November 14, 2006 TEKELEC Morrisville, N.C. 27560 Re: Settlement Release and Amendment Ladies and Gentlemen:Master Agreement • November 16th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone)
Reference is hereby made to the Master Procurement Agreement, dated March 26, 2004 (the “Master Agreement”), between Pac-West Telecomm, Inc. (the “Company”) and Tekelec, on behalf of itself and its majority owned subsidiary, Santera Systems Inc. (“Vendor”), and the Custom Extended Warranty Services Agreement, dated March 26, 2004, between the Company and the Vendor (the “Warranty Agreement” and together with the Master Agreement, the “Vendor Agreements”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Vendor Agreements.
PAC-WEST TELECOMM, INC. J776 W. March Lane, Suite 250 Stockton, California 95207Pac-West Telecomm Inc • November 16th, 2006 • Telephone communications (no radiotelephone)
Re: Indenture, dated as of January 29, 1999 (the “Indenture”), among Pac-West Telecomm, Inc. (the “Company”), as Issuer, and Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, National Association), as indenture trustee (the “Trustee”), with respect to the Company’s 13.5% Senior Notes due 2009 of the Company (the “Senior Notes”).
PAC-WEST TELECOMM, INC. PAC-WEST TELECOM OF VIRGINIA, INC. PWT SERVICES, INC. PWT OF NEW YORK, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 16th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of November ___, 2006, by and between PAC-WEST FUNDING COMPANY LLC, a Washington limited liability company ( “LENDER”) and PAC-WEST TELECOMM, INC., PAC-WEST TELECOM OF VIRGINIA, INC., PWT SERVICES, INC., and PWT OF NEW YORK, INC. (each a “Borrower” and collectively, “Borrowers”).
AGREEMENT TO RESTRUCTUREAgreement to Restructure • November 16th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • Illinois
This agreement to restructure (this “Agreement”) is dated as of November 15, 2006 and is entered into between Pac-West Telecomm, Inc. (the “Borrower”) and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. (the “Lender” and, together with the Borrower, the “Parties”).
PREFERRED STOCK PURCHASE AGREEMENT By and Among PAC-WEST TELECOMM, INC., and PAC-WEST ACQUISITION COMPANY LLC Dated November 15, 2006Preferred Stock Purchase Agreement • November 16th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • California
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of November, 2006, by and among Pac-West Telecomm, Inc., a California corporation (the “Company”), and Pac-West Acquisition Company LLC, a Washington limited liability company (“Purchaser”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTTo Rights Agreement • November 16th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • California
THIS AMENDMENT No. 1, dated as of November 15, 2006 (this “Amendment”) amends certain provisions of the Rights Agreement, dated as August 30, 2005 (the “Rights Agreement”), between Pac-West Telecomm, Inc., a California corporation (the “Corporation”), and Wachovia Bank, National Association as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.
