**EXHIBIT 10.17**

**AMENDMENTNO. 1 TO**

**VERIZONPROPRIETARY SOFTWARE LICENSE AGREEMENT**

THIS AMENDMENT NO. 1 TOTHE VERIZON PROPRIETARY SOFTWARE LICENSE AGREEMENT (“**Amendment**”), is entered into as of March 5, 2007 (the “**Amendment Effective Date**”) by and among GTECORPORATION, a New York corporation (“**Seller**”)and Hawaiian Telcom Communications, Inc. (“**Hawaiian Telcom**”),a Delaware Corporation (together the “**Parties**,”individually each a “**Party**”).

Whereas, theParties entered into that certain Verizon Proprietary Software License Agreementdated May 2, 2005 (the “**SLA**”),pursuant to which Hawaiian Telcom licenses certain Software from Seller;

Whereas, pursuantto the SLA, BearingPoint, Inc. (“**BearingPoint**”),a Service Provider of Hawaiian Telcom, is a permitted sublicensee of theSoftware;

Whereas, pursuantto the SLA, BearingPoint is permitted to use the Software at its Tyson’sCorner, Virginia and Denver Colorado data center facilities and at theBearingPoint Development Center in Chennai, India;

Whereas, pursuant tothe SLA, Hewlett Packard, a contractor to BearingPoint, is permitted to use theSoftware at its Littleton, Massachusetts and Houston, Texas data centerfacilities;

Whereas, theParties wish to amend the SLA (i) to permit a new Service Provider of HawaiianTelcom, Accenture, LLP (“**Accenture**”), touse the Software at Accenture’s Manila Delivery **Centerfacilities located** at Union Bank Plaza, Meralco Avenue cor. Onyx St.and Saphire Road, Ortigas Center, Pasig City, Manila, 1605 Philippines andRobinson’s Cybergate Center Tower 1, Pioneer Street corner EDSA, MandaluyongCity, Manila, 1554 Philippines pursuant to a sublicense that has been approvedby Seller in accordance with Section 3.8 of the SLA, (ii) in the event thatHawaiian Telcom directly retains Hewlett Packard as a Service Provider, topermit Hewlett Packard to continue to use the Software at its Littleton,Massachusetts and Houston, Texas data center facilities pursuant to asublicense approved by Seller in accordance with Section 3.8 of the SLA, and(iii) to provide for the termination of the use by BearingPoint of the Softwareoutside the United States;

Now, therefore, inconsideration of the mutual covenants and promises contained herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:

**1.****              DEFINITIONS**.

Capitalized terms usedbut not defined in this Amendment have the meaning given them in the SLA.

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**2.****                                      AMENDMENTTO SLA**

**2.1 **        Section 2.2 of the SLA is deleted in its entirety and thefollowing substituted therefor:

**2.2** Licensee shall not permit an In-GeographyService Provider, an Outside-Geography Service Provider or a Backup StorageProvider to use, access or maintain the Software outside the United Stateswithout the prior written consent of Seller. Seller hereby consents to the use, access, and maintenance of theSoftware by one of Licensee’s current Outside-Geography Service Providers,BearingPoint, Inc. (“BearingPoint”), at the BearingPoint Development Center inChennai, India pursuant to a sublicense approved by Seller in accordance withSection 3.8, provided that, in connection with such use, Licensee requiresBearingPoint to comply with the (i) Business Continuity Plan, Archive PlanPhysical and Logical Security Overview, (ii) Information Security Policies andGuidelines, (iii) Network Security Policy and (iv) Background Check Standards,****all as attached hereto as Schedule C-1 (the “BearingPointSecurity Procedures”), and such use, access and maintenance of the Software byBearingPoint terminates in accordance with Section 3.10.  Seller hereby consents to the use, access,and maintenance of the Software by one of Licensee’s current Outside-GeographyService Providers, Accenture, LLP (“Accenture”), at Accenture’s Manila Delivery**Center facilities located** at Union BankPlaza, Meralco Avenue cor. Onyx St. and Saphire Road, Ortigas Center, PasigCity, Manila, 1605 Philippines and Robinson’s Cybergate Center Tower 1, PioneerStreet corner EDSA, Mandaluyong City, Manila, 1554 Philippines (hereinafter the“Manila Delivery Center”) pursuant to a sublicense approved by Seller inaccordance with Section 3.8, provided that, in connection with such use,Licensee requires Accenture to comply with the security procedures attached heretoas Schedule C-2 (the “Accenture Security Procedures,” wherein the BearingPointSecurity Procedures and the Accenture Security Procedures are collectivelyreferred to herein as the “Security Procedures”), and such use, access andmaintenance of the Software by Accenture is in accordance with Section 3.10.  The Parties hereby acknowledge and agreethat, notwithstanding that the Manila Delivery Center is comprised of twoAccenture facilities, the Manila Delivery Center shall be deemed to be a singleforeign facility for purposes of Section 3.3. Seller will work in good faith with Licensee to promptly assess anddetermine the acceptability of any future In-Geography Service Provider,Outside-Geography Service Provider (or new offshore location for an existingService Provider) or Backup Storage Provider proposed by Licensee to use,access, or maintain the Software outside the United States.

**2.2 **        Section3.3 of the SLA is deleted in its entirety and the following substitutedtherefor:

**3.3**  The Software shall be handled, used andstored, solely at Licensee’s facilities (and the facilities of the then currentIn-Geography Service Providers, Outside-Geography Service Providers and BackupStorage Provider, but only to the extent expressly permitted pursuant to thisSection, Section 2.2 above and Sections 3.8 and 3.9 below).  Although the Software may be used either frommachines or servers, there shall be no external network access of the Software(i.e., by any computers or terminals not located at the Licensee’s facilities)except at (i) any of two (2) United States facilities of a single In-Geography 

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Service Provider orOutside-Geography Service Provider identified by Licensee, and (ii) a singleforeign facility of a single In-Geography Service Provider or Outside-GeographyService Provider approved in accordance with Section 2.2 (except as permittedunder Section 3.10).  Seller furtheragrees to permit external network access of the Software by Hewlett Packard,(i) as contractor to BearingPoint, at any of two (2) United States facilitiesof Hewlett Packard, provided Hewlett-Packard meets the requirements of Section3.4 of this SLA, or (ii) in the event that Hewlett Packard is directly retainedby Hawaiian Telcom as a Service Provider, at any of two (2) United Statesfacilities of Hewlett Packard, provided that Hawaiian Telcom enters into asublicense with Hewlett Packard, and the sublicense is approved by Sellerpursuant to Section 3.8.  Seller herebyagrees to BearingPoint’s use of the Software in accordance with a sublicenseapproved by Seller pursuant to Section 3.8 at BearingPoint’s Tysons Corner,Virginia data center facilities and BearingPoint’s Denver, Colorado data centerfacilities.  Further, (i) subject toHewlett Packard’s meeting the requirements of Section 3.4, Seller hereby agreesto BearingPoint’s and Hewlett Packard’s use of the Software in accordance witha sublicense approved by Seller pursuant to Section 3.8 at Hewlett Packard’sLittleton, Massachusetts and Houston, Texas data center facilities, or (ii) inthe event that Hewlett Packard is directly retained by Hawaiian Telcom as aService Provider, Seller hereby agrees to Hewlett Packard’s use of the Softwarein accordance with a sublicense approved by Seller pursuant to Section 3.8 at HewlettPackard’s Littleton, Massachusetts and Houston, Texas data center facilities.  Seller hereby agrees to the use of theSoftware by BearingPoint at the BearingPoint Development Center in Chennai,India in accordance with a sublicense approved by Seller pursuant to Section3.8, provided that BearingPoint, in maintaining and using the Software inChennai, India, is required by Licensee to comply with the BearingPointSecurity Procedures, and provided Licensee and BearingPoint comply with Section3.10.  Finally, Seller hereby agrees tothe use of the Software by Accenture at Accenture’s Manila Delivery Center inManila, Philippines in accordance with a sublicense approved by Seller pursuantto Section 3.8, provided that Accenture, in maintaining and using the Softwarein Manila, Philippines, is required by Licensee to comply with the Accenture SecurityProcedures, and provided Licensee complies with Section 3.10.

**2.3 **        Schedule C to the SLA shallhereinafter be referred to as Schedule C-1; and a new Schedule C-2 is added,which schedule is attached hereto.

**2.4 **        New Section 3.10 is added as follows:

**3.10  Transitional Use by BearingPoint; ConcurrentUse by Accenture.**  Uponwritten notice by Licensee to Licensor that Licensee intends to transition alluse, access and maintenance of the Software by BearingPoint outside the UnitedStates to the Accenture Manila Delivery Center as of a date specified in saidnotice (the “Transition Date”):

(a)           Licensee may enter into a licenseagreement with Accenture acceptable to Licensor pursuant to Sections 2.2 and3.8, to be effective on or after the Transition Date;

(b)           BearingPoint may continue to use,access, and maintain the Software at the BearingPoint Development Center inChennai, India, subject to the terms of this SLA, but 

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solely for a transitionalperiod not to exceed 150 days from the Transition Date.  For the avoidance of doubt, at the end ofthis 150 day transitional period, BearingPoint’s rights to use, access andmaintain the Software at the BearingPoint Development Center in Chennai, Indiashall terminate, and Licensee shall require BearingPoint to remove all copiesof the Software from the BearingPoint Development Center in Chennai, India, andprohibit any access to the Software from the BearingPoint Development Center inChennai, India.

**2.5**  The parties agree that this Amendmentconstitutes the notice required by Section 3.10, and the Transition Date shallbe the Amendment Effective Date.

**3.             FULL FORCE AND EFFECT**.

The SLA, as amended bythis Amendment and effective as of the Amendment Effective Date, remains infull force and effect.

*Signaturepage follows*

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**IN WITNESS WHEREOF,** the Parties’ authorizedrepresentatives have executed this Amendment No. 1 to the Verizon ProprietarySoftware License Agreement.
| **HAWAIIAN TELCOM   COMMUNICATIONS, INC.** | ** ** | **GTE CORPORATION** |
|--------------------------------------------|------------|---------------------|
| ** **                                 | ** ** | ** **          |
| ** **                                 | ** ** | ** **          |
| By:                                        |       |                |   | By: |   |
|                                       | Name:      |                |   | Name: |
|                                       | Title:     |                |   | Title: |
|                                            |            |                     |  |  |  |

 

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