**Exhibit 10.11**

 

**SERVICESAGREEMENT**

** **

This SERVICES AGREEMENT (the“Agreement”) dated as of February 4, 2008 is made by and between HawaiianTelcom Communications, Inc., a Delaware corporation, on behalf of itselfand its subsidiaries (collectively, “Hawaiian Telcom” or the “Company”) andStephen F. Cooper (“Cooper”), Kevin Nystrom (“Nystrom”) and Kroll Zolfo CooperLLC (“KZC”), a New Jersey limited liability company, relating to HawaiianTelcom and its subsidiaries.

 

**Recitals****:**

 

WHEREAS, the parties hereto desire to enter into this Agreement to setforth the basis on which Cooper, Nystrom and KZC will perform managementservices for the Company, all as set forth more fully in this Agreement.

 

NOW, THEREFORE, in consideration of the premises and covenants set forthherein, and intending to be legally bound hereby, the parties to this Agreementhereby agree as follows:

 

**1.**             **Engagement.**  TheCompany hereby engages Cooper, Nystrom and KZC and Cooper, Nystrom and KZChereby accept such engagement, on the terms and conditions set forth in thisAgreement.  The Company is herebyacquiring from KZC the services of Cooper, Nystrom and additional individualsto work for the Company (the “Associate Directors”) as set forth below.  Subject to the last sentence of Section 3with respect to Cooper only, all compensation for the services and actions ofCooper, Nystrom, KZC and the Associate Directors under this Agreement will bepaid to KZC.

 

# **2.**             Duties.

# ** **

## (a)           TheCompany represents to Cooper, Nystrom and KZC that its Board of Directors (the “Board”)has duly adopted the resolution (the “Resolution”) appended hereto andincorporated herein by reference approving the terms of this Agreement andelecting Cooper as the Chief Executive Officer of the Company and Nystrom asthe Chief Operating Officer of the Company. KZC will assign Associate Directors to serve in various capacities withthe Company and to perform other services required of KZC or the Companyhereunder; provided that (i) from the period beginning on the date hereofand ending on February 29, 2008, no less than two full-time AssociateDirectors shall be assigned, and (ii) from the period beginning on March 1,2008 and through the remainder of the term of this Agreement, no less thanthree full-time Associate Directors shall be assigned.  KZC may, with prior written approval from theExecutive Committee of the Board (the “Committee”), utilize employees of KZC’sparent, Kroll, Inc. and its other subsidiaries.

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## (b)           (i) Pursuantto and except as limited by the terms of such Resolution, and except asdescribed in paragraph (b)(ii) below, Cooper, Nystrom and KZC shall beauthorized to make decisions with respect to the management and operation ofthe Company’s business, including without limitation organization and humanresources, marketing and sales, logistics,

 

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## finance andadministration and such other areas as they may identify, in such manner asthey deem necessary or appropriate in a manner consistent with the businessjudgment rule and the provisions of local law, subject to review andapproval by the Committee in accordance with the Company’s charters, Bylaws,other governing documents (if any) (collectively the “Constitutive Documents”)and applicable state law.

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(ii)           Unless any such action isbeing taken in accordance with an annual budget or other action previouslyapproved by the Board or the Committee, notwithstanding the foregoing and inaddition to any other approval required by the Constitutive Documents or byapplicable law, the approval of the Committee shall be required to do any of the following, and none of Cooper,Nystrom, KZC or the Associate Directors (individually, a “Representative” andcollectively, the “Representatives”) shall take or agree to take any of thefollowing actions without the approval of the Committee:

 

##### (1)     Approve theannual operating or capital budget of the Company, modify in any materialrespect any such budget or take any action that is or would be reasonablylikely to be in material variance therefrom.

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##### (2)     Enter intoany contract involving payments to or from the Company in excess of $500,000other than any such contract that is in accordance with the annual budgetapproved under this Section and entered into in the ordinary course ofbusiness.

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##### (3)     Materiallychange the nature of the business of the Company.

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##### (4)     Hire orremove, with or without cause, executive officers or other members of seniormanagement of the Company.

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##### (5)     Adopt ormake a material amendment to any severance or management equity program.

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##### (6)     Enter intoor effect any transaction between the Company, on the one hand, and a member ofsenior management (including Cooper, Nystrom, KZC or any Associate Director) orany, related business partners or family members, or any of their affiliates(including any entity in which any such member has made a material investment),on the other hand.

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##### (7)     Settle anyclaim or litigation for an amount in excess of $500,000.

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##### (8)     Hire orremove, with or without cause, the independent auditors of the Company.

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##### (9)     Create orpermit to exist any subsidiary of the Company.

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##### (10)   Enter intoany joint venture or similar business alliance.

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##### (11)   Enter intoor effect any transaction or series of related transactions, involving thesale, lease, exchange or other disposal by the Company of any assets other thanin the ordinary course of business.

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##### (12)   Enter intoor effect any transaction or series of related transactions, involving thepurchase, rent, license, exchange or other acquisition by the Company of anyassets other than in the ordinary course of business.

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##### (13)   Enter intoor effect any transaction or series of related transactions involving themerger or consolidation of the Company with or into any Person, or enter intoor effect a change of control transaction.

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##### (14)   Dissolve,liquidate or engage in any recapitalization or reorganization of the Company orfile for bankruptcy by the Company.

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##### (15)   Other thana draw down in the ordinary course of business under a debt agreement enteredinto prior to the date of such draw down, the execution of which was previouslyapproved by the Board, incur any indebtedness (including refinancings), assume,guarantee, endorse or otherwise as an accommodation become responsible for theobligations of any other Person, enter into any agreement under which theCompany may incur indebtedness in the future, or make any loan, advance orcapital contribution to any Person, make any voluntary prepayment ofindebtedness of the Company outside the ordinary course of business, or make anamendment to the maturity date, aggregate principal amount or interest rate ofexisting indebtedness.

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##### (16)   Enter intoor effect any transaction or series of related transactions in connection withor involving the sale, exchange, repurchase, redemption, recapitalization,reclassification or acquisition of securities of the Company.

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## (c)           Duringthe term of this Agreement, Cooper and Nystrom shall devote approximately 75%of their working time and efforts to the business and affairs of the Companyand its subsidiaries.  During the term ofthis Agreement, Cooper and Nystrom shall use their reasonable efforts to ensurethat at least one of Cooper or Nystrom shall generally be physically present inHawaii during normal business hours.

##  

## (d)           Inundertaking to provide the services set forth herein, Cooper, Nystrom and KZCdo not guarantee or otherwise provide any assurances that they will succeed inbuilding the Company’s operational and financial health and stability and,except for the amount referenced in Section 4(b) hereof, the Company’sobligation to provide the compensation specified under Section 4 hereofshall not be conditioned upon any particular results being obtained by Cooper,Nystrom and KZC.

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## (e)           EachRepresentative shall be entitled, in performing his or her duties hereunder onbehalf of KZC, to rely on information disclosed or supplied to them withoutverification or warranty of accuracy or validity.

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## (f)            Cooper,Nystrom and KZC shall keep the Board fully apprised of their findings, plansand activities through regularly scheduled meetings with the Committee, asrequested by the Committee, which shall be held at a time mutually convenientto all parties.

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## (g)           Cooper,as Chief Executive Officer of the Company, acknowledges that he will be thePrincipal Executive Executive Officer with the responsibility to sign theCertifications of the Principal Executive Officer pursuant to Sections 302 and906 of the Sarbanes-Oxley Act of 2002, as amended, attached as exhibits to theCompany’s periodic reports and filed with the Securities and ExchangeCommission during the term of this Agreement.

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**3.****             Term.**  The term of KZC’s engagement hereunder shallcommence on the date hereof and shall continue on a month to month basis untilterminated by either party at the end of any such month upon written notice tothe other party given at least ten days prior to the end of such month.  Notwithstanding the foregoing, KZC’sresponsibilities to provide interim management services pursuant to Section 2hereof shall not commence until (i) this Agreement has been fullyexecuted, and (ii) the Company has furnished insurance policies, asdetailed in Section 7(c) below, to KZC and KZC has determined thatsuch policies are acceptable to KZC or if such policies do not exist, cannot belocated or determined, or are not acceptable to KZC, the Company has agreed topurchase (supplemental) directors, officers and corporate liability insurance,fiduciary liability insurance and employment practices insurance coveragesacceptable to KZC.  Prior to March 31,2008, the parties shall endeavor to reach an agreement to provide for theparties’ desire that Messrs. Cooper and Nystrom continue to providemanagement services to the Company for periods after June 30, 2008.

 

**4.****             Compensation.**  Cooper, Nystrom, Associate Directors and KZC’scompensation hereunder shall consist of the following:

 

## (a)           Amonthly fee of $600,000 cash payable to KZC in immediately available funds uponexecution of this Agreement and on the first day of each month thereafterthroughout the term hereof.

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## (b)           Inaddition, the Company shall pay KZC a success fee (“Success Fee”) provided thatKZC has performed its duties under this Agreement for the period ending June 30,2008.  The Success Fee is based uponimprovements in EBITDA (Earnings Before Interest, Taxes, Depreciation andAmortization) of the Company from the actual results for the 12 month periodending December 31, 2007.  TheCompany and KZC shall agree on a definition of EBITDA within 30 days of thedate hereof.  The Success Fee iscalculated as a sliding scale percentage of the amount of the improvement in EBITDA.

 
| **Percentage Improvement in  EBITDA** | ** ** | **Success Fee as a Percent of the  Amount of Increase in  EBITDA** | ** ** |
|-------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|
| First 10%                                  |       | 2                                                                                                               | %          |
| Next 15%                                        |       | 4                                                                                                               | %          |
| Next 25%                                        |       | 6                                                                                                               | %          |
| Next 50%                                        |       | 8                                                                                                               | %          |
| Greater than 100%                               |       | 10                                                                                                              | %          |

 

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The measured EBITDA will be the EBITDA for the 12 month period endingwith the last day of the calendar quarter which follows the calendar quarter inwhich the Term ends. The Success Fee will be payable in cash not later than theend of the month following the end of such 12 month period].

 

## (c)           Expenses– The Company shall reimburse Cooper, Nystrom, Associate Directors and KZC’sreasonable out-of-pocket expenses.  Suchexpenses may include, but are not limited to, costs of travel, reproduction,typing, computer usage, legal counsel (but excluding time spent negotiatingthis Agreement and any time spent with respect to the interpretation or enforcementof this Agreement) and any applicable state sales or excise tax and otherdirect expenses.  Within 30 days from thedate hereof, KZC or Cooper shall provide the Committee with a budget of allsuch reimbursable expenses. Certain employees of KZC, individually and/orjointly through separate entities and through KZC, own and/or charter privateaircraft.  In the event that owned orchartered aircraft is used, the Company will be charged the applicable firstclass or coach fare prevailing on or about the date of travel (which suchamounts shall be included in the “travel” expenses above).

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The Company shall pay to KZC the compensation set forth in Sections 4(a) and4(c) hereof based upon the submission of monthly invoices by KZC settingforth a general description of the services provided and a detailed listing ofthe expenses sought to be reimbursed. The compensation provided for in this Agreement shall constitute fullpayment for the services to be rendered by KZC, Cooper, Nystrom and theAssociate Directors to the Company hereunder.

 

The Company acknowledges and agrees that the hours worked, the resultsachieved and the ultimate benefit to the Company of the work performed inconnection with this engagement may be variable and that Company, Cooper,Nystrom and KZC have taken this into account in setting the feeshereunder.  No fee payable to any otherperson or entity by the Company or any other party shall affect any fee payableto Cooper, Nystrom and KZC hereunder.

 

# **5.**             Confidentiality.

# ** **

## (a)           TheCompany, including the Board, shall treat any information received from Cooper,Nystrom and KZC or a Representative as confidential and, except as specified inthis Section 5(a), will not publish, distribute or otherwise disclose in anymanner any information developed by or received from Cooper, Nystrom and KZC ora Representative without Cooper, Nystrom and KZC’s or such Representative’sprior written approval.  Such approvalshall not be required if (i) the information sought is required to bedisclosed by an order binding on Cooper, Nystrom and KZC or a Representativeand issued by a court having competent jurisdiction over Cooper, Nystrom andKZC and such Representative and such information is disclosed only pursuant tothe terms of such order, (ii) disclosure of such information is otherwiserequired by federal or state securities law or regulation, (iii) theinformation is otherwise publicly available other than through disclosure by aparty in breach of a confidentiality obligation with respect thereto or (iv) theinformation was furnished pursuant to this engagement.

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## (b)           Cooper,Nystrom, KZC and each Representative agrees to treat any information receivedfrom the Company or its representatives with utmost confidentiality, and exceptas provided in this letter, will not publish, distribute or disclose in anymanner any information developed by or received from the Company or itsrepresentatives without the Company’s prior written approval.  The Company’s approval is not needed ifeither (i) the information sought is required to be disclosed by an orderbinding on Cooper, Nystrom and KZC, issued by a court having competentjurisdiction over Cooper, Nystrom and KZC (unless such order specifies that theinformation to be disclosed is to be placed under seal) and such information isdisclosed only pursuant to the terms of such order, or (ii) suchinformation is otherwise publicly available other than through disclosure by aparty in breach of a confidentiality obligation with respect thereto.

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# **6.**             Representationsand Warranties.

# ** **

As an inducement to Cooper, Nystrom and KZC and to enter into thisAgreement, the Company represents and warrants to Cooper, Nystrom and KZC asfollows:

 

## (a)           TheCompany is a corporation duly organized and validly existing under the laws ofthe jurisdiction in which it was organized and has all requisite corporatepower to enter into this Agreement.

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## (b)           Subjectto the execution by Cooper, Nystrom and KZC of this Agreement, neither theexecution and delivery of this Agreement nor the consummation of thetransactions contemplated herein or therein nor compliance by the Company withany of the provisions hereof or thereof will: (i) violate any order, writ,injunction, decree, law, statute, rule or regulation applicable to it or (ii) requirethe consent, approval, permission or other authorization of, or qualificationor notice to, any court, arbitrator or other tribunal or any governmental,administrative, regulatory or self-regulatory agency or any other third-party.

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## (c)           Subjectto execution by Cooper, Nystrom and KZC of this Agreement, this Agreement hasbeen duly authorized, executed and delivered by the Company and constitutes thelegal, valid and binding agreement of the Company, enforceable in accordancewith its terms.

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# **7.**             Indemnification.

# ** **

## (a)           TheCompany shall indemnify and hold harmless Cooper, Nystrom, the AssociateDirectors, KZC and its principals, and other KZC employees, representatives oragents (including counsel) (collectively, the “KZC Indemnitees”) from andagainst any and all losses, claims, damages, liabilities, penalties, judgments,awards, costs, fees, expenses and disbursements, including without limitation,the reasonable costs, fees, expenses and disbursements, as and when incurred,from the first dollar, of investigating, preparing or defending any action,suit, proceeding or investigation (whether or not in connection withproceedings or litigation in which any KZC Indemnitee is a party)(any suchamount being hereinafter sometimes referred to as an “Indemnifiable Loss”),directly or indirectly caused by, relating to, based upon, arising out of or inconnection with this engagement of Cooper, Nystrom 

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## and KZC bythe Company or the performance by Cooper, Nystrom and KZC of any servicesrendered pursuant to such engagement, unless there is a final non-appealableorder of a Court of competent jurisdiction, at the trial level, finding KZCIndemnitees directly liable for gross negligence or willful misconduct.  KZC shall provide the Company with promptnotice of any claim under this paragraph. The Company and KZC shall jointly control any settlement on any actionfor which any KZC Indemnitee seeks indemnity; provided, however, that theCompany shall be entitled on its own to effect the settlement of any pending orthreatened proceeding so long as such settlement (i) includes anunconditional release of KZC, in form and substance reasonably satisfactory toKZC, from all liability on claims that are the subject matter of suchproceeding and (ii) does not include any statement as to or any admissionof fault, culpability or failure to act by or on behalf of KZC.

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## (b)           IfCooper, Nystrom, KZC, Representatives or any principal or agent of KZC isrequired to testify, prepare for and/or appear at a deposition or producedocuments at any time after the expiration or termination of this Agreement atany administrative or judicial proceeding relating to any services provided byCooper, Nystrom and KZC hereunder, then KZC shall be entitled to be compensatedby the Company for Cooper, Nystrom and KZC’s associated time charges at ratescommensurate with those set forth in Section 4(a)  and to bereimbursed for reasonable out-of-pocket expenses, including counsel fees.

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## (c)           TheCompany has furnished to Cooper, Nystrom and KZC a true, correct and completecopy of the **Directors, Officers and Corporate LiabilityInsurance Policy No.                   ,Employment Practices Insurance, Policy No.                     ,and Fiduciary Liability Insurance, Policy No.                         **collectively (the “Policies”) issued to the Company by                                                                                 (the “Insurer”).  The Company representsthat the Policies are in full force and effect and that no event has occurredthat constitutes or, with the passage of time or notice would constitute, anevent of default thereunder or that would otherwise give the Insurer any rightto cancel such Policies.  Promptly and inany event within two business days of the Company approving this Agreement, theCompany shall notify the Insurer of the election of Cooper as the Chief ExecutiveOfficer and Nystrom as the Chief Operating Officer and of the appointment ofany Associate Directors who become an officer of the Company.  The Company shall cause its insurance brokerto send copies of all documentation and other communications regarding thePolicies, including without limitation any renewal or cancellation thereof, tothe attention of KZC, in the manner set forth herein, and Cooper, Nystrom andany Associate Directors who become officers of the Company shall have allindemnities available to the officers of the Company pursuant to the Company’sConstitutive Documents.  As long as thesame can be done at a commercially reasonable cost, during the term of thisAgreement, the Company shall maintain directors and officers liabilityinsurance coverage, employment practices insurance coverage and fiduciaryliability insurance coverage comparable as to terms (including withoutlimitation the provisions or any similar provision regarding extension of thediscovery period thereunder) and amounts as that provided under the Policies duringthe term of this Agreement, with any such replacement coverage being obtainedfrom an insurer with a rating from a nationally recognized rating agency notlower than that of the Insurer.  Upon anycancellation or nonrenewal of the Policies by the Insurer, as long as the samecan be done at a commercially reasonable cost, the Company shall exercise itsrights under the applicable clause of the Policies to extend the claim periodfor a one-year “discovery period” 

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## and shallexercise such rights and pay the premium required thereunder within the 30-dayperiod specified therein.  The Companyshall use commercially reasonable efforts, in connection with the next renewalof the Policy, to negotiate to extend the discovery period set forth in thePolicies from one to three years, as long as the same can be obtained at acommercially reasonable cost.

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**8.****             Limitationson Liability.**  The Company agreesthat Cooper, Nystrom, Associate Directors, KZC and its personnel will not beliable to the Company for any claims, liabilities, or expenses relating to thisengagement in excess of the fees paid by them to KZC pursuant to thisAgreement, unless there is a final non-appealable order of a Court of competentjurisdiction, at the trial level, finding Cooper, Nystrom, Associate Directorsand KZC directly liable for gross negligence or willful misconduct.  In no event will Cooper, Nystrom, AssociateDirectors and KZC, or their personnel be liable for special, punitive or exemplaryloss, damages or expenses relating to this engagement.  These limitations on liability provisionsextend to KZC and its employees, representatives, agents and counsel.  The limitation on liability andindemnification contained in this agreement shall survive the completion ortermination of this agreement.

 

**9.****             IndependentContractor / Benefits;** Taxes**.**  The parties intend that Cooper, Nystrom, KZCand the Associate Directors shall render services hereunder as independentcontractors, and nothing herein shall be construed to be inconsistent with thisrelationship or status.  Cooper, Nystrom,KZC and the Associate Directors shall not be entitled to any benefits paid bythe Company to its employees.  Cooper,Nystrom, KZC and the Associate Directors shall be solely responsible for anytax consequences applicable to Cooper, Nystrom, KZC or the Associate Directorsby reason of this Agreement and the relationship established hereunder, and theCompany shall not be responsible for the payment of any federal, state or localtaxes or contributions imposed under any employment insurance, social security,income tax or other tax law or regulation with respect to Cooper, Nystrom, KZCor the Associate Directors’ performance of management services hereunder.  Subject to Section 2(c) of thisAgreement, the parties agree that, subject to the terms and provisions of thisAgreement, Cooper, Nystrom and KZC may perform any duties hereunder and setCooper, Nystrom and KZC’s own work schedule without day-to-day supervision bythe Company.  Notwithstanding anything inthis Agreement to the contrary, the Company shall be entitled to effect anywithholding from any amount payable by it pursuant to this Agreement to theextent required by law.

 

**10.****          Offerof Employment.**  Subject to the lastsentence of Section 3 with respect to Cooper only, the Company agrees topromptly notify KZC if it extends (or solicits the possible interest inreceiving) an offer of employment to an employee or principal of KZC and agreesthat it will pay KZC a cash fee, upon hiring, equal to 150% of the aggregatefirst year’s annualized compensation, including any guaranteed or target bonus,to be paid to KZC’s former principal or employee that the Company hires at anytime up to one year subsequent to the date of the final invoice rendered byCooper, Nystrom and KZC with respect to this Agreement.

 

**11.****          Trial.**  Each party agrees that neither it nor any ofits assignees or successors shall (a) seek a jury trial in any lawsuit,proceeding, counterclaim or any other action based upon, or arising out of orin connection with the engagement of Cooper, Nystrom and KZC by the Company orany services rendered pursuant to such engagement, or (b) seek toconsolidate any such action with any other action in which a jury trial cannotbe or has not been waived. The

 

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provisions ofthis paragraph have been fully discussed by the Company, Cooper, Nystrom andKZC and these provisions shall be subject to no exceptions.  Neither party has agreed with or representedto the other that the provisions of this section will not be fully enforced inall instances.

 

**12.****          Jurisdiction.**  Each party hereby irrevocably andunconditionally (a) submits for itself and its property in any legal actionor proceeding relating to the engagement of Cooper, Nystrom and KZC by theCompany or any services rendered pursuant to such engagement, to the non-exclusivegeneral jurisdiction of the State of New York, the Courts of United States ofAmerica for the Southern District of New York, and appellate courts from anythereof; (b) consents that any such action or proceeding may be brought insuch courts and waives any objection that it may now or hereafter have to thevenue of any such action or proceeding in any such court or that such action orproceeding was brought in an inconvenient court and agrees not to plead orclaim the same; (c) agrees that service of process in any such action orproceeding may be effected by mailing a copy thereof by registered or certifiedmail (or any substantially similar form of mail), postage prepaid, to therespective party at its  address setforth below or at such other address of which the other parties shall have beennotified pursuant thereto; (d) agrees that nothing herein shall affect theright to effect service of process in any other manner permitted by law orshall limit the right to sue in any other jurisdiction; and (e) waives, tothe maximum extent not prohibited by law, any right it may have to claim orrecover in any legal action or proceeding referred to in this subsection anyspecial, exemplary or punitive damages.

 

**13.****          Survivalof Agreement.**  Except as provided inthis Agreement, the obligations set forth under the above captionedConfidentiality, Indemnification, Limitation on Liability, Compensation, Offerof Employment, Trial, and Jurisdiction sections shall survive the expiration,termination, or supersession of this agreement.

 

**14.****          Conflicts. **Cooper, Nystrom and KZC confirm that noemployee of KZC has any financial interest or business connection with theCompany.  However, in the case of publiccompanies, KZC employees may own publicly traded shares and bonds.  Additionally, KZC has run a conflict checkthrough Kroll Inc.’s database, which is an internal computer databasecontaining names of individuals-and entities that are- present or recent formerclients of Kroll, Inc. and its’ subsidiaries, including KZC.  Marsh & McLennan Companies Inc. (“MMC”),KZC’s indirect parent, and its non-Kroll subsidiaries and affiliates do notmaintain a-conflict checking system, and KZC does not presently check forconflicts against MMC and its non-Kroll subsidiaries and affiliates.  Based upon the information presentlyavailable, KZC is aware of no conflicts in connection with thisengagement.  It is understood and agreedthat KZC may accept the representation of other persons whose general businessinterest may compete with the Company’s interest or be adverse to the Company’sinterest, so long as there is no actual or direct conflict of interest.

 

**15.****          Amendments.**  Any amendment to this Agreement shall be madein writing and signed by the parties hereto.

 

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**16.****          Enforceability.**  If any provision of this Agreement shall beinvalid or unenforceable, in whole or in part, then such provision shall bedeemed to be modified or restricted to the extent and in the manner necessaryto render the same valid and enforceable, or shall be deemed excised from thisAgreement, as the case may require, and this Agreement shall be construed andenforced to the maximum extent permitted by law as if such provision had beenoriginally incorporated herein as so modified or restricted or as if suchprovision had not been originally incorporated herein, as the case may be.

 

**17.****          Construction.**  This Agreement shall be construed andinterpreted in accordance with the internal laws of the State of New York.

 

**18.****          Notices.**  All notices, requests, consents and othercommunications hereunder to any party shall be deemed to be sufficient ifcontained in a written instrument delivered in person or duly sent by certifiedmail, postage prepaid; by an overnight delivery service, charges prepaid; or byconfirmed telecopy; addressed to such party at the address set forth below orsuch other address as may hereafter be designated in writing by the addresseeto the addressor:

 

If to the Company:

 

HawaiianTelcom Communications, Inc.c/o The Carlyle Group

520Madison Avenue

NewYork, NY 10022

Attention:James A.  Attwood, Jr.

 

If to KZC:

 

KrollZolfo Cooper LLC

101Eisenhower Parkway, 3rd Floor

Roseland,NJ 07068

Attention:Elizabeth S. Kardos

 

If to Cooper:

 

KrollZolfo Cooper LLC

101Eisenhower Parkway, 3rd Floor

Roseland,NJ 07068Attention: Elizabeth S.  Kardos

 

If to Nystrom:

 

KrollZolfo Cooper LLC

101Eisenhower Parkway, 3rd Floor

Roseland,NJ 07068

Attention:Elizabeth S.  Kardos

 

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Any party may from time to time change its address for the purpose ofnotices to that party by a similar notice specifying a new address, but no suchchange shall be deemed to have been given until it is actually received by theparty sought to be charged with its contents.

 

**19.****          Waivers.**  No claim or right arising out of a breach ordefault under this Agreement shall be discharged in whole or in part by awaiver of that claim or right unless the waiver is supported by considerationand is in writing and executed by the aggrieved party hereto or his or its dulyauthorized agent.  A waiver by any partyhereto of a breach or default by the other party hereto of any provision ofthis Agreement shall not be deemed a waiver of future compliance therewith, andsuch provisions shall remain in full force and effect.

 

**20.****          Counterparts.**  This Agreement may be executed in severalcounterparts, each of which shall be deemed an original, and all of which shalltogether constitute one and the same instrument.

 

**21.****          Disclosure.**  KZC shall not have the right to disclose itsretention by the Company or the successful completion of its services hereunderwithout the prior written consent of the Company.

 

**22.****          EntireAgreement.**  This Agreement and theother documents delivered pursuant hereto, if any, constitute the full andentire understanding and agreement among the parties hereto with regard to thesubjects hereof and thereof and no party shall be liable or bound to any otherin any manner by any representations, warranties, covenants and agreementsexcept as specifically set forth herein and therein.

 

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IN WITNESS WHEREOF, this Agreement has been executed by the parties asof the date first above written.

 
|   | HAWAIIAN TELCOM COMMUNICATIONS,  INC. |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ James A. Attwood, Jr. |
|   | Title:                                |
|   |                                  |
|   | KROLL ZOLFO COOPER LLC                |

 

 
|   | By:                          | /s/ Elizabeth Kardos |
|--------|------------------------------|----------------------|
|   | Title:  General Counsel |
|   |                         |
|   | STEPHEN F.   COOPER     |

 

 
|   | By:                   | /s/ Stephen F. Cooper |
|--------|-----------------------|-----------------------|
|   | Title:  Chairman |
|   |                  |
|   | KEVIN NYSTROM         |

 

 
|   | By:                    | /s/ Kevin Nystrom |
|--------|------------------------|-------------------|
|   | Title: Senior Director |

 

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