EX-10.01



 Exhibit 10.01 

 

					
	 Thomas H. Lee Equity Fund VI, L.P.

Thomas H. Lee Parallel Fund VI, L.P.
 Thomas H. Lee Parallel (DT) Fund VI,
 L.P.

THL Equity Fund VI Investors (West),
 L.P.
 THL Coinvestment Partners, L.P.

Putnam Investments Holdings, LLC
 Putnam Investments Employees’
 Securities Company III LLC

THL Fund VI Bridge Corp.
 THL Parallel Fund VI Bridge Corp.
 THL DT Fund VI Bridge Corp.

c/o Thomas H. Lee Partners, L.P.
 100 Federal Street
 Boston, MA 02110
	 	 West Corporation
11808 Miracle Hills

Drive
Omaha, Nebraska
 68154
 Attention: General

Counsel
	  	 Quadrangle Capital Partners II

LP, Quadrangle Capital
 Partners II-A LP
and
 Quadrangle Select Partners II

LP
 c/o Quadrangle Group LLC

1065 Avenue of the Americas
 New York, NY
10018


 March 21, 2013 
 To Whom It May Concern, 
 Reference is made to that certain Amended and Restated Stockholder
Agreement, dated as of March 8, 2013 (the “Agreement”), by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors
(West), L.P., THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, THL Fund VI Bridge Corp., THL Parallel Fund VI Bridge Corp., THL DT Fund VI Bridge Corp. and each other
Person executing this Agreement and listed as a THL Investor on the signature pages hereto (collectively, with their permitted transferees, the “THL Investors”), Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP and
Quadrangle Select Partners II LP and each other Person executing this Agreement and listed as a Quadrangle Investor on the signature pages hereto (collectively, with their permitted transferees, the “Quadrangle Investors”), any other
Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors”, including SONJ Private Opportunities Fund, L.P. (the “Company”), Gary West
CRT1 LLC, Gary West CRT2 LLC, Gary West CRT3 LLC, Gary West CRT4 LLC and Gary West CRT5 LLC as permitted transferees of Gary L. West, Mary West CRT1 LLC, Mary West CRT2 LLC, Mary West CRT3 LLC, Mary West CRT4 LLC and Mary West CRT5 LLC as permitted
transferees of Mary E. West (collectively, the “Founders”), and the other parties thereto (if any). 
 Further to our previous
discussions, the Company hereby confirms its desire to no longer be a party to the Agreement and acknowledges and agrees that following its execution of this letter, as of the date first written above, it will no longer be a party to the Agreement
or have any rights or obligations under the Agreement with respect to the 57,948 shares of common stock of West Corporation, par value $0.001 per share, beneficially owned by the Company on March 21, 2013. By executing this letter, the
undersigned acknowledges and agrees that as of the date first written above, the Company is no longer a party to the Agreement and no longer has any rights or obligations under the Agreement. 







 
			
	Sincerely,
	
	SONJ Private Opportunities Fund, L.P.
		
	By:	 	 BlackRock DivPEP III, LLC,
 its
general partner

	By:	 	 BlackRock Private Equity III, L.P.,
 its managing member

	By:	 	 Portfolio Administration &
 Management, Ltd., its general partner

	
	/s/ Steven Baumgarten
	 Name: Steven Baumgarten
 Title: Vice President




  
 2 








 IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

					
	THE COMPANY:	 		 	WEST CORPORATION
			
	 	 		 	/s/ David C. Mussman
		 		 	 Name: David C. Mussman

Title: EVP, Secretary and General Counsel



  
 3 








  

					
	THL INVESTORS:	 		 	THOMAS H. LEE EQUITY FUND VI, L.P.
	 	 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THOMAS H. LEE PARALLEL FUND VI, L.P.
		 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
		 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THL COINVESTMENT PARTNERS, L.P.
		 		 	By: Thomas H. Lee Partners, L.P., its general partner
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director


  
 4 








 
	
	THL EQUITY FUND VI INVESTORS (WEST), L.P.
	By: THL Equity Advisors VI, LLC, its general partner
	By: Thomas H. Lee Partners, L.P., its sole member
	By: Thomas H. Lee Advisors, LLC, its general partner
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	PUTNAM INVESTMENTS HOLDINGS, LLC
	By: Putnam Investments, LLC, its managing member
	By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
	By: Putnam Investment Holdings, LLC, its managing member
	By: Putnam Investments, LLC, its managing member
	By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	THL EQUITY FUND VI INVESTORS (WEST) HL, L.P.
	By: THL Equity Advisors VI, LLC, its general partner
	By: Thomas H. Lee Partners, L.P., its sole member
	By: Thomas H. Lee Advisors, LLC, its general partner
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director



  
 5 









			
	QUADRANGLE INVESTORS:	 	QUADRANGLE CAPITAL PARTNERS II LP
	 	 	By: Quadrangle GP Investors II LP, its general partner
		 	By: QCP GP Investors II LLC, its general partner

 
	
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal

	
	QUADRANGLE CAPITAL PARTNERS II-A LP
	By: Quadrangle GP Investors II LP, its general partner
	By: QCP GP Investors II LLC, its general partner
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal

	
	QUADRANGLE SELECT PARTNERS II LP
	By: Quadrangle GP Investors II LP, its general partner
	By: QCP GP Investors II LLC, its general partner
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal




  
 6 









							
	 Thomas H. Lee Equity Fund VI, L.P.
 Thomas H. Lee Parallel Fund VI, L.P.
 Thomas H. Lee Parallel (DT) Fund VI,
L.P.
 THL Equity Fund VI Investors (West), L.P.
 THL Coinvestment Partners, L.P.
 Putnam Investments Holdings, LLC

Putnam Investments Employees’ Securities Company III LLC

THL Fund VI Bridge Corp.
 THL Parallel Fund VI Bridge Corp.
 THL DT Fund VI Bridge Corp.

c/o Thomas H. Lee Partners, L.P.
 100 Federal Street
 Boston, MA 02110
	 	 West Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Attention: General Counsel
	 	 Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle Select Partners II LP

c/o Quadrangle Group LLC
 1065 Avenue of the
Americas
 New York, NY 10018
	  	

 March 21, 2013 
 To Whom It May Concern, 
 Reference is made to that certain Amended and Restated Registration
Rights and Coordination Agreement, dated as of March 8, 2013 (the “Agreement”), by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL
Equity Fund VI Investors (West), L.P., THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, THL Fund VI Bridge Corp., THL Parallel Fund VI Bridge Corp., THL DT Fund VI
Bridge Corp. and each other Person executing this Agreement and listed as a THL Investor on the signature pages hereto (collectively, with their permitted transferees, the “THL Investors”), Quadrangle Capital Partners II LP, Quadrangle
Capital Partners II-A LP and Quadrangle Select Partners II LP and each other Person executing this Agreement and listed as a Quadrangle Investor on the signature pages hereto (collectively, with their permitted transferees, the “Quadrangle
Investors”), any other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors”, including SONJ Private Opportunities Fund, L.P. (the
“Company”), Gary West CRT1 LLC, Gary West CRT2 LLC, Gary West CRT3 LLC, Gary West CRT4 LLC and Gary West CRT5 LLC as permitted transferees of Gary L. West, Mary West CRT1 LLC, Mary West CRT2 LLC, Mary West CRT3 LLC, Mary West CRT4 LLC and
Mary West CRT5 LLC as permitted transferees of Mary E. West (collectively, the “Founders”), and the other parties thereto (if any). 

Further to our previous discussions, the Company hereby confirms its desire to no longer be a party to the Agreement and acknowledges and agrees that
following its execution of this letter, as of the date first written above, it will no longer be a party to the Agreement or have any rights or obligations under the Agreement with respect to the 57,948 shares of common stock of West Corporation,
par value $0.001 per share, beneficially owned by the Company on March 21, 2013. By executing this letter, the undersigned acknowledges and agrees that as of the date first written above, the Company is no longer a party to the Agreement and no
longer has any rights or obligations under the Agreement. 







 
					
	Sincerely,
	
	SONJ Private Opportunities Fund, L.P.
		
	By:	 	BlackRock DivPEP III, LLC,its general partner
	By:	 	BlackRock Private Equity III, L.P.,its managing member
	By:	 	 Portfolio Administration &
 Management, Ltd., its general partner



 
			
	
	/s/ Steven Baumgarten
	Name:	 	Steven Baumgarten
	Title:	 	Vice President









 IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

					
	THE COMPANY:	 		 	WEST CORPORATION
			
	 	 		 	/s/ David C. Mussman
		 		 	 Name: David C. Mussman

Title: EVP, Secretary and General Counsel










					
	THL INVESTORS:	 		 	THOMAS H. LEE EQUITY FUND VI, L.P.
	 	 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THOMAS H. LEE PARALLEL FUND VI, L.P.
		 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
		 		 	By: THL Equity Advisors VI, LLC, its general partner
		 		 	By: Thomas H. Lee Partners, L.P., its sole member
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director
			
		 		 	THL COINVESTMENT PARTNERS, L.P.
		 		 	By: Thomas H. Lee Partners, L.P., its general partner
		 		 	By: Thomas H. Lee Advisors, LLC, its general partner
		 		 	By: THL Holdco, LLC, its managing member
			
		 		 	/s/ Charles P. Holden
		 		 	Name: Charles P. Holden
		 		 	Title: Managing Director

 [Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter Agreement]








 
	
	THL EQUITY FUND VI INVESTORS (WEST), L.P.
	By: THL Equity Advisors VI, LLC, its general partner
	By: Thomas H. Lee Partners, L.P., its sole member
	By: Thomas H. Lee Advisors, LLC, its general partner
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	PUTNAM INVESTMENTS HOLDINGS, LLC
	By: Putnam Investments, LLC, its managing member
	By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
	By: Putnam Investment Holdings, LLC, its managing member
	By: Putnam Investments, LLC, its managing member
	By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director
	
	THL EQUITY FUND VI INVESTORS (WEST) HL, L.P.
	By: THL Equity Advisors VI, LLC, its general partner
	By: Thomas H. Lee Partners, L.P., its sole member
	By: Thomas H. Lee Advisors, LLC, its general partner
	By: THL Holdco, LLC, its managing member
	
	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Managing Director


 [Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter
Agreement] 








			
	QUADRANGLE INVESTORS:	 	QUADRANGLE CAPITAL PARTNERS II LP
	 	 	By: Quadrangle GP Investors II LP, its general partner
		 	By: QCP GP Investors II LLC, its general partner

 
	
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal

	
	QUADRANGLE CAPITAL PARTNERS II-A LP
	By: Quadrangle GP Investors II LP, its general partner
	By: QCP GP Investors II LLC, its general partner
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal

	
	QUADRANGLE SELECT PARTNERS II LP
	By: Quadrangle GP Investors II LP, its general partner
	By: QCP GP Investors II LLC, its general partner
	
	/s/ Michael Huber
	 Name: Michael Huber
 Title:
President and Managing Principal



 [Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter
Agreement]