SECOND AMENDMENT TO SPRINT MASTER SERVICEAGREEMENT

Exhibit 10.45

No. WSG0611-0605

Date: March 16, 2007

SECOND AMENDMENT TO SPRINT MASTER SERVICE AGREEMENT

This Second Amendment (WSG0611-0605) is made to the Sprint Master Service Agreement (WSG0501-0023) between SPRINT COMMUNICATIONS COMPANY L.P. (“Sprint”) and Hawaiian Telcom Communications, Inc. (“Customer”), signed by Customer on November 23, 2005 and Sprint on December 5, 2005 (the “Agreement”), as amended by:

The term “Agreement” as referred to here includes all changes incorporated by previous amendments.  The following modified and added terms and conditions are made a part of the Agreement effective March 1, 2006 (“Second Amendment Commencement Date”).   If during the Second Amendment implementation process, a Service bills after the Second Amendment Commencement Date at a rate other than the rate stated in this Second Amendment, Sprint will adjust Customer’s invoice to apply the appropriate rate within 90 days after the date of the invoice containing the incorrect rate.

Sprint and Customer agree as follows:

1.               The Agreement is amended by deleting Section 3.3 in its entirety and replacing it with the following:

3.3  Minimum Term Commitment (MTC):

Customer’s MTC shall be as set forth in the table below. 

2.               The Agreement is amended by adding new 3.6 as follows:

3.6                               Minimum Term Commitment Surcharge.  If, at the end of Contract Year 3, Customer fails to meet the Minimum Term Commitment stated under Section 3.3, Customer must pay a surcharge for Services provided during the period equal to 25% of the difference between the Minimum Term Commitment for the period and Customer’s actual Net Usage during the period.  Customer’s satisfaction of the Minimum Termination Commitment will not relieve Customer of any credit or security obligations in this Agreement.

3.               The Agreement is amended by adding a new Exhibit 2: Attachment IPL — 1 (a) (“International Private Line Pricing”), which is attached and incorporated by this reference.

4.               All other terms and conditions in the Agreement, not amended above, will remain in effect.  This Amendment and any information concerning its terms and conditions are Sprint’s proprietary information and are governed by the parties’ nondisclosure agreement.  Alterations to this Amendment will not be valid unless accepted in writing by a Sprint officer or authorized designee.  To become effective, this Amendment must be:

4.1.           Signed by a Customer representative;

4.2.           Delivered to Sprint within 45 days after March 16, 2007; and

RESTRICTED

SPRINT CONFIDENTIAL & PROPRIETARY INFORMATION

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4.3.           Signed by a Sprint officer or authorized designee.

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