**Exhibit10.5**

**AMENDMENT TWO**

**TO**

**DIRECTORYSERVICES AGREEMENT**

This Amendment Two (this“**Amendment**”) is entered into as of  December 21, 2005 (the “**AmendmentEffective Date**”), by and between **HawaiianTelcom Communications, Inc.,** a Delaware corporation (as successor ininterest to Hawaiian Telcom Mergersub, Inc.) (hereinafter referred to as “**Publisher**”), and **L. M. Berry and Company**,a Georgia corporation (“**Berry**”), and isan amendment to the Directory Services Agreement (the “**DirectoryServices Agreement**”) made and entered into effective as of February4, 2005, by and between Publisher and Berry. All capitalized terms used herein but not defined herein will have themeanings assigned to them in the Directory Services Agreement. 

**1.**             Thedefinitions of Gross Print Advertising Sold and Gross Internet Advertising Soldin Schedule 8 are hereby modified to include Hawaii excise taxes regardless ofwhether the excise tax is separately billed to customers on the advertiserbilling. 

**2.**             GrossPrint Advertising Revenues Sold for the 2005 Directories are stipulated by theparties to exceed $63 million for the purpose of determining the rate of basecompensation as provided for in Schedule 8, Section 2.2. 

**3.**             GrossPrint Advertising Revenues Sold for the 2005 Directories, for the purpose ofestablishing the base for determining Incentive Compensation as provided for inSchedule 8, Section 2.2 will be stipulated to be $64,234,118.  Incentive Compensation shall be paid to Berryfor 2006 Directories should the Gross Print and Internet Advertising RevenuesSold exceeds $68,067,668.  IncentiveCompensation shall be paid to Berry for 2007 Directories should the Gross Printand Internet Advertising Revenues Sold exceeds $70,984,937. 

**4.**             Publisher’sright of termination under Section 8.3(b) is hereby modified to apply only ifGross Print and Internet Advertising Revenues Sold for the 2007 Directories areless than $68,145,976. 

**5.**             Theparties further agree, notwithstanding any language to the contrary containedin the Agreement or any Schedule, print advertising rates for the 2006 Oahudirectories shall be maintained at the same level as for the 2005 Oahudirectories and print advertising rates for the 2007 Island directories (Maui,Kauai, and Hawaii) shall be maintained at the same level as for the 2006 Islanddirectories, without regard to the previously included excise tax, and HawaiianTelcom will add 4.166% to all print advertising billing beginning approximatelyApril 2006 to incrementally assess state excise taxes. 

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**COUNTERPARTS**

This Amendment may beexecuted in any number of counterparts, but all such counterparts shallconstitute but one agreement. 

**NO OTHER CHANGES**

Except as expresslyprovided for in this Amendment, all of the terms, conditions and provisions ofthe Directory Services Agreement remain unaltered and are in full force andeffect. The Directory Services Agreement and this Amendment shall be read andconstrued as one agreement. 

**IN WITNESS WHEREOF**,the parties hereto have executed this Amendment as of the date first abovewritten. 
| **L. M. BERRY AND COMPANY** | ** **        | **HAWAIIAN TELCOM**      |
|-----------------------------|-------------------|--------------------------|
| ** **                  | ** **        | **COMMUNICATIONS, INC.** |
| ** **                  | ** **        | ** **               |
| ** **                  | ** **        | ** **               | ** ** |
| /s/ Daniel J.  Graham       |              | /s/ Alan M. Oshima       |   |
|                        |              |                     |   |
| By:                         | Daniel J. Graham  | By:                      | Alan M. Oshima |
|                        |              |                     |   |
| Title:                      | President and CEO | Title:                   | SVP, General Counsel & Secretary |
|                             |                   |                          |  |  |  |  |  |

 

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