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DOCUMENT TITLE:  AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT DATED AS OF OCTOBER 3, 2011 .
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Clause Heading
A - Commitments and Loans.
B - Borrowing Mechanics.
(i) - General Provisions Relating to Borrowing.
(i) - Funding of Loans.
(ii) - Disbursement of Loan Proceeds by Agent.
(iii) - Agent May Advance Funds; Failure of Lender to Fund Loan.
(iv) - Failure of Lender to Fund Letters of Credit.
(v) - Several Obligations of Lenders.
(vi) - Defaulting Lenders.
D - The Register.
F - Letters of Credit; and Letter of Credit Fee.
A - Rate of Interest.
B - Interest Periods.
C - Interest Payments; Payment Currency.
D - Conversion or Continuation.
E - Post-Maturity Interest.
F - Computation of Interest.
A - Upfront Fee.
B - Agents Fee.
C - Unused Commitment Fee.
D - Letter of Credit Fees.
E - Breakage Fee.
(i) - Voluntary Prepayments.
(ii) - Voluntary Reductions of Commitments.
(iii) - Application of Prepayments to Base Rate Loans and LIBOR Rate Loans.
(iv) - Reductions of Commitments to Remove a Lender.
(i) - Manner and Time of Payment.
(ii) - Application of Payments to Principal and Interest.
(iii) - Apportionment of Payments.
(iv) - Payments on Business Days.
(v) - Notation of Payment.
2.5 - Special Provisions Governing LIBOR Rate Loans.
A - Determination of Applicable Interest Rate.
B - Inability to Determine Applicable Interest Rate.
D - Compensation For Breakage or Non-Commencement of Interest Periods.
E - Booking of LIBOR Rate Loans.
C - Illegality or Impracticability of LIBOR Rate Loans.
F - Assumptions Concerning Funding of LIBOR Rate Loans.
G - LIBOR Rate Loans After Default.
A - Compensation for Increased Costs and Taxes.
(i) - Payments to Be Free and Clear.
(ii) - Grossing-up of Payments.
C - Capital Adequacy Adjustment.
3.2 - Obligation of Lenders to Mitigate.
3.3 - Replacement of Lenders.
Section 4. - CONDITIONS TO LOANS
4.1 - Conditions to Closing.
A - Borrowers Authorization.
B - Guarantors Authorizations.
C - Documentation and Proceedings.
D - The Note.
E - The Guaranty.
G - The Amendment of Mortgage and Amendment to Security Agreement.
H - Material Adverse Change.
I - Opinion of Counsel.
J - Title Insurance Policy.
K - Expenses.
L - No Event of Default.
4.2 - Conditions to Each Loan and Letter of Credit.
A - No Default.
B - Representations and Warranties.
C - Material Adverse Change.
D - Fees and Other Charges.
Section 5. - BORROWERS REPRESENTATIONS AND WARRANTIES
5.1 - Corporate Status.
5.2 - Authority; No Conflict.
5.3 - Enforceability.
5.4 - Compliance with Laws.
5.5 - Licenses; Tariffs.
5.6 - Financial Statements.
5.7 - Litigation.
5.8 - No Violation.
5.10 - Consents.
5.11 - ERISA.
5.12 - Use of Proceeds.
5.13 - Hazardous Materials.
5.14 - Brokers, Finders and Agents.
5.15 - Amendment to Term Loan Documents.
Section 6. - BORROWERS COVENANTS
6.1 - Financial Statements.
6.2 - Taxes.
6.3 - Insurance.
6.4 - Existence and Compliance with Laws.
6.5 - Maintenance.
6.6 - Employee Pension Profit Plan.
6.7 - Financial Covenants.
A - Total Leverage Ratio.
B - Minimum Liquidity.
C - Non-NGTV Capital Expenditures.
D - NGTV Capital Expenditures.
6.8 - Compliance with PUC Decision and Order.
7.3 - Defaults Under Term Loan Facility and Other Agreements.
6.8 - Negative Covenants.
Section 7. - EVENTS OF DEFAULT.
7.1 - Representations.
7.2 - Principal and Interest.
7.4 - Bankruptcy.
7.5 - Other Covenants.
7.6 - Security Agreement.
7.7 - Mortgage.
7.8 - Guaranty.
7.9 - ERISA.
7.10 - Material Adverse Change.
7.11 - Judgments.
7.12 - PUC Decision and Order.
8.1 - Appointment.
A - Duties Specified.
B - No Responsibility for Certain Matters.
C - Exculpatory Provisions.
D - Agent Entitled to Act as Lender.
8.3 - Representations and Warranties; No Responsibility For Appraisal of Credit-worthiness.
8.4 - Right to Indemnity.
8.5 - Successor Agent.
A - General.
(ii) - Acceptance by Agent; Recordation in Register.
E - Information.
(i) - Amounts and Terms of Assignments.
C - Participations.
D - Assignments to Federal Reserve Banks.
9.2 - Expenses.
9.3 - Indemnity.
9.4 - Set-Off.
9.5 - Ratable Sharing.
9.6 - Amendments and Waivers:
9.10 - Failure or Indulgence Not Waiver; Remedies Cumulative.
A - Amendments and Waivers.
B - Replacement of Lenders.
9.7 - Independence of Covenants.
9.8 - Notices.
9.9 - Survival of Representations, Warranties and Agreements.
9.11 - Marshalling; Payments Set Aside.
9.12 - Severability.
9.13 - Obligations Several; Independent Nature of Lenders Rights and Borrowers Obligations.
9.14 - Headings.
9.15 - Applicable Law.
9.16 - Successors and Assigns.
9.17 - Consent to Jurisdiction and Service of Process.
9.18 - Waiver of Jury Trial.
9.19 - Compliance with OFAC Restrictions.
9.20 - Confidentiality.
9.21 - Counterparts; Facsimile Signatures; Effectiveness.
3 - The Loans shall be comprised of:
2 - Conversion:
1 - Reimbursement Agreement.
2 - Fees and Charges.
3 - Security, Selected Account.
4 - Security Documents.
5 - Payments.
6 - No Liability of Bank for Certain Matters.
7 - Taxes and Tax Indemnity.
8 - Default Remedies.
9 - Cumulative Remedies, etc.
10 - Changes by Bank.
11 - Regulatory Costs and Compliance.
12 - ISP and Hawaii Law Govern.
13 - Credit Extension.
14 - Beneficiaries.
15 - Miscellaneous.
1 - Definitions.
1 - Representations and Warranties of the Assignor.
3 - Representations and Warranties of the Assignee.
(a) - The Assignee is an Eligible Assignee;
5 - Assignment.
6 - Payment.
7 - Principal, Interest, Fees, etc.
8 - Note; Schedule 1.
6 - Further Assurances.
7 - GOVERNING LAW.
8 - Notices.
9 - Binding Effect.
10 - Interpretation.
2 - Amendments to Mortgage.
(iv) - Hawaiian Telcom IP Service Delivery Research, LLC.
A - Real Property Taxes, Second Installment, Fiscal Year July 1, 2011 - June 30, 2012.