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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/02/04 Language Line, Inc. S-4 49:7.2M RR Donnelley/FA Envok, LLC Language Line Services, Inc. On Line Interpreters, Inc. Language Line, LLC Language Line Dominican Republic, LLC Language Line Panama, LLC Language Line Costa Rica, LLC |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.43M
Business-Combination Transaction
2: EX-1.1 Purchase Agreement Dated as of June 3, 2004 HTML 182K
3: EX-3.1 Certificate of Incorporation HTML 28K
12: EX-3.10 By-Laws of Language Line Services, Inc. HTML 68K
13: EX-3.11 Certificate of Formation of Language Line HTML 24K
Dominican Republic, LLC
14: EX-3.12 Amended and Restated Limited Liability Company HTML 41K
Agreement
15: EX-3.13 Certificate of Formation of Language Line Panama, HTML 24K
LLC, Dated October 12, 2001
16: EX-3.14 Amended and Restated Limited Liability Company HTML 41K
Agreement
17: EX-3.15 Certificate of Formation of Language Line Costa HTML 23K
Rica, LLC
18: EX-3.16 Amended and Restated Limited Liability Company HTML 41K
Agreement
4: EX-3.2 By-Laws of Language Line HTML 72K
5: EX-3.3 Certificate of Formation of Language Line, LLC HTML 25K
Dated February 26, 1999
6: EX-3.4 Second Amended and Restated Limited Liability HTML 41K
Company Agreement
7: EX-3.5 Certificate of Formation of Envok, LLC, Dated July HTML 24K
24, 2001
8: EX-3.6 Amended and Restated Limited Liability Company HTML 41K
Agreement
9: EX-3.7 Certificate of Incorporation of on Line HTML 81K
Interpreters, Inc., Dated January 22
10: EX-3.8 By-Laws of on Line Interpreters, Inc. HTML 67K
11: EX-3.9 Certificate of Incorporation of Language Line HTML 30K
Services, Inc., Dated December 5
19: EX-4.1 Indenture Dated as of June 11, 2003 HTML 563K
20: EX-4.2 Registration Rights Agreement HTML 116K
21: EX-4.3 Joinder Agreement Dated June 11, 2003 HTML 22K
22: EX-4.4 First Supplemental Indenture, Dated as of June 11, HTML 32K
2003
23: EX-5.1 Opinion of Kirkland & Ellis LLP HTML 27K
24: EX-8.1 Opinion of Kirkland & Ellis LLP Regarding Federal HTML 23K
Tax
25: EX-10.1 Agreement and Plan of Merger Dated April 14, 2004 HTML 407K
34: EX-10.10 Incentive Units Agreement...Jeanne Anderson HTML 75K
35: EX-10.11 Incentive Units Agreement...Dennis Bailey HTML 75K
36: EX-10.12 Incentive Units Agreement...Phil Speciale HTML 75K
37: EX-10.13 Credit Agreement HTML 667K
38: EX-10.14 Security Agreement HTML 221K
39: EX-10.15 Guarantee, Dated June 11, 2004 HTML 59K
40: EX-10.16 Trademark Security Agreement HTML 27K
41: EX-10.17 Amended and Restated Promissory Note Secured by HTML 29K
Deed of Trust...Dennis G. Dracup
42: EX-10.18 Amended and Restated Promissory Note...Matthew T. HTML 29K
Gibbs Ii and Kathy Gibbs
43: EX-10.19 Amendment to the Deed of Trust and Assignment of HTML 25K
Rents...Dennis G. Dracup
26: EX-10.2 Preferred Securities Purchase Agreement Dated as HTML 392K
of June 11, 2004
44: EX-10.20 Amended and Restated Unit Plege HTML 45K
Agreement...Matthew and Kathy Gibbs
27: EX-10.3 Registration Rights Agreement Dated June 11,2004 HTML 130K
28: EX-10.4 Executive Employment Agreement Between Language HTML 99K
Line, Inc. and Dennis Dracup
29: EX-10.5 Executive Employment Agreement Dated June 11, HTML 85K
2004... Matthew Gibbs
30: EX-10.6 Non-Competition, Non-Solicitation Agreement Dated HTML 42K
June 11, 2004...Dennis Dracup
31: EX-10.7 Non-Competition, Non-Solicitation HTML 41K
Agreement...Matthew Gibbs
32: EX-10.8 Incentive Securities Agreement Dated June 11, HTML 71K
2004...Dennis and Christine Dracup
33: EX-10.9 Incentive Securities Agreement Dated June 11, HTML 70K
2004... Matthew Gibbs
45: EX-12.1 Statement Regarding Computation of Ratio of HTML 36K
Earnings to Fixed Charges
46: EX-21.1 Subsidiaries of Language Line, Inc. HTML 24K
47: EX-23.1 Consent of Independent Registered Public HTML 19K
Accounting Firm
48: EX-25.1 Form T-1 HTML 42K
49: EX-99.1 Form of Letter of Transmittal HTML 25K
| Certificate of Incorporation of Language Line Services, Inc., dated December 5 |
Exhibit 3.9
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LANGUAGE LINE SERVICES, INC. ” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE FIFTH DAY OF DECEMBER, A.D. 2001, AT 9 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
| [SEAL] | ||||
| Harriet Smith Windsor, Secretary of State | ||||
| 3464272 8100H | AUTHENTICATION: 3150032 | |||
| 040413872 | DATE: 06–03–04 | |||
PAGE 1
| STATE OF DELAWARE | ||
| SECRETARY OF STATE | ||
| DIVISION OF CORPORATIONS | ||
| FILED 09:00 AM 12/05/2001 | ||
| 010619573 – 3464272 |
CERTIFICATE OF INCORPORATION
OF
LANGUAGE LINE SERVICES, INC.
The undersigned, a natural perform for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the “Corporation”) is Language Line Services, Inc.
SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The Nature of the business or purposes to be conducted by and promoted by the Corporation is to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one million (1,000,000) shares of common stock, each of which shall have a par value of one-tenth of one cent ($.001) per share.
FIFTH: No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that the foregoing clause shall not apply to any liability of a Director (i) for any breach of the Director’s duly of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the Director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a Director for any act or omission occurring prior to the time this Article became effective.
SIXTH: The name and mailing address of the Incorporator is as follows:
| NAME: |
MAILING ADDRESS: | |
| c/o Language Line, LLC One Lower Ragsdale Drive, Building 2 |
SEVENTH: The Corporation is to have perpetual existence.
EIGHTH: Elections of Directors need not be by written ballot unless the Bylaws of the Corporation so provide.
NINTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the Board of Directors of the Corporation is authorized and empowered to adopt, alter, amend and repeal the Bylaws of the Corporation in any manner not inconsistent with the laws of Delaware.
TENTH: The Corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by the General Corporation Law of Delaware.
ELEVENTH: Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
TWELTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statue.
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I, THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 4th day of December 2001.
| Incorporator |
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