**Exhibit 10.29**

 

**HawaiianTelcom & Accenture CONFIDENTIAL**

** **

**AmendmentNumber Ten**

** **

**ToApplication Services Agreement**

** **

**January 1,2008**

** **

**CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OFTHIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THECOMMSSION.**

** **

----

 

**AMENDMENTNUMBER TEN**

 

**TOAPPLICATION SERVICES AGREEMENT**

 

This Amendment Number Ten (“Amendment”),effective as of January 1, 2008 (the “Effective Date”), is betweenHawaiian Telcom Communications, Inc. (“Hawaiian Telcom”) and Accenture LLP(“Accenture”). Accenture and Hawaiian Telcom may be referred to in thisAmendment individually as “Party” and together as “Parties.”

 

The Partiesentered into that certain Application Services Agreement, effective as of February 5,2007 (the “Agreement”), which the Parties now desire to amend.

 

The Parties agree to modify and amend theAgreement, as follows:

 

1.               **Amendmentto ARTICLE IX**: Section 9.4, Invoices, Method of Payment;Finance Charges, (a) Invoicing; (ii) Enhancement Services, ismodified to read, in its entirety, as follows:

 

“For Enhancement Services,Accenture shall render a single consolidated monthly invoice at the end of themonth that will be the sum of:

 

(i)            FixedEnhancement Service Charges for Fixed Enhancement Services to be providedduring the current month.

(ii)           VariableEnhancement Services Charges for Variable Enhancement Services provided duringthe current month.

 

Accenture shall provideHawaiian Telcom with a monthly utilization report outlining personnel that havebeen deployed during an invoicing period describing the Enhancement Servicesprovided by such personnel.”

 

2.                       **Amendment to Exhibit B-2:** Section 1.2,Term, of Exhibit B-2, Enhancement Services Statement of Work, is modifiedto read, in its entirety, as follows:

 

**“**This Statementof Work shall be extended from the Effective Date and expire on June 30,2008, unless an extension is otherwise agreed upon in writing by the Parties(the “Enhancement Services Term”), provided that the expiration of thisStatement of Work shall not limit any of the warranties provided for in theAgreement.”

 

3.                       **Amendment to Exhibit B-2:** Sections1.3(d), Scope & Resources, of Exhibit B-2, Enhancement ServicesStatement of Work, is modified to read, in its entirety, as follows:

 

“HawaiianTelcom may review and provide input on individuals to be assigned to the FixedEnhancement Services Team and Variable Enhancement Team.  If Hawaiian Telcom objects to the proposedassignment, the Parties shall work in good faith to promptly resolve HawaiianTelcom’s concerns on a mutually agreeable basis prior to assignment of theindividual.

 

1

----

 

HawaiianTelcom will provide thirty (30) days prior written notice for requests toexchange the FTEs roles described in the Fixed Enhancement Team, as outlined inExhibit D-2, Table 1.  Such requestswill be submitted in writing by Hawaiian Telcom to Accenture describing therevised roles and skills requested and the FTEs requested to be exchanged forthe Fixed Enhancement Team. Accenture will notify Hawaiian Telcom of anychanges to the Fixed Enhancement Service Charges or additional out of pocketexpenses that may result from the requested adjustments.  Changes to the Fixed Enhancement ServiceCharges will only take effect upon written acceptance of a mutually agreedChange Order.

 

HawaiianTelcom will provide thirty (30) days written notice for requests to increase ordecrease Variable Enhancement personnel. Accenture will notify Hawaiian Telcom of any changes to the VariableEnhancement personnel that may result from Hawaiian Telcom requested scope ofwork or projects.  Changes to theVariable Enhancement Service Charges will only take effect upon writtenacceptance of a mutually agreed Change Order. Notwithstanding the foregoing, where a Variable Enhancement resource isadded solely to perform work on a specific project and for a finite period oftime, no notice to remove such resource will be required and Accenture willidentify upfront any additional out of pocket expenses that may result in thisevent as part of such a mutually agreed Change Order.

 

HawaiianTelcom may request replacement of individuals assigned to the Fixed EnhancementServices Team and Variable Enhancement Team for unsatisfactory performance atany time in accordance with Section 8.5 of the Agreement.

 

Notwithstandingthe foregoing notice periods, in the case of a request to add an additionalresource, Accenture will use Reasonable Efforts to accommodate such request bythe date requested by Hawaiian Telcom, and in the case of a removal of aresource, Accenture will use Reasonable Efforts to re-deploy such resource bythe date Hawaiian Telcom identifies as the date such resource is no longerrequired.”

 

4.                       **Amendment to Exhibit B-2:** Sections1.3(f), is deleted in its entirety.

 

5.                       **Amendment to Exhibit B-2:** Sections1.4(b), Enhancement Capacity Work Orders, is deleted in its entirety.

 

6.***                      *Amendment to Exhibit B-2:**Sections 1.4(c), General Enhancement Work Order, and 1.4(d), Work Order, are deletedin its entirety.  Also, Section 1.4(e) ismodified to read, in its entirety, as follows:

**“UnassignedEnhancement Team Members. **If any memberof the Enhancement Team is not assigned to a specific project, or if they areassigned to a specific project but otherwise have excess capacity andappropriate skills, they will perform such Enhancement Services or AM Servicesas directed by Hawaiian Telcom from time to time.  Correspondingly, Hawaiian Telcom shall havethe right to assign members of the Discretionary AM Services Team to performEnhancement Services from time to time.”

 

7.                       **Amendment to Exhibit B-2:**Sections 1.4(f), Non-Enhancement Capacity Resource Pool Resources, is deletedin its entirety.

 

2

----

 

8.                       **Amendment to Exhibit B-2:** Section 1.5,Charges, of Exhibit B-2, Enhancement Services Statement of Work, ismodified to read, in its entirety, as follows:

 

“Thecharges for Enhancement Services from the Effective Date will be in accordancewith the revised Exhibit D (Charges) and Attachment D-2(Enhancement Services Charge) as outlined below.  All figures are United States Dollars.”

 

9.                       **Amendment to Exhibit D:**Sections 3.1 & 3.2, Summary of Charges & Enhancement CapacityWork Orders, of Exhibit D, Charges, is modified to read, in its entirety,as follows:

 

“3.1The monthly charges for Enhancement Services will be the sum of the:

 

(i)                                     FixedEnhancement Services Charges; and

(ii)                                  VariableEnhancement Services Charges.”

 

**3.1 (a) Fixed Enhancement Team & Charges**

 

HawaiianTelcom authorizes and Accenture will provide **[ * ]** (“FTEs”) at a fixed monthly charge includingexpenses of **[ * ]** as set forthbelow for the Enhancement Services Term:

 
| **ROLE**                                | ** ** | **[ * ]** |
|-----------------------------------------|------------|-----------|
| Senior Manager - US                     |       | [ * ]     |
| Project Manager - US                    |       | [ * ]     |
| Business Consultant/Analyst - US        |       | [ * ]     |
| Technical Lead - US                     |       | [ * ]     |
| Snr Programmer - US                     |       | [ * ]     |
| Programmer - US                         |       | [ * ]     |
| Project Manager - Manila                |       | [ * ]     |
| Technical Lead - Manila                 |       | [ * ]     |
| Snr Programmer - Manila                 |       | [ * ]     |
| Programmer, Manila                      |       | [ * ]     |
|                                    |       |      |
| **Total FTE**                           |       | [ * ]     |
| **Revised Enhancement Service Charges** |       | [ * ]     |

 

**Exhibit D-2,** Table 1 – Fixed EnhancementTeam & Charges

Note:Replacing p.27 of Exhibit D-2 only

 

----

* Confidential materialredacted and filed separately with the Commission.

 

3

----

 

**3.1 (b) Variable Enhancement Team & Charges**

 

Ifthe Parties agree that demand requirements exceed **[ * ]******assigned to theFixed Enhancement Services Team, Variable Enhancement Team resources will beadded, subject to acceptance of a mutually agreed Change Order that documentsany additional authorized capacity. Hawaiian Telcom will have no obligation to pay for, and Accenture willhave no obligation to provide, in excess of **[ * ]** or any Variable Enhancement Team FTEs, exceptsubject to a mutually agreed Change Order. Hawaiian Telcom will pay the Variable Enhancement Service Charges on atime and materials (“T&M”) basis as set forth below in the VariableEnhancement Team Charges Table (Exhibit **D-2**,Table 2):

 
| **Role**                         | ** ** | **[ * ]** |
|----------------------------------|------------|-----------|
| Senior Manager - US              |       | [ * ]     |
| Project Manager - US             |       | [ * ]     |
| Business Consultant/Analyst - US |       | [ * ]     |
| Technical Lead – US         |       | [ * ]     |
| Snr Programmer – US         |       | [ * ]     |
| Programmer – US             |       | [ * ]     |
| Project Manager - Manila         |       | [ * ]     |
| Technical Lead - Manila          |       | [ * ]     |
| Snr Programmer - Manila          |       | [ * ]     |
| Programmer, Manila               |       | [ * ]     |

 

**Exhibit D-2,** Table 2 – VariableEnhancement Team & Charges

Note:Replacing p.27 of Exhibit D-2 only

 

**3.2** The Enhancement Services scope of work forthe Hawaiian Telcom authorized capacity will be prioritized by Hawaiian Telcomand defined in a mutually agreed project plan maintained by the Parties.  The project plan will be used as a basis forplanning and tracking of resource utilization. Such project plan shall include the following information:

 

(i)            detaileddescription of the scope of Services to be provided by the authorized capacityincluding Deliverables to be provided;

(ii)           detaileddescription of Hawaiian Telcom’s obligations;

(iii)          the schedulefor performance of the Services including planned milestone dates (for which theAcceptance sign-off procedures defined in Exhibit C of the Agreement willbe used);

(iv)          any additionalresources required to be provided by Hawaiian Telcom for the performance of theServices.

 

----

* Confidential materialredacted and filed separately with the Commission.

 

4

----

 

Accenture and Hawaiian Telcom willuse Reasonable Efforts with then currently deployed personnel to completespecific projects by the applicable planned milestones referred to in subsection(iii) above.  Additionally,Enhancement Services resources will not be used to perform AM Services orwarranty services unless otherwise approved by Hawaiian Telcom.

 

Any changes in scope orplanned effort will be documented in the project plan and both parties willwork together in good faith to jointly reprioritize the assignments for theHawaiian Telcom authorized capacity for Enhancements Services.

 

10.                 **Amendment to Exhibit D:**Sections3.3 & 3.4, Resources Not Dedicated to Enhancement Capacity Work Order &Non-Enhancement Capacity Resource Pool Resources, is deleted in its entirety.

 

11.                 **Termination for Convenience**:Hawaiian Telcom may terminate, for convenience, the Enhancement ServicesStatement of Work with thirty (30) days written notice without liability otherthan for payment of applicable Enhancement Services Charges provided up to theeffective date of termination. In the case of early termination, Accenture willalso invoice Hawaiian Telcom for any additional out-of-pocket expenses incurredonly as a result of early termination such as apartment lease early exit/breakfees.

 

12.                 **Scope Management and Reporting: **The Parties hereby agreethat Enhancement Services scope may be refined and further modified as mutuallyagreed in writing during the Enhancement Services Term and shall at all timesbe documented via the Agreement’s change control procedures.  Accenture will provide monthly status reportsthat will track planned and actual schedules, costs and budget for each activeproject as reasonably required and agreed to with Hawaiian Telcom.

 

EnhancementServices projects will be scheduled for deployment to production in accordancewith a monthly release management process or as otherwise mutually agreed bythe parties.

 

13.                 **Defined Terms:** Any terms not definedin this Amendment will have the same meaning as in the Agreement.

 

14.                 **Effect of Amendment:**  Unless otherwise amended herein, all termsand conditions of the Agreement remain unmodified and in full force and effect.

 

*** * * * * * ***

 

*[Balance of page intentionally left blank; signature page follows]*

 

5

----

 

IN WITNESS WHEREOF, this Amendment has beenduly executed by and on behalf of the Parties hereto as of the Effective Date.

 

**HAWAIIAN TELCOM COMMUNICATIONS, INC.**

 
| By:    | /s/ Michael S. Ruley    |   |
|--------|-------------------------|--------|
|   |                    |
| Name:  | Michael S. Ruley        |
|   |                    |
| Title: | Chief Executive Officer |
|   |                    |
| Date:  | January 3, 2008    |

 

 

**ACCENTURE LLP**

 
| By:    | /s/ Timothy A. Hale  |   |
|--------|----------------------|--------|
|   |                 |   |
| Name:  | Timothy A. Hale      |
|   |                 |
| Title: | Partner              |
|   |                 |
| Date:  | January 3, 2008 |

 

6

----