Amendment No. 1 To MASTER SERVICES AGREEMENT
Exhibit 10.30
| Hawaiian Telcom/Supplier Confidential |
Amendment No. 1
To
THIS AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT (this “Amendment No. 1”) is made as of December 15, 2005 by and between BearingPoint, Inc., a Delaware corporation with offices at 0000 Xxxxxxxxxxxxx Xxxxx, XxXxxx, XX 00000 (“BearingPoint”), and Hawaiian Telcom Communications, Inc. (formerly named Hawaiian Telcom MergerSub, Inc.), a Delaware corporation with offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Hawaiian Telcom”) (BearingPoint and Hawaiian Telcom each being a “Party” and collectively, the “Parties”).
WHEREAS, the Parties entered into that certain Master Services Agreement dated as of August 6, 2004 (the “MSA”); and
WHEREAS, in order to facilitate the process for documenting Hawaiian Telcom’s Acceptance of Deliverables by permitting Acceptance by electronic notification, the Parties desire to amend the MSA.
NOW, THEREFORE, in consideration of the forgoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows.
| 1. | DEFINED TERMS |
Capitalized terms used but not defined in this Amendment No. 1 have the meanings given them in the MSA.
| 2. | AMENDMENT TO EXHIBIT A (DEFINITIONS) |
The definition of “Acceptance” in Exhibit A is hereby amended to read as follows:
“means, with respect to each Deliverable, written notification from Hawaiian Telcom to the Supplier, either signed by the Hawaiian Telcom Contract Executive or contained in an e-mail message from such individual originating from the xxxxxxxxxxx.xxx domain, indicating that the Deliverable satisfies the applicable Acceptance Criteria or, if there are no Acceptance Criteria, that the Deliverable does not contain any Nonconformities. Such notice shall be provided promptly and shall not be unreasonably withheld. For System Deliverables (which are subject to Conditional Acceptance and Final Acceptance), “Acceptance” means Final Acceptance. Notwithstanding the rejection of any Deliverable by Hawaiian Telcom, operational use (i.e., use for other than testing, piloting, demonstration or diagnostic purposes) of such Deliverable shall also be deemed to constitute Acceptance, if such Deliverable is a Non-System Deliverable, or Conditional Acceptance, if such Deliverable is a System Deliverable.”
The Parties agree that the effective date of this amendment to Exhibit A shall be February 4, 2005.
| 3. | FULL FORCE AND EFFECT |
The MSA, as amended by this Amendment No. 1, remains in full force and effect.
| 1 | December 15, 2005 | |||
| Amendment No. 1 |
Hawaiian Telcom/Supplier Confidential
IN WITNESS WHEREOF, each of the Parties has executed this Amendment No.1 as of the date first written above.
| HAWAIIAN TELCOM COMMUNICATIONS, INC. | BEARINGPOINT, INC. | |||||||
| By: | /s/ Xxxxx X. Xxxxxxx |
By: |
/s/ Xxxxxx Xxxxxxxxx-Xxxxx | |||||
| Name: |
Xxxxx X. Xxxxxxx |
Name: |
Xxxxxx Xxxxxxxxx-Xxxxx | |||||
| Title: |
SVP & CIO |
Title: |
Senior Vice President | |||||
| 2 | December 15, 2005 | |||
| Amendment No. 1 |
