Re: Certain transactions contemplated by the Note and Warrant Purchase Agreement dated October 17, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Note and Warrant Purchase Agreement”) between Pac-West Telecomm,...Payoff Letter and Release • March 30th, 2005 • Pac-West Telecomm Inc • Telephone communications (no radiotelephone) • New York
This Payoff Letter and Release (this “Letter Agreement”) refers to the financing arrangements among the Borrower and the Purchaser contemplated by the Note and Warrant Purchase Agreement, pursuant to which (i) the Purchaser purchased from the Borrower that certain Senior Secured Promissory Note dated as of December 19, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Note”) in the original principal amount of $40,000,000 made by the Borrower in favor of the Purchaser, (ii) the Borrower entered into that certain Guaranty and Security Agreement dated as of December 19, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”) in favor of Deutsche Bank Trust Company Americas, as “Collateral Agent” for the Purchaser, pursuant to which the Borrower granted the Collateral Agent a security interest in substantially all of its personal property as security for the repayment of the Senior
