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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WEST CORPORATION
INTO
WEST TELESERVICES CORPORATION
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Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
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West TeleServices Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: The Corporation owns all of the outstanding shares of capital
stock of West Corporation, a corporation organized and existing under the laws
of the State of Delaware.
SECOND: That the Corporation, by the following resolutions duly
adopted by its Board of Directors unanimous written consent on the 29th day of
December, 2000, determined to merge with and into itself said West Corporation
upon the terms and conditions therein set forth:
RESOLVED, that the Corporation merge with and into itself, pursuant to
Section 253(a) of the General Corporation Law of the State of
Delaware, West Corporation, a corporation organized and existing under
the laws of the State of Delaware, with the Corporation being the
surviving corporation in such merger (the "Merger"); and further
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RESOLVED, that the Merger be effective upon filing of the related
Certificate of Ownership and Merger with the Secretary of State of
Delaware; and further
RESOLVED, that upon the effectiveness of the Merger, the Corporation
assumes all of the liabilities and obligations of West Corporation,
and further
RESOLVED, that upon the effectiveness of the Merger, the name of the
Corporation be changed to "West Corporation" pursuant to Section
253(b) of the General Corporation Law of the State of Delaware and
Article I of the Restated Certificate of Incorporation of the
Corporation be amended to read in its entirely as follows:
Article I
The name of the Corporation (the "Corporation") is: West Corporation.
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IN WITNESS WHEREOF, said West TeleServices Corporation has caused this
certificate to be signed by Thomas B. Barker, its President and Chief Executive
Officer, and attested by Mary E. West, its Secretary, this 29th day of December,
2000.
WEST TELESERVICES CORPORATION
By: /s/ Thomas B. Barker
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Name: Thomas B. Barker
Title: President and Chief Executive
Officer
Attest:
/s/ Mary E. West
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Name: Mary E. West
Title: Secretary
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