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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/30/07 Televox Software Inc S-4 74:784 RR Donnelley/FA
Smarttalk Inc
CenterPost Communications Inc
West Transaction Services/LLC
West Telemarketing CORP II
West Direct/Inc
West At Home/LLC
Cosmosis CORP
West Receivable Services/Inc
West Facilities CORP
West Business Services/LP
West Asset Purchasing/LLC
InterCall Telecom Ventures/LLC
Attention Funding CORP
West Corp
West Transaction Services II/LLC
West Asset Management/Inc
Intrado Inc
Stargate Management LLC
InPulse Response Group/Inc
West Telemarketing/LP
Intrado International/LLC
West International CORP
Intrado Communications of Virginia Inc
West Interactive CORP
Intrado Communications Inc
Intercall Inc
Northern Contact/Inc
Debt Depot/LLC
Asset Direct Mortgage/LLC
BuyDebtCo/LLC
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2,892K
Business-Combination Transaction
2: EX-3.1.2 Certificate of Amendment to Certificate of HTML 30K
Formation of Asset Direct Mortgage
3: EX-3.1.3 Restated Certificate of Incorporation of Attention HTML 47K
Funding Corporation
4: EX-3.1.4 Articles of Organization of Buydebtco, Llc HTML 37K
5: EX-3.1.5 Certificate of Incorporation of Centerpost HTML 39K
Communications, Inc.
6: EX-3.1.6 Articles of Incorporation for Cosmosis Corporation HTML 35K
7: EX-3.1.7 Certificate of Disclosure for Inpulse Response HTML 86K
Group, Inc.
8: EX-3.1.8 Certficate of Incorporation of Intercall, Inc HTML 44K
9: EX-3.1.9 Certificate of Formation of Intercall Telecom HTML 29K
Ventures, Llc
10: EX-3.1.10 Certificate of Incorporation of Intrado HTML 57K
Communications Inc.
11: EX-3.1.11 Articles of Incorporation of Intrado HTML 51K
Communications of Virginia Inc.
12: EX-3.1.12 Restated Certificate of Incorporation of Intrado HTML 39K
Inc.
13: EX-3.1.13 Certificate of Formation of Intrado International, HTML 33K
Llc
14: EX-3.1.14 Certificate of Amendment of Certificate of HTML 40K
Incorporation of Northern Contact,Inc
15: EX-3.1.15 Amended and Restated Certificate of Incorporation HTML 29K
of Smarttalk,Inc.
16: EX-3.1.16 Articles of Organization of Stargate Management HTML 30K
Llc
17: EX-3.1.17 Certificate of Merger (Televox Softeware HTML 43K
Incorporated)
18: EX-3.1.18 Certificate of Incorporation (The Debt Depot,Llc) HTML 28K
19: EX-3.1.19 Certificate of Incorporation of West Asset HTML 37K
Management, Inc
20: EX-3.1.20 Certificate of Incorporation of West Asset HTML 58K
Purchasing,Llc
21: EX-3.1.21 Certificate of Formation of West at Home, Llc HTML 27K
22: EX-3.1.22 Certificate of Formation of West Business HTML 30K
Services, Lp
23: EX-3.1.23 Certificate of Merger of West Direct, Inc. HTML 42K
24: EX-3.1.24 Certificate of Incororation of West Facilities HTML 37K
Corporation
25: EX-3.1.25 Certificate of Incorporation of West Interactive HTML 37K
Corporation
26: EX-3.1.26 Certificate of Incorporation of West International HTML 37K
Corporation
27: EX-3.1.27 Certificate of Incorporation of West Receivable HTML 38K
Services, Inc
28: EX-3.1.28 Certificate of Incorporation of West Telemarketing HTML 36K
Corporation Ii
29: EX-3.1.29 Certificate of Incorporation of West Telemarketing HTML 30K
Lp
30: EX-3.1.30 Certificate of Incorporation of West Transaction HTML 27K
Services. Llc
31: EX-3.1.31 Certificate of Incorporation of West Transaction HTML 27K
Services Ii, Llc
32: EX-3.2.2 Asset Direct Mortgage, Llc HTML 39K
33: EX-3.2.3 By-Laws of Attention Funding Corporation HTML 74K
34: EX-3.2.4 Amendment to Amended & Restated Operating HTML 38K
Agreement of Buydebtco, Llc
35: EX-3.2.5 By-Laws of Centerpost Communications HTML 73K
36: EX-3.2.6 By-Laws of Cosmosis Corporation HTML 71K
37: EX-3.2.7 Inpulse Response Group, Inc. By-Laws HTML 73K
38: EX-3.2.8 Amended & Restated By-Laws of Intercall, Inc HTML 98K
39: EX-3.2.9 By-Laws of Intercall Telecom Ventures, Llc HTML 43K
40: EX-3.2.10 By-Law Amendment of Intrado Communications, Inc. HTML 108K
41: EX-3.2.11 Intrado Communications of Virginia Inc By-Law HTML 100K
Amendment
42: EX-3.2.12 Amended & Restated By-Laws of Intrado Inc. HTML 92K
43: EX-3.2.13 Operating Agreement of Intrado International, Llc HTML 59K
44: EX-3.2.14 By-Laws of Northern Contact Inc. HTML 70K
45: EX-3.2.15 Amended & Restated By-Laws of Smarttalk, Inc. HTML 71K
46: EX-3.2.16 Operating Agreement of Stargate Management Llc HTML 53K
47: EX-3.2.17 By-Laws of Televox Software, Incorporated HTML 73K
48: EX-3.2.18 By-Laws of the Debt Depot Llc HTML 39K
49: EX-3.2.19 By-Laws of West Asset Management, Inc. HTML 70K
50: EX-3.2.20 By-Laws of West Asset Purchasing Llc HTML 39K
51: EX-3.2.21 Limited Liability Company Agreement of West at HTML 35K
Home Llc
52: EX-3.2.22 Agreement of Limited Partnership of West Business HTML 138K
Services, Lp
53: EX-3.2.23 Amended & Restated By-Laws of West Direct, Inc. HTML 70K
54: EX-3.2.24 By-Laws of West Facilities Corporation HTML 70K
55: EX-3.2.25 By-Laws of West Interactive Corporation HTML 70K
56: EX-3.2.26 By-Laws of West International Corporation HTML 70K
57: EX-3.2.27 By-Laws of West Receivable Services, Inc HTML 72K
58: EX-3.2.28 By-Laws of West Telemarketing Corporation Ii HTML 71K
59: EX-3.2.29 Agreement of Limited Partnership of West HTML 147K
Telemarketing, Lp
60: EX-3.2.30 By-Laws of West Transaction Services, Llc HTML 39K
61: EX-3.2.31 By-Laws of West Transaction Services Ii, Llc HTML 39K
62: EX-5.1 Opinion of Ropes & Gray Llp HTML 35K
63: EX-10.18 Employment Agreement Between West Corporation and HTML 30K
Thomas B. Barker
64: EX-10.19 Employment Agreement Between West Corporation and HTML 30K
Nancee R Berger
65: EX-10.20 Employment Agreement Between West Corporation and HTML 38K
Joseph Scott Etzler
66: EX-10.21 Employment Agreement Between West Corporation and HTML 30K
Paul M Mendlik
67: EX-10.22 Employment Agreement Between West Corporation and HTML 53K
Steven M Stangl
68: EX-12 Statement of Computation of Ratio of Earnings HTML 40K
69: EX-21 List of Subsidiaries HTML 41K
70: EX-23.1 Consent of Deloitte & Touche Llp HTML 26K
71: EX-25.1 Form T-1 Statement of Eligibility (9 1/2 % Senior HTML 86K
Notes)
72: EX-25.2 Form T-1 Statement of Eligibility (11% Senior HTML 85K
Subordinated Notes)
73: EX-99.1 Form of Letter of Transmittal HTML 123K
74: EX-99.2 Form of Motice of Guaranteed Delivery HTML 39K
| ASSET DIRECT MORTGAGE, LLC |
EXHIBIT 3.2.2
AMENDMENT TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
ASSET DIRECT MORTGAGE, LLC
THIS AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of ASSET DIRECT MORTGAGE, LLC, a Delaware limited liability company (the “Company”), is adopted as of December 31, 2004 (the “Effective Date”), by the sole member of the Company, West Corporation (the “Member”).
WHEREAS, the Member is party to that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 1, 2004 (the “Agreement”); and
WHEREAS, the Member desires to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the agreements contained herein, the Member agrees as follows:
1. As of the Effective Date, Section 5.1 of the Agreement shall be amended and restated in its entirety to read as follows:
5.1 Tax Returns and Elections. If the Member so desires, it may at its sole discretion cause the Managers to take such steps, if any, to cause the Company to be disregarded as an entity separate from the Member for federal income tax purposes pursuant to Treasury Regulation 301.7701-3 and any corresponding state law provision. If the Company is required to file a federal and/or state income tax return, the Member shall prepare, or cause to be prepared, a federal and/or state income tax return for the Company; and, in connection therewith, make any appropriate or necessary elections, including elections with respect to the useful lives of the properties of the Company and the rates of depreciation or cost recovery on such properties.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Member has duly executed this Amendment effective as of the date first written above.
| WEST CORPORATION | ||
| By: | /s/ Paul M. Mendlik | |
| Name: | Paul M. Mendlik | |
| Title: | Chief Financial Officer and Treasurer | |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
ASSET DIRECT MORTGAGE, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), is made as of August 1, 2004 by West Corporation, a Delaware corporation and the sole Member of Asset Direct Mortgage, LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.
Article 1. Organization
1.1 Formation of the Company; Term. The Company has been formed as a limited liability company pursuant to the Act by the execution and filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. The Member shall carry on the business of the Company in accordance with the provisions of the Act and subject to the terms of this Agreement. Unless sooner dissolved and liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is: “Asset Direct Mortgage, LLC”.
1.3 Purpose of the Company; Business. The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.
1.4 Principal Place of Business; Registered Agent. The principal place of business of the Company shall be located at Suite 700, 2253 Northwest Parkway, Marietta, Georgia 30067, and the name and address of the Company’s registered agent in the State of Delaware shall be The Corporation Service Company, 1013 Centre Road, Wilmington, DE 19805. The Company may change its principal place of business and registered agent and may establish any other places of business as the Manager may from time to time designate.
Article 2. Definitions
“Act” means the Delaware Limited Liability Company Act, as amended from tune to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.
“Agreement” means this Agreement as amended from time to time.
“Company” means Asset Direct Mortgage, LLC.
“Fiscal Year” means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on December 31.
“Member” means West Corporation.
“Person” or “person” means any natural person and any corporation, firm, partnership, trust, estate, limited liability company, or other entity resulting from any form of association.
Article 3. Capitalization; Economics
3.1 Capital. The Member may, but shall not be obligated to, make capital contributions to the Company. The Company is to finance its operations independently of the Member and without its financial support.
3.2 Capital Accounts; Allocations; Books of Record. All items of income, gain, loss and deduction shall be allocated to the Member. The Member or its designee will keep a record of the Member’s capital contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member.
3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.
3.4 Distributions. The Company will not make any distribution of cash, except to the extent that the Company then has cash available in excess of the sum of (1) amounts required to pay or make provision for all Company expenses, plus (2) all reserves that the Member considers necessary or appropriate. To the extent that the Member reasonably foresees that the Company will receive cash or other consideration to satisfy liabilities that are not yet due and payable, the Company is not required to establish reserves or make other provision to satisfy those liabilities before making distributions to the Member.
Article 4. Management
4.1 Management by Managers. The Company shall be managed by the Managers. Nancee R. Berger, Paul M. Mendlik, Darrell T. Hanna and James F. Richards are hereby designated as the initial Managers of the Company and each shall continue to serve as a Manager until the earlier of his or her retirement, death or removal or replacement by the Member.
4.2 Authority of the Managers. The Managers shall have all the power and authority to manage and direct the management of, the business and affairs of the Company both ordinary and extraordinary.
Article 5. General
5.1 Tax Returns and Elections. The Member shall, and the Managers are hereby directed to, take such steps, if any, as may be necessary to cause the Company to be disregarded as an entity separate from the Member for federal income tax purposes pursuant to Treasury Regulation 301.7701-3 and any corresponding state law provision. If the Company is required to file a federal and/or state income tax return, the Member shall prepare, or cause to be prepared, a federal and/or state income tax return for the Company; and, in connection therewith, make any appropriate or necessary elections, including elections with respect to the useful lives of the properties of the Company and the rates of depreciation or cost recovery on such properties.
5.2 Dissolution and Liquidation. No event that would cause a dissolution of a limited liability company under the Act will cause a dissolution of the Company. If the Company is required to wind-up its affairs and liquidate its assets, it will first pay or make provision to pay all its obligations as required by law and any assets remaining will be distributed to the Member.
5.3 Amendment. This Agreement may be amended by the sole Member by a writing that refers to this Agreement.
5.4 New Members. New members of the Company may be admitted by the Member at any time. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Member.
5.5 Limited Liability of the Member. The Member in its capacity as a member of the Company shall not be liable for any debts, obligations or liabilities of the Company.
5.6 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.
5.7 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.
| WEST CORPORATION | ||
| Name: |
||
| Title: |
Executive Vice President | |
| This S-4 Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/1/04 | ||||
| 12/31/04 | 10-K, 10-K/A, 4 | |||
| Filed On / Filed As Of | 3/30/07 | 8-K | ||
| Top | List All Filings | |||