Exhibit 10.77


    
      Confidential
        Treatment Requested by Pac-West Telecomm, Inc.


      AMENDMENT
        NO. 5

      TO

      DIAL
        ACCESS SERVICES AGREEMENT

       

      THIS
        AMENDMENT NO. 5
        to Dial
        Access Services Agreement (this “Amendment”) is effective as of May 17, 2005
        (the “Amendment Effective Date”) by and between Qwest
        Communications Corporation (“Customer”)
        and Pac-West
        Telecomm, Inc.
        (“Pac-West”). Pac-West and Customer are sometimes collectively referred to
        herein as the “Parties.” All defined or capitalized terms used herein shall have
        the same meanings ascribed to them in the Agreement, unless specifically
        otherwise provided in this Amendment No. 5.

       

      WHEREAS,
        Pac-West
        and Customer entered into that certain Dial Access Services Agreement effective
        as of January 31, 2002 (the “Agreement”);

       

      WHEREAS,
        the
        Parties have modified the Agreement by entering into Amendment No. 1, Amendment
        No. 2, Amendment No. 3, and Amendment No. 4 to Dial Access Services Agreement
        (collectively referred to as “the Existing Agreement”);

       

      WHEREAS,
        the
        Parties desire to further modify the Agreement as more particularly described
        below:

       

      NOW,
        THEREFORE, in
        consideration of the mutual promises and covenants herein and in the Agreement,
        the Parties agree as follows:

       

      
        	1.  	
                All
                  existing port phases, prior to this Amendment, shall continue under
                  the
                  previously agreed terms of the Existing Agreement until the term
                  for such
                  ports phases expires as defined in the Existing Agreement. Once
                  such port
                  phases expires, Customer has the option of renewing the Services
                  on a
                  month-to-month basis (“Renewal Services”), unless such renewals will be
                  part of the Extended Term Port Commitment, as described below.
                  The pricing
                  for Renewal Services shall be specified in the pricing table below,
                  dependent on during which Contract Year the Renewal Services are
                  renewed.
                  For example, if Renewal Services are renewed during Contract Year
                  2 of the
                  Extended Term, then the pricing shall fall under the column, Contract
                  Year
                  2, and the price shall be dependent on the number of ports in-service
                  at
                  the time.

              


      

       

      
        	2.  	
                Customer
                  agrees to extend the term of the Existing Agreement through July
                  30, 2008
                  (“Extended Term”). During the Extended Term, two (2) additional groups of
                  ports shall be renewed (if existing ports have met their term commitment
                  and are being renewed as part of the Extended Term Port Commitment)
                  and/or
                  added. The first group shall be defined as “Group 1” and consists of [**]
                  ports with a term beginning on August 1, 2005. The second group
                  shall be
                  defined as “Group 2” and consist of [**] ports with a term beginning on
                  May 1, 2006. All ports in Group 1 and Group 2 (collectively referred
                  to as
                  the “Extended Term Port Commitment”) shall expire co-terminously on July
                  30, 2008.

              


      

       

      
        
          
            Pac-West/Qwest
              Confidential 

            Confidential
              Information Redacted and Filed Separately with the Commission. 

            Omitted
              Portions Indicated by [**]

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Requested by Pac-West Telecomm, Inc.

        

      

      
        	
                 

                 

                3.  

              	
                 

                 

                Pac-West
                  shall charge Customer the rates outlined below during the Extended
                  Term of
                  the Existing Agreement.

              


      

       

      
        	
                Number
                  of Ports

                 

              	
                Contract
                  Year-1 MRC

                 

              	
                Contract
                  Year-2 MRC

                 

              	
                Contract
                  Year-3 MRC

                 

              
	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              
	
                [**]

              	
                [**]

              	
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                [**]

              
	
                [**]

              	
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                [**]

              	
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                [**]

              
	
                [**]

              	
                [**]

              	
                [**]

              	
                [**]

              


      

      


       

      *
        Contract years will run from August 1 through July 31.

       

      **
        The
        pricing outlined above applies to all ports but each pricing tier is separate
        dependent on the Contract Year and the number of ports that are in-service
        (Ex:  in Yr-1, the [**].).

       

      ***
        Ports
        in Nevada carry a [**] premium per month in addition to the pricing outlined
        above.

       

      
        	4.  	
                Customer
                  is responsible for providing all Network Access Service (“NAS”) equipment
                  during the Extended Term.

              


      

       

      
        	5.  	
                Customer
                  shall continue to be responsible for all maintenance on the NAS
                  and all
                  associated equipment during the Extended
                  Term.

              


      

       

      
        	6.  	
                Customer
                  shall use commercially reasonable efforts to provide Pac-West with
                  a first
                  right of refusal if Customer intends to disconnect ports for the
                  purpose
                  of moving Service to another service provider. In the event Customer
                  receives a bid for comparable services from another service provider,
                  and
                  intends to accept such bid, then Pac-West shall have first right
                  of
                  refusal to provide such Services. Customer agrees to provide Pac-West
                  with
                  written notice of the bid, provided that such bid information does
                  not
                  contain the name of the service provider or other confidential
                  information
                  that Customer is not permitted to share with Pac-West due to
                  confidentiality obligations with such service provider, and Pac-West
                  shall
                  have five (5) business days to respond to such bid with an offer
                  of its
                  own. If Pac-West is within five percent (5%) of the competitive
                  bid, then
                  Customer agrees the ports shall remain on the Pac-West network
                  for the
                  remaining circuit term. Notwithstanding the foregoing, Customer
                  shall not
                  be obligated to provide Pac-West with a right of first refusal
                  if (1)
                  Customer’s end-user has expressed a preference to use another provider as
                  a result of Pac-West’s network performance; (2) Customer has a
                  conflicting contractual commitment to another provider; (3) Customer
                  is using its own facilities to provide the
                  Services.

              


      

       

       

       

      2

       

      
        
          
            Pac-West/Qwest
              Confidential 

            Confidential
              Information Redacted and Filed Separately with the Commission. 

            Omitted
              Portions Indicated by [**]

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Requested by Pac-West Telecomm, Inc.

        

      

      
        	
                 

                 

                7.  

              	
                 

                 

                The
                  termination liability outlined in Section 3(b) of the Existing
                  Agreement
                  shall apply to the previously existing port phases until each existing
                  port phase has expired, as defined in the Existing Agreement. As
                  to the
                  Extended Term Port Commitment, Customer is obligated to maintain
                  a minimum
                  take-or-pay commitment for the full number of ports contained in
                  Extended
                  Term Port Commitment during the Extended Term and one hundred percent
                  (100%) early termination liability applies to any circuit disconnections
                  dropping Customer below the respective Extended Term Port Commitments
                  for
                  Groups 1 and 2. If new ports are added during the Extended Term
                  that
                  exceed the quantity of ports installed on a month-to-month basis
                  in
                  accordance with the pricing table above, dependent on during which
                  Contract Year the new Services are installed. For example, if new
                  Services
                  are installed during Contract Year 2 of the Extended Term, then
                  the
                  pricing shall fall under the column, Contract Year 2, and the price
                  shall
                  be dependent on the number of ports in-service at the time of
                  installation.

              


      

       

      
        	8.  	
                The
                  Port Usage Rebate in Section 5(c) of the Existing Agreement shall
                  be
                  deleted in its entirety.

              


      

       

      
        	9.  	
                All
                  other terms and conditions in the Existing Agreement shall remain
                  in full
                  force and effect and be binding upon the Parties. This Amendment
                  and the
                  Existing Agreement set forth the entire understanding between the
                  Parties
                  as to the subject matter herein, and in the event there are any
                  inconsistencies between the Existing Agreement and this Amendment,
                  the
                  terms of this Amendment shall
                  control.

              


      

       

      IN
        WITNESS WHEREOF, an
        authorized representative of each Party has executed this Amendment as of
        the
        dates set forth below.

       

      
        	
                QWEST
                  COMMUNICATIONS CORPORATION

                 

                 

                 

                By:
                  /s/
                  Ford B. Fay                

                 

                Name:
                  Ford
                  B. Fay                

                 

                Title:
                  Director,
                  Finance - Network      


                 

                Date:
                  May
                  11, 2005                

                 

              	
                PAC-WEST
                  TELECOMM, INC.

                 

                 

                 

                By:
                  /s/
                  Eric E. Jacobs            

                 

                Name:
                  Eric
                  E. Jacobs            

                 

                Title:
                  Vice
                  President - Sales                

                 

                Date:
                  May
                  17, 2005             
                  

                 

              


      

       

       

       

      
        3

      

      
        
          Pac-West/Qwest
            Confidential 

          Confidential
            Information Redacted and Filed Separately with the Commission. 

          Omitted
            Portions Indicated by [**]