All obligations under the Credit Agreement will be guaranteed
on the Closing Date by the Company and the Borrowers material
subsidiaries (the Subsidiary Guarantors), and will be secured
by a first priority lien on, among other things (i)the
accounts, contracts, equipment and inventory of the Borrower
and the Subsidiary Guarantors, (ii)50% of the equity interests
in the Companys subsidiaries, (iii)substantially all of the
personal property and intangibles of the Borrower and the
Subsidiary Guarantors, including intellectual property, cash
and cash equivalents, and (iv)all of the material owned and
leased real property and fixed assets of the Borrower and the
Subsidiary Guarantors, subject in each case to the exclusion of
specified assets.

The Credit Agreement contains various representations,
warranties and affirmative, negative and financial covenants
customary for financings of this type. Additionally, covenants
in the Credit Agreement also require the Company to use the
proceeds it receives from certain asset sales, casualty events,
equity issuances, incurrence of certain debt and upon the
occurrence of other events to repay outstanding borrowings
under the Credit Agreement.

Beginning on the Closing Date, the negative covenants include
limitations on the ability of the Company, the Borrower and the
Subsidiary Guarantors to engage in certain actions. Such
limitations include, without limitation, the ability to
(i)incur certain indebtedness, (ii)permit the creation and
existence of certain liens, (iii)engage in certain transactions
with affiliates, (iv)become liable with respect to certain
contingent obligations, (v)make certain loans and investments,
(vi)make certain dividend payments or distributions above
specified limits and before specified dates, (vii)engage in
certain liquidations, acquisitions and mergers, (viii) dispose
of specified assets or subsidiaries, (ix)use the loan proceeds
other than in specified ways, (x)issue certain equity,
(xi)enter into agreements that conflict with the loan
documents, (xii)take certain actions with respect to material
contracts, (xiii)pay certain management fees, and (xiv)fail to
comply with certain anti-corruption and anti-terrorism laws,
international sanctions, and other matters. The Credit
Agreement also includes certain financial covenants, including
without limitation, (a)certain limitations on capital
expenditures in excess of $105 million per fiscal year,
(b)maintaining a leverage ratio which, beginning at the Closing
Date, does not exceed 3.25 to 1.00, which leverage ratio
decreases over time, and (c)maintaining a minimum consolidated
debt service coverage ratio of 2.75 to 1.00.

The Credit Agreement permits the Company to pay a dividend or
redeem the Companys capital stock in an aggregate amount not to
exceed (i)$3 million in calendar year 2017, and (ii)the greater
of $7 million and 50% of cash available for dividends (as
defined in the Credit Agreement) in calendar year 2018 and
thereafter; provided certain financial and other conditions are
met.

The Credit Agreement also has customary events of default,
which include, without limitation (i)the nonpayment when due of
principal or interest or any other obligation under any loan or
amounts drawn under letters of credit, (ii)a material breach of
any representation, warranty or certification, (iii)the breach
of specified covenants in the Credit Facility,
(iv)cross-defaults on other indebtedness greater than $10
million, (v)a change in control, and (viii)institution of
bankruptcy or insolvency proceedings that are not discharged
within forty-five (45) days, and other matters.

CoBank is a national cooperative bank, and a lender under the
Companys existing Credit Agreement, as amended, dated as of
February29, 2012, among the Borrower, the Company, Credit
Suisse AG, Cayman Islands Branch, as administrative agent and
collateral agent, and the lenders thereto (the Existing
Facility). In connection with the acquisition of CoBanks
approximate 7.4% pro rata share of the total outstanding
principal under the Existing Facility, the Borrower was
required to acquire and maintain equity in CoBank in such
amounts and at such times as CoBank may require in accordance
with CoBanks Bylaws and Capital Plan. The Borrower will
similarly be required to maintain such equity ownership in
connection with the Credit Agreement. As an equity owner in
CoBank, subject to CoBanks Bylaws and Capital Plan, the
Borrower will be eligible to receive patronage distributions
which, if made, would be used to reduce interest expense under
the Credit Agreement.

First Hawaiian Bank is one of the lenders under the Credit
Agreement with an approximate 5.7% pro rata share of the total
credit commitment and loan. Eric K. Yeaman is a director of the
Company and the Borrower, and is President and Chief Operating
Officer of First Hawaiian Bank. Walter A. Dods,Jr. is a
director of the Company and the Borrower, and is also a
director of First Hawaiian Bank. Messrs.Yeaman and Dods
abstained from voting on resolutions to approve the Credit
Agreement and related transactions.

The foregoing description of the Credit Agreement and the
transactions contemplated by the Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the text of the Credit Agreement, which is filed
as Exhibit10.1 hereto and incorporated into this report by
reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Forward Looking Statements

This report contains forward-looking statements. In some cases,
you can identify these statements by forward-looking words such
as may, might, will, should, expects, plans, anticipates,
believes, estimates, predicts, intends, potential, qualifiers
such as preliminary and similar expressions. Forward-looking
statements contained in this report are based on estimates and
assumptions, which assumptions and estimates may prove to be
inaccurate, and involve risks and uncertainties.
Forward-looking statements contained in this report are not
guarantees of future events, and we cannot assure you that the
Credit Agreement described herein will ultimately be funded or
that such statements will be realized. Actual results may
differ from those contemplated by such forward-looking
statements as a result of a variety of factors. The Company
disclaims any intent or obligation to update or revise any
forward-looking statements in response to new information,
unforeseen events, changed circumstances or any other
occurrence except as required by law.