**EXHIBIT 10.6**

**AMENDMENT********THREE**

**TO**

**DIRECTORY****SERVICES AGREEMENT**

This Amendment Three (this “**Amendment**”) is entered into as of September29, 2006 (the “**Amendment****Effective Date**”), by and between**Hawaiian TelcomCommunications, Inc.**, a Delaware corporation (as successor in interest to Hawaiian Telcom Mergersub, Inc.) (hereinafter referred to as “**Publisher**”), and  **L. M. Berry and Company**, a Georgia corporation (“**Berry**”), and is an amendment to the Directory Services Agreement (the “**DirectoryServices****Agreement**”) made and entered into effective as of February 4, 2005, by and between Publisher and Berry.  All capitalized terms used herein but not defined herein will have the meanings assigned to them in the Directory Services Agreement.

**1.****           **Additional Short Term Services To Be Provided by Berry to Publisher

Publisher acknowledges that, Effective January 1, 2006, it authorized Berry to perform the following additional short term services.  Publisher also authorizespayment of these services to be calculated and paid as a credit on the monthlysettlement between Berry and Publisher.  At any time, when Publisher can assumeresponsibility for the services listed below, Berry will no longer assume responsibility and will discontinue billing that portion of the services.  Thereafterthe service(s) for which Publisher has assumed responsibility will no longer becovered by the servicesagreement.  These services and the pricing for these services will be provided through December 31, 2006. Any continuation of theseservices and the charges for the services after that date will be subject to the mutual agreement of both parties.

| Service Provided                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **Monthly Charge** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------|------------|
| Manual Service Order Processing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | $                       | 30,000     |   |
| In order to automate  this process, HT is required  to provide Berry with an electronic file in the format  requested by Berry in order for Berry to automate    residential service order processing. Once a file is received,    depending on the compliance  with the format   requested, Berry will be able to automate the residential   process within approximately 30 days of receipt of the file.  When automation of residential activity is complete,  the fee for this service will be eliminated. |       |                    |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                    |       |
| White Pages Publishing Responsibility                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       | $                       | 70,000     |   |
| When Publisher can provide Berry with    a white pages publishing file in the format requested,  and the  HT file is used to publish the actual white   pages, Berry will no longer have to maintain white page listings and the fee for this service will be eliminated.                                                                                                                                                                                                                                      |       |                    |       |

 

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|                                  |   |   |    |
|---------------------------------------|--------|--------|---------|
| Billing Services                      |   | $      | 25,000  |   |
| Breakdown of services are as follows; |   |   |    |
| Billing Services                      |   | $      | 11,000  |   |
| AR Systems Support                    |   | $      | 6,000   |   |
| Collection Services                   |   | $      | 5,500   |   |
| Postage, printing, etc                |   | $      | 2,500   |   |
|                                  |   |   |    |
|                                  |   |   |    |
| Total                                 |   | $      | 125,000 |   |

 
| As services noted are assumed by Publisher, the associated charges will be  eliminated from the monthly charges to Publisher. |   |   |   |
|-------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|

 

**COUNTERPARTS**

This Amendment may be executed in any number of counterparts, but all such counterparts shall constitute but one agreement.

**NO****OTHER CHANGES**

Except as expressly provided for in this Amendment, all of the terms, conditions and provisions of the Directory Services Agreement remain unaltered and are in full force and effect.  TheDirectory Services Agreement and this Amendment shall be read and construed as oneagreement.

**IN WITNESS WHEREOF,**the partieshereto have executed this Amendment as of the date first above written.
| **L. M. BERRY AND COMPANY** | **HAWAIIAN TELCOM**      |       |                       |   |   |
|-----------------------------|--------------------------|------------|----------------------------|--------|--------|
|                        | **COMMUNICATIONS, INC.** |       |                       |
|                        |                     | ** ** |                       |   |
|                        |                     | ** ** |                       |   |
|                        |                     | ** ** |                       |   |
| /s/                         | Daniel J. Graham         |       | /s/ Daniel P. O’Brien |   |
|                        |                     |       |                       |   |   |   |   |
| By:                         | Daniel J. Graham         | By:        | Daniel P. O’Brien     |   |   |   |   |
|                        |                     |       |                       |   |   |   |   |
| Title:                      | President and CEO        | Title:     | CFO                        |   |   |   |   |
|                             |                          |            |                            |        |        |  |  |  |  |  |  |

 

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