THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY 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 GUARANTOR
JOINDER OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS GUARANTOR JOINDER AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
This Guarantor Joinder may be executed in any number of counterparts, and by
different parties hereto in separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.
Each New Guarantor acknowledges and
agrees that a facsimile or an electronic (".pdf" or ".tif") transmission to the
Administrative Agent of signature pages hereof purporting to be signed on behalf
of such New Guarantor shall constitute effective and binding execution and
delivery hereof by such New Guarantor.
This Guarantor Joinder will be effective
when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto.
Other than as expressly stated herein, this Guarantor Joinder is subject to,
shall be governed by, and shall be construed and enforced in accordance with all
the provisions of the Credit Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, and intending to be legally bound hereby, each New Guarantor
has duly executed this Guarantor Joinder and delivered the same to the
Administrative Agent for the benefit of the Secured Parties, as of the date and
year first above written.
HAWAIIAN TELCOM COMMUNICATIONS, INC., as the Borrower
By:
Name:
Title:
[OTHER THEN EXISTING GUARANTORS]
By:
Name:
Title:
[NEW GUARANTOR]
By:
Name:
Title:
[NEW GUARANTOR]
By:
Name:
Title:
Acknowledged and accepted:
COBANK, ACB,
as the Administrative Agent
By:
Name:
Title:
[Guarantor Joinder]
Schedule A
EXHIBIT D
FORM OF LOAN REQUEST
LOAN REQUEST
, 20
To:
CoBank, ACB, as the Administrative Agent
From:
HAWAIIAN TELCOM COMMUNICATIONS, INC. (the "Borrower")
Re:
Credit Agreement (as amended, modified,
supplemented, extended or restated from time to time, the "Credit Agreement"),
dated as of February 24, 2017, among the Borrower, the Guarantors party thereto
from time to time, the Lenders party thereto from time to time, and CoBank, ACB,
in its capacity as administrative agent thereunder (the "Administrative Agent").
Pursuant to Section [2.1(c)][2.2(b)][2.3(c)] of the Credit Agreement, the
Borrower hereby gives notice of its desire to receive a [Term Loan A-1][Term
Loan A-2][Revolving Loan][Swing Line Loan] in accordance with the terms set
forth below