0001071598-06-000052 Sample Contracts

AGREEMENT REGARDING COMPENSATION ON CHANGE OF CONTROL (As Amended and Restated)
Agreement Regarding • November 20th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • California

This Agreement was initially made and entered into on the 17 day of August, 2004 (the “Effective Date”), by and between PAC-WEST TELECOMM, INC., a California corporation, (the “Company”) and Eric Jacobs, (“Executive”) who is employed by the Company at will as its Vice President Sales. This Agreement is being amended and restated in its entirety effective this 30 day of August, 2006.

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EXTENSION OF AGREEMENT
Extension of Agreement • November 20th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • California

THIS AGREEMENT (“Agreement”) is made and entered into this 25th day of October 2006, by and between Pac-West Telecomm, Inc., a California corporation (the “Company”), and Wallace W. Griffin (“Board Chairman”).

SETTLEMENT AND RESTRUCTURING AGREEMENT
Settlement and Restructuring Agreement • November 20th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone)

THIS SETTLEMENT AND RESTRUCTURING AGREEMENT (“Agreement”) is entered into by and between Qwest Communications Corporation, a Delaware corporation (“QCC”), Qwest Corporation, a Colorado corporation (“QC”) (collectively “Qwest”), and Pac-West Telecomm, Inc., a California corporation (“Pac-West”) (each being referred to herein as a “Party,” and collectively as, the “Parties”).

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 20th, 2006 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone)

This Fifth Amendment to Loan and Security Agreement (this "Amendment") is dated as of September 25, 2006, by and between COMERICA BANK ("Bank") 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”).

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