OF ORGANIZATION
SCHEDULE 5.6
-
SUBSIDIARIES
SCHEDULE 5.8
-
GOVERNMENTAL AUTHORIZATIONS
SCHEDULE 5.19
-
LICENSES
SCHEDULE 6.15
-
POST-CLOSING DELIVERIES
SCHEDULE 7.1
-
EXISTING INDEBTEDNESS
SCHEDULE 7.4
-
EXISTING CONTINGENT OBLIGATIONS
SCHEDULE 7.5
-
EXISTING INVESTMENTS
SCHEDULE 7.15
EXISTING NEGATIVE PLEDGE RESTRICTIONS
SCHEDULE 11.7
-
VOTING PARTICIPANTS
EXHIBITS
EXHIBIT A
-
ASSIGNMENT AND ASSUMPTION
EXHIBIT B
-
COMPLIANCE CERTIFICATE
EXHIBIT C
-
GUARANTOR JOINDER
EXHIBIT D
-
LOAN REQUEST
EXHIBIT E
-
PERFECTION AND DILIGENCE CERTIFICATE
EXHIBIT F-1
-
REVOLVING NOTE
EXHIBIT F-2
-
SWING LINE NOTE
EXHIBIT F-3
-
TERM LOAN A-1 NOTE
EXHIBIT F-4
-
TERM LOAN A-2 NOTE
EXHIBIT F-5
-
INCREMENTAL TERM LOAN NOTE
EXHIBIT G
-
SOLVENCY CERTIFICATE
EXHIBIT H
-
TAX COMPLIANCE CERTIFICATES
EXHIBIT I
-
CONVERSION OR CONTINUATION NOTICE
EXHIBIT J
-
NOTICE OF INCREMENTAL TERM LOAN BORROWING
EXHIBIT K
-
INCREMENTAL TERM LOAN FUNDING AGREEMENT
EXHIBIT L
-
SECURITY AGREEMENT
EXHIBIT M
-
[RESERVED]
EXHIBIT N
-
BORROWER'S CLOSING DATE CERTIFICATE
v
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of February 24, 2017 and is
made by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation,
as the BORROWER (defined below), each of the GUARANTORS (defined below) who
become a party hereto on the Closing Date or from time to time thereafter, the
LENDERS (defined below), COBANK, ACB, in its capacity as Administrative Agent
for the Secured Parties, a Joint Lead Arranger, Bookrunner, an Issuing Lender
and Swing Line Lender (each defined below), FIFTH THIRD BANK, as a Joint Lead
Arranger and Co-Syndication Agent, and MUFG UNION BANK, N.A., as a Joint Lead
Arranger and Co-Syndication Agent.
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide to the Borrower
(a) commitments to fund a revolving credit facility in an aggregate principal
amount at any time outstanding not to exceed $30,000,000, (b) a Term Loan A-1
facility in an aggregate principal amount not to exceed $90,000,000 and (c) a
Term Loan A-2 facility in an aggregate principal amount not to exceed
$230,000,000; and
WHEREAS, the parties hereto now desire to set forth the terms and conditions of
the credit facilities, including the conditions precedent to the execution of
this Agreement on the Execution Date (defined below) and the conditions
precedent to the initial extensions of credit under this Agreement on the
Closing Date (defined below), in contemplation of the initial extensions of
credit hereunder occurring on the Closing Date.
In consideration of their mutual covenants and agreements hereinafter set forth
and intending to be legally bound hereby, the parties hereto covenant and agree
as follows:
I.
CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires
otherwise:
"Additional Incremental Term Lender" has the meaning set forth in
Section 2.1(g)(v).
"Adjusted LIBOR Rate" means for each Interest Period for any LIBOR Rate Loan, an
interest rate per annum equal to (a) the LIBOR Rate for such