.07 valid and binding and in compliance with any and all other applicable laws. Each Grantor further agrees that a breach of any of the covenants
contained in this Section 5.07 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.07 shall be specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 


        SECTION 5.08.    Deficiency.    Each Grantor shall remain liable for any deficiency if the proceeds of any sale
or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such
deficiency. 


26







 
 
 

  ARTICLE VI    
    
    Indemnity, Subrogation and Subordination    
    


        SECTION 6.01.    Indemnity and Subrogation.    In addition to all such rights of indemnity and subrogation as
the Subsidiary Loan Parties may have under applicable law (but subject to Section 6.03), the Borrower and Holdings, jointly and severally, agree that (a) in the event a payment of an
obligation shall be made by any Subsidiary Loan Party under this Agreement, the Borrower and Holdings, jointly and severally, shall indemnify such Subsidiary Loan Party for the full amount of such
payment and such Subsidiary Loan Party shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of
any Subsidiary Loan Party shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower and Holdings,
jointly and severally, shall indemnify such Subsidiary Loan Party in an amount equal to the greater of the book value or the fair market value of the assets so sold. 



        SECTION 6.02.    Contribution and Subrogation.    Each Subsidiary Loan Party (a
"Contributing Party") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in
respect of any Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary
Loan Party (the "Claiming Party") shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01, the
Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in
each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary
Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such
Subsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under
Section 6.01 to the extent of such payment. 


        SECTION 6.03.    Subordination.    (a) Notwithstanding any provision of this Agreement to the contrary,
all rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all other rights of indemnity,
contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash or immediately available funds of the Obligations. No failure on
the part of the Borrower, Holdings or any Guarantor or Grantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall
in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of
the obligations of such Guarantor or Grantor hereunder. 


        (b)   Each
Guarantor and Grantor hereby agrees that all Indebtedness and other monetary obligations owed by it to any other Guarantor, Grantor or any other Subsidiary shall be
fully subordinated to the indefeasible payment in full in cash or immediately available funds of the Obligations. 


 
 

  ARTICLE VII    
    
    Miscellaneous    
    



        SECTION 7.01.    Notices.    All communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care
of the Borrower as provided in Section 9.01 of the Credit Agreement. 


27







 

        SECTION 7.02.    Waivers; Amendment.    (a) No failure or delay by the Collateral Agent or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent
and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.02, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver
of any Default,
regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to
any other or further notice or demand in similar or other circumstances. 


        (b)   Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of
the Credit Agreement. 


        SECTION 7.03.    Collateral Agent's Fees and Expenses; Indemnification.    (a) The parties hereto agree
that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement. 


        (b)   Without
limitation of its indemnification obligations under the other Loan Documents, each Grantor and each Guarantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or
as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated
hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
such Indemnitee's breach of its obligations under the Loan Documents or from the gross negligence or willful misconduct of such Indemnitee. 


        (c)   Any
such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this
Section 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of
the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 shall be payable on written demand therefor. 



        SECTION 7.04.    Successors and Assigns.    Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor, Grantor or the Collateral
Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 


        SECTION 7.05.    Survival of Agreement.    All covenants, agreements, representations and warranties made by
the Loan Parties in the Loan Documents and in the certificates or other 


28







 



instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding
that the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit
Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and
unpaid and so long as the Commitments have not expired or terminated. 


        SECTION 7.06.    Counterparts; Effectiveness; Several Agreement.    This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall constitute single contract. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on
behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties
and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any
other Loan Party hereunder. 


        SECTION 7.07.    Severability.    Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 


        SECTION 7.08.    Right of Set-Off.    If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Subsidiary Loan Party against any
of and all the obligations of such Subsidiary Loan Party now or hereafter existing under this agreement owed
to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section 7.08 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have. 


        SECTION 7.09.    Governing Law, Jurisdiction; Consent to Service of Process.    (a) This Agreement shall
be construed in accordance with and governed by the law of the State of New York. 



        (b)   Each
of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State
of New York sitting in New York County and of the United States District Court of the Southern District of New York, and 


29







 



any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law. 


        (c)   Each
of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this
Section 7.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. 


        (d)   Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other
Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 


        SECTION 7.10.    WAIVER
OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 


        SECTION 7.11.    Headings.    Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 


        SECTION 7.12.    Security Interest Absolute.    All rights of the Collateral Agent hereunder, the Security
Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack
of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure
from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release
or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement (other than a defense of payment or performance). 



        SECTION 7.13.    Termination or Release.    (a) This Agreement, the Guarantees made herein, the Security
Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in full. 


30









 



































  
        (b)   A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be
automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower (or
otherwise ceases to be a Guarantor); provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit
Agreement) and the terms of such consent did not provide otherwise. 


        (c)   Upon
any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the
release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. 


        (d)   In
connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such
Grantor's expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.13 shall
be without recourse to or warranty by the Collateral Agent. 


        SECTION 7.14.    Additional Subsidiaries.    Upon execution and delivery by the Collateral Agent and a
Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary that is required to become a party hereto pursuant to Section 5.10 of the Credit Agreement shall become a
Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party herein. The execution and delivery of any such instrument shall not require the consent
of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a parry to this
Agreement. 


        SECTION 7.15.    Collateral Agent Appointed Attorney-in-Fact.    



        (a)   Each
Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled
with an interest. The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's
name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any
Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and
all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any
Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to
notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for
amounts actually received as a result of the exercise of the powers granted to them herein, and neither 


31







 



they
nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 


        (b)   The
Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the
Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent's and the Secured Parties' interests in
the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct. 



        (c)   Pursuant
to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or
instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of
the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description "all personal property" or "all assets" or "All Assets of the Debtor" in any
such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof. 



        (d)   Each
Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or
the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among
them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act
or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 



        SECTION 7.16.    Compliance with Laws.    Notwithstanding anything herein which may be construed to the
contrary, no action shall be taken by any of the Collateral Agent and the Secured. Parties with respect to the Licenses or any license, permit, certificate or authorization of the FCC or any other
federal, state or local regulatory or governmental bodies applicable to or having jurisdiction over any Grantor unless and until any required approval under the Communications Act or any other
applicable communications law, and any applicable rules and regulations thereunder, requiring the consent to or approval of such action by the FCC or any governmental or other communications
authority, have been satisfied and, to the extent applicable, any action taken with respect to, concerning or affecting the Collateral, directly or indirectly, or any Security Interest granted therein
by the Collateral Agent and the Secured Parries shall be subject to any required approval of the FCC and any state or local communications regulatory authority and all applicable communications laws. 


        SECTION 7.17.    Intercreditor Agreement.    Notwithstanding anything herein or in any of the Loan Documents to
the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or under any other
Security Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Security
Document, the terms of the Intercreditor Agreement shall govern and control. 


[Signature Pages Follow] 


32














































 
        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. 

 






 



					
	 	 	HAWAIIAN TELCOM HOLDCO, INC.
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer
	

 	
 	
HAWAIIAN TELCOM

COMMUNICATIONS, INC.
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer
	

 	
 	
HAWAIIAN TELCOM, INC.
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer
	

 	
 	
HAWAIIAN TELCOM SERVICES

COMPANY, INC.
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer




 

 [SIGNATURE
PAGE TO GUARANTEE AND COLLATERAL AGREEMENT] 







 






 



					
	 	 	HAWAIIAN TELCOM IP VIDEO

INVESTMENT, LLC
	

 	
 	
By:	
 	
HAWAIIAN TELCOM SERVICES

COMPANY, INC., Its Manager
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer
	

 	
 	
HAWAIIAN TELCOM IP VIDEO

RESEARCH, LLC
	

 	
 	
By:	
 	
HAWAIIAN TELCOM IP VIDEO

INVESTMENT, LLC., Its Manager
	

 	
 	
By:	
 	
HAWAIIAN TELCOM SERVICES

COMPANY, INC., Its Manager
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer
	

 	
 	
HAWAIIAN TELCOM IP SERVICE

DELIVERY INVESTMENT, LLC,
	

 	
 	
By:	
 	
HAWAIIAN TELCOM SERVICES

COMPANY, INC., Its Manager
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer




 

 [SIGNATURE
PAGE TO GUARANTEE AND COLLATERAL AGREEMENT] 







 






 



					
	 	 	HAWAIIAN TELCOM IP SERVICE

DELIVERY RESEARCH, LLC
	

 	
 	
By:	
 	
HAWAIIAN TELCOM IP SERVICE

DELIVERY INVESTMENT, LLC., Its

Manager
	

 	
 	
By:	
 	
HAWAIIAN TELCOM SERVICES

COMPANY, INC., Its Manager
	

 	
 	
 By:	
 	
/s/ Robert Reich







 
	 	 	Name:	 	Robert Reich
	 	 	Title:	 	SVP & Chief Financial Officer




 

 [SIGNATURE
PAGE TO GUARANTEE AND COLLATERAL AGREEMENT] 







 






 



							
	 	 	WILMINGTON TRUST FSB,

as Collateral Agent
	

 	
 	
 By:	
 	
/s/ Jeffery Rose







 
	 	 	 	 	Name:	 	Jeffery Rose
	 	 	 	 	Title:	 	Vice President




 

 [SIGNATURE
PAGE TO GUARANTEE AND COLLATERAL AGREEMENT] 








 



































  
Exhibit I to the

Guarantee and

Collateral Agreement 



        SUPPLEMENT
NO.        dated as of        , to the Guarantee and Collateral Agreement dated as of October 28, 2010, among HAWAIIAN TELCOM
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), HAWAIIAN TELCOM HOLDCO, INC., a Delaware corporation
("Holdings"), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a "Subsidiary Guarantor" and
collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the "Grantors") and WILMINGTON TRUST FSB
("WTFSB"), as Collateral Agent (in such capacity, the "Collateral Agent"). 


        A.    Reference
is made to the Senior Secured Loan Agreement dated as of October 28, 2010 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time party thereto (the
"Lenders"), WTFSB, as Administrative Agent (in such capacity, the "Administrative Agent") and Collateral
Agent for the Lenders. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement
referred to therein, as applicable 


        C.    The
Grantors have entered into the Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 7.14
of the Collateral Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Loan Parties under the Collateral Agreement by execution and delivery of an instrument in the
form of this Supplement. The undersigned Subsidiary (the "New Subsidiary") is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a Subsidiary Loan Party under the Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit
and as consideration for Loans previously made and Letters of Credit previously issued follows: 


        Accordingly,
the Collateral Agent and the New Subsidiary agree as follows: 


        SECTION 1.    In
accordance with Section 7.14 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Loan Party (and
accordingly, becomes a Guarantor and a Grantor), Grantor and Guarantor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party and the
New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Loan Party, Grantor and Guarantor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary's right, title and interest in and to the
Collateral (as defined in the Collateral Agreement) of the New Subsidiary. Each reference to a "Guarantor" or "Grantor" in the Collateral Agreement shall be deemed to include the New Subsidiary. The
Collateral Agreement is hereby incorporated herein by reference. 


        SECTION 2.    The
New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 


Exh. I-1







 

        SECTION 3.    This
Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Supplement. 



        SECTION 4.    The
New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation
and the location of its chief executive office. 


        SECTION 5.    Except
as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect. 



        SECTION 6.    THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 7.    In
case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity
of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 


        SECTION 8.    All
communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Collateral Agreement. 


        SECTION 9.    The
New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 


Exh. I-2













































  
        IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written. 

 






 



					
	 	 	[NAME OF NEW SUBSIDIARY],
	

 	
 	
By	
 	
 






  Name:

Title:
	

 	
 	
 	
 	
Legal Name:

Jurisdiction of Formation:
	

 	
 	
WILMINGTON TRUST FSB,

as Collateral Agent
	

 	
 	
By	
 	
  






  Name:

Title:




 

 










































 
Schedule I

to the Supplement No    to the

Guarantee and

Collateral Agreement 


LOCATION
OF COLLATERAL 

 






 



			
	Description



 
	 	Location 
	





                	 	        
	        	 	        




 

 EQUITY
INTERESTS 

 






 



									
	Issuer



 
	 	Number of

Certificate 	 	Registered

Owner 	 	Number and

Class of

Equity Interests 	 	Percentage

of Equity

Interests 
	 








	 	        	 	        	 	        	 	        
	 
	 	        	 	        	 	        	 	        




 

 DEBT
SECURITIES 

 






 



							
	Issuer



 
	 	Principal

Amount 	 	Date of Note 	 	Maturity Date 
	 







	 	        	 	        	 	        
	 
	 	        	 	        	 	        




 

 INTELLECTUAL
PROPERTY 












































  
Exhibit II to the

Guarantee and

Collateral Agreement 


[FORM
OF] PERFECTION CERTIFICATE 


        Reference
is made to the Senior Secured Loan Agreement dated as of October 28, 2010 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among
Hawaiian Telcom Communications, Inc. (the "Borrower"), Hawaiian Telcom Holdco, Inc. ("Holdings"), the lenders from time to time party thereto (the "Lenders"), Wilmington Trust FSB, as
Administrative Agent (in such capacity, the "Administrative Agent") and Collateral Agent for the Lenders, and the other Agents party thereto. Capitalized terms used but not defined herein have the
meanings assigned in the Loan Agreement or the Collateral Agreement referred to therein, as applicable. 


        The
undersigned, a Financial Officer of the Borrower and Holdings, hereby certify to the Administrative Agent and each other Secured Party as follows: 


        1.    Names.    (a) The exact legal name of each Grantor(1), as such name appears in its respective certificate of
formation, is as follows: 







	(1)
	The
term "Grantors" shall include Holdings, the Borrower and each of their Subsidiaries that are organized under the laws of the United States or any State
thereof. 



        See
Schedule 1(a) 


        (b)   Set
forth below is each other legal name each Grantor has had in the past five years, together with the date of the relevant change: 


        See
Schedule 1(b) 


        (c)   Except
as set forth in Schedule 1 hereto, no Grantor has changed its identity or corporate structure in any way within the past five years. Changes in identity or
corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in
Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation. 


        See
Schedule 1(c) 


        (d)   The
following is a list of all other names (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in
connection with the conduct of its business or the ownership of its properties at any time during the past five years: 


        See
Schedule 1(d) 


        (e)   Set
forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization: 



        See
Schedule 1(e) 


        (f)    Set
forth below is the Federal Taxpayer Identification Number of each Grantor: 


        See
Schedule 1(f) 


        2.    Current Locations.    (a) The chief executive office of each Grantor is located at the address set forth
opposite its name below: 

 






 



											
	Grantor



 
	 	Mailing Address 	 	County 	 	State 	 
	





        	 	 	        	 	 	        	 	 	        	 




 

         See
Schedule 2(a) 









        (b)   The
jurisdiction of formation of each Grantor that is a registered organization is set forth opposite its name below: 

 






 



					
	Grantor:



 
	 	Jurisdiction: 	 
	





        	 	 	        	 




 

         See
Schedule 2(b) 


        (c)   Set
forth below opposite the name of each Grantor are all the locations where such Grantor maintains Equipment or other tangible Collateral (other than the network
equipment and telephone poles, telephone lines and other similar equipment owned by Hawaiian Telcom, Inc. situated throughout the State of Hawaii) which are not identified above, and all such
Equipment and other tangible Collateral having a fair market value in excess of $100,000 is included in such list: 

 






 



											
	Grantor



 
	 	Mailing Address 	 	County 	 	State 	 
	





        	 	 	        	 	 	        	 	 	        	 




 

         See
Schedule 2(c) 


        (d)   Set
forth below is a list of all real property held by each Grantor, the name of the Grantor that owns said property and the fair market value apportioned to such site: 

 






 



											
	Address



 
	 	Owned/Leased 	 	Entity 	 	Value 	 
	





        	 	 	        	 	 	        	 	 	        	 




 

         See
Schedule 2(d) 


        (e)   Set
forth below opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession of any of the Collateral of
such Grantor (other than the network equipment and telephone poles, telephone lines and other similar equipment owned by Hawaiian Telcom, Inc. situated throughout the State of Hawaii) which are
not identified above, and all such Equipment and other tangible Collateral having a fair market value in excess of $100,000 is included in such list: 

 






 



											
	Grantor



 
	 	Mailing Address 	 	County 	 	State 	 
	





        	 	 	        	 	 	        	 	 	        	 




 

         See
Schedule 2(e) 


        3.    Unusual Transactions.    All Accounts have been originated by the Grantors and all Inventory has been acquired
by the Grantors in the ordinary course of business. 


        4.    File Search Reports.    File search reports have been obtained from each Uniform Commercial Code filing office
identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement. 


        5.    UCC Filings.    Financing statements in substantially the form of Schedule 5 hereto have been prepared
for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located and, to the extent any of the collateral is comprised of fixtures, timber to be cut
or as extracted collateral from the wellhead or minehead, in the proper local jurisdiction, in each case as set forth with respect to such Grantor in Section 2 hereof. 



        6.    Schedule of Filings.    Attached hereto as Schedule 6 is a schedule setting forth, with respect to the
filings described in Section 5 above, each filing and the filing office in which such filing is to be made. 


        7.    Stock Ownership and other Equity Interests.    Attached hereto as Schedule 7 is a true and correct list
of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and 










beneficial
owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any
Subsidiary that represents 50% or less of the equity of the entity in which such investment was made. 


        8.    Debt Instruments.    Attached hereto as Schedule 8 is a true and correct list of all promissory notes and
other evidence of indebtedness held by Holdings, the Borrower and each Subsidiary that are required to be pledged under the Collateral Agreement, including all intercompany notes between Holdings and
each Subsidiary of Holdings and each Subsidiary of Holdings and each other such Subsidiary. 


        9.    Mortgage Filings.    Attached hereto as Schedule 9 is a schedule setting forth, with respect to each
Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different
from the name identified pursuant to clause (a), the exact name of the current record owner of such property reflected in the records of the filing office for such property identified pursuant
to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected
security interest therein. 


        10.    Intellectual Property.    Attached hereto as Schedule 10(A) in proper form for filing with the United
States Patent and Trademark Office is a schedule setting forth all of each Grantor's: (i) Patents and Patent Applications, including the name of the registered owner, type, registration or
application number and the expiration date (if already registered) of each Patent and Patent Application owned by any Grantor; (ii) Trademarks and Trademark Applications, including the name of
the registered owner, the registration or application number and the expiration date (if already registered) of each Trademark and Trademark application owned by any Grantor. Attached hereto as
Schedule 10(B) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Grantor's Copyrights and Copyright Applications, including the name of
the registered owner, title, the registration number or application number and the expiration date (if already registered) of each Copyright or Copyright Application owned by any Grantor. 


        11.    Bank Accounts.    Attached hereto as Schedule 11 is a list of all depositary and other accounts
(including securities and commodities accounts) maintained by each Grantor, including as to each such account, the account number, the account bank, the name of the account holder, the type or purpose
of the account and the account balance as of August 31, 2010. 


        12.    Commercial Tort Claims.    Attached hereto as Schedule 12 is a list of all commercial tort claims with
an estimated recovery value in excess of $100,000 held by each Grantor as of the date hereof. 








        IN
WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first written above. 

 






 



							
	 	 	HAWAIIAN TELCOM COMMUNICATIONS, INC.,
	

 	
 	
by	
 	
  







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	
HAWAIIAN TELCOM HOLDCO, INC.,
	

 	
 	
by	
 	
 







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




 

 





 




































 
Schedule I to

the Guarantee and

Collateral Agreement 


SUBSIDIARY
LOAN PARTIES 


Hawaiian
Telcom, Inc. 


Hawaiian
Telcom Services Company, Inc. 


Hawaiian
Telcom IP Video Investment, LLC 


Hawaiian
Telcom IP Video Research, LLC 


Hawaiian
Telcom IP Service Delivery Investment, LLC 



Hawaiian
Telcom IP Service Delivery Research, LLC 


5







 
Schedule II
to

the Guarantee and

Collateral Agreement 


EQUITY
INTERESTS 

 






 



											
	Issuer



 
	 	Number of

Certificate 	 	Registered Owner 	 	Number and

Class of Equity Interests 	 	Percentage of

Equity Interests 	 
	 Hawaiian Telcom Communication, Inc. 
	 	1	 	Hawaiian Telcom Holdco, Inc.	 	1,000 shares of Common Stock	 	 	100	%
	 Hawaiian Telcom, Inc. 
	 	 HT-0005 -

HT-0010
	 	 Hawaiian Telcom Communications, Inc.
	 	 10,000,000 shares of Common Stock
	 	 	

100	
%
	 Hawaiian Telcom Services Company, Inc. 
	 	 1
	 	 Hawaiian Telcom Communications, Inc.
	 	 1 share of Common Stock
	 	 	

100	
%
	 Hawaiian Telcom Insurance Company Incorporated
	 	 1
	 	 Hawaiian Telcom, Inc.
	 	 100,000 shares of Common Stock
	 	 	

100	
%
	 Hawaiian Telcom IP Video Investment, LLC
	 	 N/A
	 	 Hawaiian Telcom Services Company, Inc.
	 	 1 limited liability company membership interest
	 	 	

100	
%
	 Hawaiian Telcom IP Video Research, LLC
	 	 N/A
	 	 Hawaiian Telcom IP Video Investment, LLC
	 	 1 limited liability company membership interest
	 	 	

100	
%
	 Hawaiian Telcom IP Service Delivery Investment, LLC
	 	 N/A
	 	 Hawaiian Telcom Services Company, Inc.
	 	 1 limited liability company membership interest
	 	 	

100	
%
	 Hawaiian Telcom IP Service Delivery Research, LLC
	 	 N/A
	 	 Hawaiian Telcom IP Service Delivery Investment, LLC
	 	 1 limited liability company membership interest
	 	 	

100	
%




 

 6








 




































 
Schedule II to

the Guarantee and

Collateral Agreement 


DEBT
SECURITIES 


Intercompany Notes


        1.     Intercompany
Note No. 1 dated May 2, 2005 by Hawaiian Telcom Holdco, Inc., Hawaiian Telcom Communications, Inc., and Hawaiian Telcom Services
Company, Inc. to Hawaiian Telcom, Inc. 



        2.     Intercompany
Note No. 2 dated May 2, 2005 by Hawaiian Telcom Holdco, Inc., Hawaiian Telcom Communications, Inc., and Hawaiian
Telcom, Inc. to Hawaiian Telcom Services Company, Inc. 


        3.     Intercompany
Note No. 3 dated May 2, 2005 by Hawaiian Telcom, Inc., Hawaiian Telcom Communications, Inc., and Hawaiian Telcom Services
Company, Inc. to Hawaiian Telcom Holdco, Inc. 



        4.     Intercompany
Note No. 4 dated May 2, 2005 by Hawaiian Telcom Holdco, Inc., Hawaiian Telcom, Inc., and Hawaiian Telcom Services
Company, Inc. to Hawaiian Telcom Communications, Inc. 


7







 
Schedule III
to

Guarantee and

Collateral Agreement 


U.S. Copyright Registrations  

 






 



							
	Title



 
	 	Registration No. 	 	Registration Date 	 	Current Owner 
	





 Kauai, HI 2008 Telephone Directory	 	TX7023757	 	2/12/2008	 	Hawaiian Telcom Services Company, Inc.
	Hawaii, HI 2008 Telephone Directory	 	TX6970044	 	2/4/2008	 	Hawaiian Telcom Services Company, Inc.
	





 Maui, HI 2008 Telephone Directory	 	TX6970033	 	2/4/2008	 	Hawaiian Telcom Services Company, Inc.




 

 Pending U.S. Applications for Registration

NONE 


Non-U.S. Copyright Registrations

NONE 


Non-U.S. Pending Copyright Applications for Registration

NONE 


U.S. Patents and Patent Applications

NONE 


Non-US. Patents and Patent Applications

NONE 


8








 




































 
Schedule III to

Guarantee and

Collateral Agreement 


U.S. Trademark Registrations and Applications  

 






 



																
	Mark



 
	 	Jurisdiction 	 	Serial No. 	 	Filing Date 	 	Reg. No. 	 	Reg. Date 	 	Status 	 	Current Owner 
	 CALL OHANA
	 	U.S.	 	78/594546	 	3/24/2005	 	 	3184731	 	12/12/2006	 	Registered	 	Hawaiian Telcom Communications, Inc.
	 HAWAI`I ANYTIME
	 	 U.S.
	 	 78/599907
	 	 4/1/2005
	 	 	

3131406	 	 8/15/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAI`I EVERYWHERE
	 	 U.S.
	 	 78/599914
	 	 4/1/2005
	 	 	

3184761	 	 12/12/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAI`I FREETIME
	 	 U.S.
	 	 78/599921
	 	 4/1/2005
	 	 	

3175332	 	 11/21/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAII ANYTIME
	 	 U.S.
	 	 78/594552
	 	 3/24/2005
	 	 	

3105374	 	 6/13/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAII EVERYWHERE
	 	 U.S.
	 	 78/594564
	 	 3/24/2005
	 	 	

3169918	 	 11/7/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAII FREETIME
	 	 U.S.
	 	 78/594573
	 	 3/24/2005
	 	 	

3169919	 	 11/7/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 HAWAIIAN TEL
	 	 U.S.
	 	 78/492581
	 	 9/30/2004
	 	 	

3075941	 	 4/4/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492599
	 	 9/30/2004
	 	 	

3042973	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492601
	 	 9/30/2004
	 	 	

3042974	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492607
	 	 9/30/2004
	 	 	

3042975	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492609
	 	 9/30/2004
	 	 	

3042976	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492613
	 	 9/30/2004
	 	 	

3042977	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 HAWAIIAN TELCOM
	 	 U.S.
	 	 78/492616
	 	 9/30/2004
	 	 	

3042978	 	 1/10/2006
	 	 Registered
	 	 Hawaiian Telcom, Inc.

	 BUSINESS ALL-IN-ONE
	 	 State of Hawaii
	 	 	 	 	 	 	

4083473	 	 4/30/2010
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 BUSINESS CHOICE
	 	 State of Hawaii
	 	 	 	 	 	 	

4066930	 	 10/14/2008
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 SM (and design of five dots (bubbles) arranged in the shape of the Hawaiian Island chain, from lower right to upper left, the five dots
decrease in size and graduate in color from blue to light green)
	 	 State of Hawaii
	 	 	 	 	 	 	

4052813	 	 4/17/2007
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 LIFE'S FAST. BE FASTER. 
	 	 State of Hawaii
	 	 	 	 	 	 	

4070102	 	 2/10/2009
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 MYCHOICE
	 	 State of Hawaii
	 	 	 	 	 	 	

4047620	 	 10/4/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 PHONE BOOK RECYCLING and Design
	 	 State of Hawaii
	 	 	 	 	 	 	

4036417	 	 9/7/2005
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 SAVERS UNITE and Design
	 	 State of Hawaii
	 	 	 	 	 	 	

4047621	 	 10/4/2006
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.

	 WE GO. 
	 	 State of Hawaii
	 	 	 	 	 	 	

4080709	 	 1/22/2010
	 	 Registered
	 	 Hawaiian Telcom Communications, Inc.





 

 9







 
Non-U.S. Trademark Registrations and Applications  


NONE 


10








 




































 
Schedule III to

Guarantee and

Collateral Agreement 


Service
Marks/Trade Names owned by the Grantors 


Hawaiian
Telcom, Inc. 

 






 



							
	 HAWAIIAN TEL
	 	Trade Name	 	NO CATEGORY SELECTED	 	Active
	 HAWAIIAN TELCOM
	 	 Trade Name
	 	 NO CATEGORY SELECTED
	 	 Active

	 PHONE BOOK RECYCLING (& DESIGN OF AN OPEN TELEPHONE BOOK IN WHICH PAGES ARE TRANSFORMING INTO LEAVES)
	 	 Service Mark

(State of Hawaii)
	 	 TELECOMMUNICATIONS
	 	 Active





 

 Hawaiian
Telcom Communications, Inc. 

 






 



							
	 MYCHOICE
	 	Service Mark	 	TELECOMMUNICATIONS	 	Active
	 SAVERS UNITE (& DESIGN OF WORDS "SAVERS UNITE", CENTERED IN A CIRCLE WITH A COLORED BACKGROUND)
	 	 Service Mark
	 	 TELECOMMUNICATIONS
	 	 Active

	 SM (& DESIGN OF FIVE DOTS (BUBBLES) ARRANGED IN THE SHAPE OF THE HAWAIIAN ISLAND CHAIN. FROM LOWER RIGHT TO UPPER LEFT,
THE FIVE DOTS DECREASE IN SIZE AND GRADUATE IN COLOR FROM BLUE TO LIGHT GREEN)
	 	 Service Mark
	 	 TELECOMMUNICATIONS
	 	 Active

	 LIFE'S FAST. BE FASTER. 
	 	 Service Mark

(State of Hawaii)
	 	 TELECOMMUNICATIONS
	 	 Active

	 WE GO. 
	 	 Service Mark

(State of Hawaii)
	 	 TELECOMMUNICATIONS
	 	 Active





 

 Hawaiian
Telcom Services Company, Inc. 

 






 



							
	 HAWAIIAN TELCOM LONG DISTANCE
	 	Trade Name

(State of Hawaii)	 	NO CATEGORY SELECTED	 	Active
	 HAWAIIAN TELCOM ONLINE
	 	 Trade Name

(State of Hawaii)
	 	 NO CATEGORY SELECTED
	 	 Active

	 HAWAIIAN TELCOM WHITE PAGES
	 	 Trade Name

(State of Hawaii)
	 	 NO CATEGORY SELECTED
	 	 Active

	 HAWAIIAN TELCOM YELLOW PAGES
	 	 Trade Name

(State of Hawaii)
	 	 NO CATEGORY SELECTED
	 	 Active

	 BUSINESS CHOICE
	 	 Service Mark

(State of Hawaii)
	 	 NO CATEGORY SELECTED
	 	 Active





 

 11








 




































 
Schedule IV to

Guarantee and

Collateral Agreement 


Jurisdiction
of Organization, Identification Number and Location of Chief Executive Office 

 






 



							
	Name



 
	 	Jurisdiction 	 	Identification Number 	 	Chief Executive Office 
	 





 Hawaiian Telcom Holdco, Inc.
	 	Delaware	 	3805031	 	1177 Bishop Street

Honolulu, Hawaii 96813
	 Hawaiian Telcom Communications, Inc.
	 	 Delaware
	 	 3805030
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 





 Hawaiian Telcom, Inc.
	 	 Hawaii
	 	 61 D1
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 Hawaiian Telcom Services Company, Inc.
	 	 Delaware
	 	 3900566
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 





 Hawaiian Telcom IP Video Investment, LLC
	 	 Hawaii
	 	 64871 C5
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 Hawaiian Telcom IP Video Research, LLC
	 	 Hawaii
	 	 64870 C5
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 





 Hawaiian Telcom IP Service Delivery Investment, LLC
	 	 Hawaii
	 	 64869 C5
	 	 1177 Bishop Street

Honolulu, Hawaii 96813

	 Hawaiian Telcom IP Service Delivery Research, LLC
	 	 Hawaii
	 	 64874 C5
	 	 1177 Bishop Street

Honolulu, Hawaii 96813





 

 12











QuickLinks



Exhibit 10.30



TABLE OF CONTENTS


ARTICLE I Definitions

ARTICLE II Guarantee

ARTICLE III Pledge of Securities


ARTICLE IV Security Interests in Personal Property


ARTICLE V Remedies



ARTICLE VI Indemnity, Subrogation and Subordination

ARTICLE VII Miscellaneous