Exhibit
10.1


 


Amendment Number Thirteen


 


To Application Services Agreement


 


December 1, 2008


 

















 


AMENDMENT NUMBER THIRTEEN


 


TO APPLICATION SERVICES AGREEMENT


 


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


 


The
Parties entered 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 the Agreement, as follows:


 


1.               Amendment
to ARTICLE II: Section 2.1, Agreement Term, is modified to
read, in its entirety, as follows:


 


“The
term of this Agreement shall commence on the Effective Date and end January 31,
2009, unless earlier terminated in accordance with the terms of this Agreement
(the “Term”).  The term of each of the
initial Statements of Work is set forth in the respective Statement of
Work.  Any additional Statement of Work
shall specify its term.  If any Statement
of Work has a stated term which extends beyond the Term, the Term shall
continue until the expiration of any such Statement of Work for the purpose of
completing such Statement of Work, provided that it will not extend the term of
any other Statement of Work.”


 


2.               Amendment
to SOW Term:  The term for
the Services and Statements of Work are also deemed amended and extended to January 31,
2009 for all Exhibits other than Exhibit B-1 (Recovery Services Statement
of Work), including the following Exhibits, as revised in writing by the
Parties from time to time:


 


	
  (i)

  	
   

  	
  Exhibit B-2, Enhancement
  Services SOW, provided that any variable resource Change Orders shall expire
  according to the original date in the Change Order unless otherwise extended
  in writing.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Exhibit B-3, Application
  Management Services SOW

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Exhibit B-4,
  Cross-Functional Services SOW

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Exhibit B-5, Termination
  Assistance Services

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Exhibit B-6, Billing
  Fallout Queue Management SOW

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Exhibit B-7, Infrastructure Management Services SOW

  



 


3.               Charges. Schedule A
indicates the charges applicable during this extension period.  The parties are currently engaged in a bid
process to migrate part or all of the scope of this Application Services
Agreement to a new Master Services Agreement (the “New Agreement”).  In the event that the New Agreement is
executed prior to January 31, 2009, the terms of the New Agreement will
supersede this Agreement for all migrated SOWs and the fixed monthly charges
specified in Schedule A for the migrated SOWs will be prorated accordingly.


 


4.               Termination
Assistance Services. For the avoidance of doubt, Accenture
acknowledges that it has received timely written notice from Hawaiian Telcom of
its election to receive Termination Assistance Services, and that Hawaiian
Telcom is not required to issue further notice of such election as a result of
the revised Term pursuant to this Amendment.


 


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5.               Defined
Terms: Any terms not defined in this Amendment will have the same meaning as
in the Agreement.


 


6.               Effect
of Amendment: Unless otherwise amended herein, all terms and
conditions of the Agreement, as previously amended, remain unmodified and in
full force and effect.


 


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


 


HAWAIIAN
TELCOM COMMUNICATIONS, INC.


 


	
  By:

  	
  /s/
  Eric K. Yeaman 

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Eric
  K. Yeaman

  
	
   

  	
   

  
	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  
	
  Date:

  	
  November 28,
  2008

  



 


ACCENTURE
LLP


 


	
  By:

  	
  /s/
  Ciaran O’Flaherty

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Ciaran
  O’Flaherty

  
	
   

  	
   

  
	
  Title:

  	
  Senior
  Executive

  
	
   

  	
   

  
	
  Date:

  	
  November 20,
  2008

  



 


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