TRANSITION AGREEMENT

TRANSITION AGREEMENT

     THIS TRANSITION AGREEMENT (this “ Transition Agreement ”) is made and entered into effective as of February 6, 2007 (the “ Effective Date ”) by and between Hawaiian Telcom Communications, Inc, a Delaware corporation (“ HT ”), and BearingPoint, Inc., a Delaware corporation (“ BE ”). HT and BE are collectively referred to herein as the “ Parties .”

RECITALS

           WHEREAS , effective as of the Effective Date, HT and BE have executed and delivered a Settlement Agreement (the “ Settlement Agreement ”) providing, among other things, for the resolution of certain disputes between the Parties, including those under and in connection with the Master Services Agreement, effective as of August 2, 2004 (together with any amendments thereto or change requests executed thereunder, the “ MSA ”), between HT and BE;

           WHEREAS , as part of the Settlement Agreement, HT and BE desire to document their agreement for the provision by BE of certain transition assistance services (the “ Transition Services ”) during the disengagement and transition of the services provided under the MSA to HT’s successor service provider (the “ Transition ”);

           WHEREAS , certain capitalized terms used in this Transition Agreement shall have the respective meanings set forth in Article X and other capitalized terms are defined in the context in which they are used in this Transition Agreement; and

           WHEREAS , any capitalized terms used in this Transition Agreement that are not otherwise defined in this Transition Agreement shall have the respective meanings (1) set forth in the Settlement Agreement, or (2) to the extent not defined in the Settlement Agreement, set forth in the MSA.

           NOW, THEREFORE , in consideration of the premises, the terms and conditions set forth herein and of the mutual covenants of the parties hereinafter expressed, the Parties hereby agree as follows:

ARTICLE I.
TERM

     1.1. Initial Term . The initial term of this Transition Agreement will commence on the Effective Date and end at midnight on May 2, 2007 (the “ Initial Term ”).

     1.2. Renewal Term . HT may renew this Transition Agreement to provide for continuing support personnel for one additional period of up to 60 additional days (a “ Renewal Term ” and, together with the Initial Term, the “ Term ”). No less than 21 days before the scheduled expiration of the Initial Term, HT will notify BE in writing if HT desires to renew this Transition Agreement as to part or all of the Transition Services. If HT gives such notice of renewal of this Transition Agreement, the term of this Transition Agreement

will renew as to the Transition Services and the BE personnel identified in the Personnel Plan (as defined below), all as specified in the renewal notice for the time period specified in the renewal notice. This Transition Agreement may not be renewed for any additional periods after the first Renewal Term.

ARTICLE II.
TRANSITION SERVICES

     2.1. Transition Services . Subject to Section 2.2 , BE shall provide certain Transition Services for HT or its designated successor service provider (the “ Successor Provider ”) consisting of the following:

     (a) those functions listed in the IM Services SOW, ADM Services SOW and Cross Functional SOW set forth as Attachments 1 , 2 and 3 hereto (collectively, the “ Operate Services ”);

     (b) those activities listed on the Knowledge Transfer Plans attached as Attachment 4 (collectively, the “ Knowledge Transfer Services ”); and

     (c) those activities listed on the Remediation Priority List attached as Attachment 5 (collectively, the “ Remediation Services ”).

In no event will BE provide any Build Services during the Term (other than any task expressly set forth in the Remediation Priority List as a Remediation Service).

     2.2. Nature of Obligation to Provide Transition Services .

     (a) BE will provide the Operate Services in accordance with the terms of this Transition Agreement.

     (b) BE will provide the Knowledge Transfer Services in accordance with the terms of this Transition Agreement.

     (c) BE will provide the Remediation Services only on a “level of effort” basis, such that to the extent that adequate numbers of BE personnel included in the Personnel Plan are available after providing Operate Services and Knowledge Transfer Services on a priority basis, BE will provide the Remediation Services in the order of their priority reflected on the Remediation Priority List. Notwithstanding anything to the contrary in this Transition Agreement, BE will undertake only those Remediation activities that BE can reasonably complete using the level of support contemplated by the Personnel Plan after providing Operate Services and Knowledge Transfer Services. The Parties acknowledge that BE may not complete all the items on the Remediation Priority List. BE will provide all such Remediation Services in accordance with the terms of this Transition Agreement.

     (d) BE will provide Transition Services to HT keeping work hours that are consistent with general industry standards or as otherwise provided in this paragraph

(d) with respect to BE personnel with a principal work location in Denver. BE personnel with a principal work location in Denver and a home city outside the Denver area (the “ Traveling Resources ”) will generally work in accordance with the following schedule, subject to normal and customary fluctuations and contingencies. Traveling Resources will travel to Denver on an early flight on Monday morning, targeted to arrive in BE’s Denver office prior to 12:00 noon, Mountain Time. Traveling Resources will depart BE’s Denver office no earlier than 4:00 p.m., Mountain Time on Thursdays. Traveling Resources will work until 5:00 p.m. Mountain Time on Mondays, from 8:30 a.m. until 6:00 p.m. Mountain Time on Tuesdays and Wednesdays, and will work from their home city locations on Fridays from 8:30 until 6:00 p.m. Local Time. BE personnel living in the Denver area will work professional workdays, Monday to Friday, in BE’s Denver office. The foregoing will be appropriately adjusted if any week during the Term is not composed of five business days.

     (e) On each Wave Transition Date, HT (directly, through one or more Successor Providers or through some combination of the foregoing), will assume plenary responsibility for the software and platforms to be transitioned from BE on such Wave Transition Date. BE’s obligation to provide Transition Services (including Remediation Services) relating to the software and platforms constituting each Service Wave shall cease on the applicable Wave Transition Date. On and after each Wave Transition Date, BE’s sole obligation for the Transition Services to be performed in respect of the software and platforms transitioned in the applicable Service Wave shall be to provide personnel resources in accordance with Section 3.1(b) , if any, at the direction of HT or the Successor Provider. Notwithstanding the foregoing, the Parties agree that prior to the occurrence of any Wave Transition Date, the applicable Knowledge Transfer Services to be performed prior to the transition of such Service Wave shall have been completed unless HT elects to transition such Service Wave prior to the completion thereof. If HT elects to transition any Service Wave prior to the completion of the associated Knowledge Transfer Services, BE will cooperate with HT or the Successor Provider to complete such Knowledge Transfer Services during the Term of this Transition Agreement.

     (f) In order to better coordinate the transition activities before HT assumes responsibility for each Service Wave, as contemplated in paragraph (e) above, the Parties agree that prior to introducing any change or modification in software utilized in HT’s production environment and constituting part of such Service Wave, each of BE and HT will give their respective written approval of such change or modification.

     2.3. Reprioritization; Other Tasks .

     (a) HT (or the Successor Provider) will establish priorities for BE personnel and may reprioritize the activities to be performed by such personnel to the extent such work activities can be performed with the same level of support contemplated by the Personnel Plan and provided that any such activities constitute Transition Services. Without BE’s prior written consent, no such reprioritization may

require BE to incur additional costs or to devote additional or different resources to provide the Transition Services.

     (b) Unless otherwise agreed in writing by the Parties, BE shall have no obligation to perform any services, tasks or functions not constituting Transition Services or set forth in this Transition Agreement, even if directed to do so by HT or the Successor Provider.

     2.4. Contract Executives . Each of HT and BE will designate and maintain one or two individual(s) to serve as a principal point of contact for the other Party and to whom the other Party may address contract and operational communications regarding this Transition Agreement (each, a “ Contract Executive ”). The initial Contract Executive for HT is David Torline and the initial Contract Executives for BE are Tom McKelvey and Paul Ciandrini (it being understood that HT may direct communications to either and rely on the determinations of either with respect to matters that are to be handled by the Contract Executive).

     2.5. Third-Party Agreements . BE will provide to HT complete copies of those third-party agreements to be assigned pursuant to the MSA to HT or the Successor Provider. To the extent HT elects to assume or have the Successor Provider assume such agreements, BE will have the financial and administrative responsibility to assign such Third-Party Agreements to HT or the Successor provider as designated by HT, but BE shall not be obligated to (and without HT’s consent, will not) renegotiate any terms of such agreements.

     2.6. Account Documentation .

     (a) As part of the Transition Assistance, BE has provided, or will provide, to HT or the Successor Provider the items identified in Attachment 6 hereto (the “ Account Documentation ”).

     (b) The Account Documentation will be provided to HT in the state they presently exist and on an “AS IS, WHERE IS’ basis. BE makes no representations or warranties, express or otherwise, with respect to the Account Documentation, including with respect to the condition, state of repair, quality, fitness for particular purpose, or merchantability of such items. BE will provide to HT all Account Documentation in existence as of the Effective Date and will cooperate with HT and the Successor Provider as part of the Knowledge Transfer Services to provide information and other documentation in its possession, if any, to assist the Successor Provider in its completion of the Account Documentation in accordance with the Transition Plan.

     (c) Set forth on Attachment 6A are the items of documentation that the Parties have agreed BE will complete during the Transition. BE acknowledges that nothing in this Section 2.6 shall be construed to limit BE’s obligations as set forth in Section 2.1 of this Transition Agreement.

     2.7. Transition Plan . HT agrees that it will and will require the Successor Provider to:

     (i) perform tasks and services on a timely basis in accordance with the Transition Plan set forth hereto as Attachment 7 with the goal to reasonably complete the Transition Services in each of the Wave Transitions on or before the applicable Wave Transition Dates set forth therein; and

     (ii) use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Knowledge Transfer Services and to complete the Transition.

     BE will provide the Transition Services with the same goal as expressed in clause (i) above.

     2.8. Record Retention; Audit Rights

     (a) Audit Rights .

     (i) Subject to Section 2.8(a)(v) , BE will provide HT, and any HT auditors (including internal audit staff and external auditors), inspectors, regulators or other representatives as HT may from time to time designate in writing (collectively, “ Auditors ”), with access, subject to the conditions specified in Section 2.8(a)(v) to any of the following for the purpose of performing audits (“ Audits ”): (i) any facility or part of a facility, including data centers, at which any Transition Services are provided; (ii) Supplier Personnel; or (iii) data and records relating to the Services and the Transition Services (which after the Term shall consist of data and records to be retained by BE pursuant to Section 2.8(b) below).

     (ii) HT will have the right to conduct such Audits during the Term of this Transition Agreement and for the period BE is required to maintain records pursuant to Section 2.8(b) below; provided , however , that HT will not conduct any Audit (other than an audit undertaken by Regulators as provided for herein) more frequently than one time per calendar year. Audits may be undertaken by Regulators as and when determined by such Regulators.

     (iii) Audits may be conducted for the purpose of confirming:

     a. the accuracy of charges and invoices under this Transition Agreement;

     b. exemptions, deductions, credits or incentives related to Taxes relating to the Transition Services;

     c. BE’s compliance in its relevant operations with the requirements of this Transition Agreement, including with respect to security, privacy, contractual obligations (including compliance with Law and Hawaiian Telcom Policies) and other such matters; or

     d. Audits and such other matters as are required by any of HT’s regulators or other government entities having jurisdiction over any of the Transition Services or over HT (collectively, the “ Regulators ”).

     (iv) BE will provide the Regulators with access to Supplier Personnel, Supplier Equipment, Supplier Software, Supplier Facilities, and data and records relating to the Services and the Transition Services, for the purpose of performing the Audits.

     (v) Unless otherwise required pursuant to Section 2.8(a)(iv) :

     a. BE will be provided a minimum of three Business Days’ notice of Audits to be performed pursuant to this Section 2.8(a) ;

     b. Audits will be conducted during business hours (except with respect to Transition Services that are performed during off-hours) and in such a fashion so as not to unreasonably interfere with BE’s ability to perform the Transition Services or any activities for other BE customers;

     c. Auditors must comply with all applicable reasonable BE security and confidentiality requirements including, where appropriate, execution of a confidentiality agreement in the form formerly attached as of Exhibit M (Form of Confidentiality Agreement) to the MSA or a non-disclosure agreement supplied by the Auditor that is reasonably acceptable to BE. Subject to the foregoing, HT’s Auditors will be provided access to shared systems or shared BE facilities used in the performance of the Transition Services, provided that nothing in this Section 2.8(a)(v)(c) will be construed to give Auditors access to any data of any customer of BE other than HT;

     d. Auditors will not have access to BE’s underlying costs except for timesheets and similar substantiating data relating to charges for Transition Services which are charged on a Time and Materials Basis; and

     e. Auditors will comply with reasonable facility use regulations applicable to the Supplier Facilities accessed during the course of Audits.

     (vi) All Audit rights of HT set forth in this Section 2.8 will apply to any subcontractor (including any Affiliate of BE that is then providing Transition Services).

 No Auditors selected by HT to perform any Audits in connection with this Transition Agreement may be compensated on a contingency basis.

     (b) Records Retention . Until the three-year anniversary of the expiration or termination of this Transition Agreement, BE will maintain and, subject to the next

sentences, provide access to, upon request, all records, data, documents and reports maintained in the ordinary course by HT’s program management office for the HT engagement (the “PMO”). Notwithstanding the foregoing, BE shall not be obligated to provide to HT, any Auditor or any Regulator with access to, any of the following: (i) any document or information that is protected under the attorney – client privilege, (ii) any information relating to BE’s costs, (iii) any information relating to BE’s relationship with any other customer, and (iv) any information which BE is prohibited, by contract or law, from providing to any such entities. In addition, BE shall not be required to save or provide to HT or to any Auditor or any Regulator any document that has been previously provided to HT or the Successor Provider during the Transition or otherwise.

     (c) Costs . During the Initial Term, any support, assistance and documents to be provided under this Section 2.8 shall be provided at no cost. During any Renewal Term, such support shall be provided by BE at the rates set forth in Attachment 10 hereto, together with reimbursement of BE’s reasonable, actual out-of-pocket costs and expenses incurred in connection with the provision of such support, assistance and documents. After the expiration or termination of this Transition Agreement, such support shall be provided at BE’s standard commercial rates, together with reimbursement of BE’s reasonable, actual out-of-pocket costs and expenses incurred in connection with the provision of such support, assistance and documents.

     2.9. Confidentiality . Sections 15.2 and 15.3 of the MSA shall be deemed to be incorporated herein by reference ( mutatis mutandis ) and shall be deemed to apply both (i) with respect to the Parties’ performance of their respective obligations under this Transition Agreement from and after the Effective Date and (ii) with respect to the information obtained by each Party during the term of the MSA.

     2.10. Disabling Code . As of the date hereof, BE represents and warrants to HT that, BE did not, during the term of the MSA, maliciously insert into the Software any code whose intended purpose was to disable or otherwise shut down all or any portion of the Services.

     2.11. Cooperation with Regulatory Investigations . BE will reasonably cooperate with HT until May 30, 2007 (the scheduled expiration of the initial discovery period as proposed by the parties to the Hawaii Public Utilities Commission (the “ HPUC ”) in Docket No. 2006-0400, “In the Matter of the Public Utilities Commission Instituting a Proceeding Regarding Hawaiian Telcom, Inc.’s Service Quality and Performance Levels and Standards of Performance in Relation To Its Retail and Wholesale Customers”) by (a) responding to requests for information and documentation filed by other parties and the HPUC and (b) assisting HT in its development of factual responses to such information requests, as reasonably required by HT in order to respond in an accurate and timely manner. BE’s cooperation with HT shall be at no cost during the Initial Term. Thereafter, BE shall provide such cooperation at the rates set forth in Attachment 10 hereto, together with reimbursement of BE’s reasonable, actual out-of-pocket costs and expenses incurred in connection therewith. For the avoidance of doubt, the Parties agree that BE’s cooperation with HT pursuant to this Section 2.11 shall not require BE personnel to travel (including to Hawaii) or to present

testimony or to attend any hearing, deposition or meeting of the HPUC. This Section 2.11 does not affect in any way BE’s individual obligations to respond to any subpoenae or other lawful requests made by the HPUC directly to BE in conducting its investigation and review in this Docket.

     2.12. Insurance and Risk of Loss .

     (a) BE will, during the Term of this Transition Agreement, maintain in full force and effect at least the following insurance coverages, on behalf of itself and its Affiliates:

     (i) Workers’ Compensation and Employers’ Liability, including coverage for occupational injury, illness and disease, and other similar social insurance in accordance with Law (including the Law of any location in which any BE employee provides Transition Services to the extent such location exercise jurisdiction over the BE employee) with Workers’ Compensation coverage as required by Law and, with respect to Employers’ Liability coverage, minimum limits per BE employee and per event (after self-insuring the first $500,000) of one million dollars ($1,000,000) and a minimum aggregate limit of ten million dollars ($10,000,000) or the minimum limits required by Law, whichever are greater.

     (ii) Commercial General Liability Insurance, including Products and Completed Operations, Premise and Operational liability, Personal and Advertising Injury, Contractual Liability and Broad Form Property Damage Liability coverages, on an occurrence basis, with a minimum combined single limit per occurrence of five million dollars ($5,000,000) and a minimum annual aggregate limit of five million dollars ($5,000,000). This coverage will be endorsed to name HT as additional insured.

     (iii) Property Insurance, including Extra Expense and Business Income coverage, for “All Risks” of physical loss of or damage to, including caused by terrorism, of BE’s business property and equipment used in connection with the Transition Services. Such insurance will have a minimum limit adequate to cover risks on a replacement costs basis and time element insurance on an actual loss sustained basis.

     (iv) Automotive Liability Insurance covering use of all owned, non-owned and hired automobiles for bodily injury, property damage, uninsured motorist and underinsured motorist liability with a minimum combined single limit per accident of two million dollars ($2,000,000) or the minimum limit required by applicable law, whichever limit is greater. This coverage will be endorsed to name HT as additional insured

     (v) Crime Insurance with a minimum combined single limit per occurrence of five million dollars ($5,000,000).

The limits specified above may be satisfied by BE using a single policy or a combination of primary and umbrella and/or excess policies.

     (b) The insurance coverages under Sections 2.12(a)(i) through 2.12(a)(v) will be primary, as it relates to any BE performance on HT premises where BE is not in control of the premises), and all coverage will be non-contributing with respect to any other insurance or self insurance which may be maintained by HT. All coverage required by Section 2.12(a) will include a waiver of subrogation and, with respect to the coverages under Sections 2.12(a)(ii) and 2.12(a)(iv) , will be endorsed for cross-liability coverage. To the extent any coverage is written on a claims-made basis, it will have a retroactive date prior to the Effective Date and will allow for reporting of claims for at least one year after the Term.

     (c) BE will cause its insurers to issue certificates of insurance or other similar forms evidencing that the coverages and policy endorsements required under this Transition Agreement are maintained in force within 30 days after the Effective Date and thereafter on an annual basis (unless BE has previously done so during the term of the MSA). The insurers selected by BE will have (unless HT, acting reasonably, agrees otherwise) an A.M. Best rating of A-VII or better, or, if such ratings are no longer available, with a comparable rating from a recognized insurance rating agency; provided, however, that BE uses a single-owner, captive insurance company to re-insure its property. In the United States of America, the captive issues the certificate and is not A.M. Best rated. BE will assure that its subcontractors, if any, maintain insurance coverages as specified in this Section 2.12 naming BE as an additional insured or loss payee where relevant.

     (d) In the case of loss or damage or other event that requires notice or other action under the terms of any insurance coverage specified in this Section 2.12 , BE will be solely responsible to take such action. BE will provide HT with contemporaneous notice and with such other information as HT may reasonably request regarding the event.

     (e) BE will promptly inform HT during the Term each time a minimum limit in one or more of the coverages in Section 2.12(a)(i) through 2.12(a)(iv) is reduced.

     (f) None of BE’s obligations specified in this Section 2.12 as to types, limits and approval of insurance coverage to be maintained by BE are intended to, and will not in any manner, limit or expand the liabilities and obligations assumed by BE under this Transition Agreement.

     2.13. Assistance with Source Code and IP Ownership Matters .

     (a) To the extent BE has not provided certain information required to be provided by it to HT pursuant to Section 11.2.5 of the MSA, BE shall provide such information through the 18-month anniversary of the Final Wave Transition Date to

the extent it exists and is in BE’s possession or control within a reasonable period of time in response to reasonably specific requests from HT to provide such information.

     (b) To the extent BE has not provided certain source code required to be provided by it to HT pursuant to Section 11.2.6 of the MSA, BE shall provide such source code through the 18-month anniversary of the Final Wave Transition Date to the extent it exists and is in BE’s possession or control within a reasonable period of time in response to reasonably specific requests from HT to provide such information.

     (c) Nothing in Sections 2.13(a) or (b) above shall be construed to limit BE’s obligations to provide such information as elsewhere required by this Transition Agreement.

ARTICLE III.
PERSONNEL MATTERS

     3.1. Personnel .

     (a) Attached hereto as Attachment 8 , is a plan (the “ Personnel Plan ”) reflecting the planned deployment of a specified number of BE personnel and contractors, categorized by relevant area of expertise, for a scheduled period of time. Subject to Section 3.1(c), BE may withdraw or re-assign each of the BE personnel and contractors set forth on the Personnel Plan, only after the applicable duration commitment set forth in the Personnel Plan (or such later date as may become applicable as a result of any Holdover Period).

     (b) No less than 14 days before the scheduled redeployment of personnel off the HT account, as such scheduled redeployment dates are set forth in the Personnel Plan (as such date may be extended in connection with any extension of a related Wave Transition Date as permitted in the definition of Wave Transition Date), HT may notify BE in writing if HT desires for BE to retain such personnel on the HT account for an additional period (for so long as each such retention continues, a “ Holdover Period ”) as specified in such notice. No Holdover Period may extend beyond the expiration of the then-existing Initial Term or if applicable, Renewal Term. If HT issues one or more Holdover Notices during the Initial Term or upon any Renewal Term, the notice for the Renewal Term may extend the Holdover Period on an employee-by-employee basis. Upon receipt of any such request with respect to individuals who are BE employees, BE shall not redeploy such personnel to a different account until the earlier of (i) the expiration of the Holdover Period so requested by HT, or (ii) the expiration of the then-existing Initial Term, or if applicable, Renewal Term.

     (c) With respect to individuals identified in the Personnel Plan, BE will initially staff the Personnel Plan with the personnel identified therein. Without HT’s prior written consent, BE will not withdraw or re-assign any of such personnel during the Term before their respective planned redeployment dates as reflected in the

Personnel Plan (or such later date as may become applicable as a result of any Holdover Period). The previous sentence will not apply where any such personnel (1) voluntarily resigns from BE, (2) is dismissed by BE for misconduct, (3) fails to perform his or her assigned duties and responsibilities, (4) dies or is unable to work due to disability, or (5) is placed on an approved leave of absence for documented health or extenuating circumstances that require the employee to devote his or her time to other unanticipated personal or family matters that are outside of the reasonable control of the individual involved. In any such event, BE will have no responsibility therefor other than to use commercially reasonable efforts to expeditiously identify and deploy replacement personnel having similar or better qualifications than the departing personnel. The foregoing sentence shall not affect BE’s continuing obligation to perform the Transition Services in accordance with this Transition Agreement. If any personnel that depart the project are rehired by BE prior to the expiration of the Initial Term or, if applicable, the Renewal Term, BE shall promptly inform HT (to the extent either BE Contract Executive becomes aware of such rehiring) and, upon HT’s request (without regard to how HT learns of such rehiring), return such personnel to the project.

     3.2. Employee Solicitation . HT (or the Successor Provider) will have the right to extend offers of employment to any or all of BE personnel identified in Attachment 9 hereto subject to the terms set forth in Attachment 9 .

     3.3. Incentive Program . The Parties will cooperate to encourage retention and performance of BE personnel on the HT account during the Transition. As part of these efforts, each Party will:

     (a) Cooperate to implement the Transition Bonus plan described in Attachment 9 .

     (b) Designate an executive sponsor to oversee matters related to personnel retention during the Transition and make such executive sponsor available periodically to discuss personnel and retention issues. The initial executive sponsor for HT is Loren Tobey and the initial executive sponsor for BE is David Frey;

     (c) Coordinate communications to BE personnel regarding Transition and the Transition Bonus, including communications made at the time the Transition Bonus is announced; and

     (d) Participate in periodic meetings with BE personnel to discuss issues of morale and other matters.

ARTICLE IV.
PAYMENT

4.1. Payment

     (a) In consideration for the mutual covenants set forth in the Settlement Agreement and this Transition Agreement, BE