EX-4.2



 Exhibit 4.2 

SUPPLEMENTAL INDENTURE 

This SUPPLEMENTAL INDENTURE, dated as of July 1, 2014 (the “Supplemental Indenture”), is by and among West
Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 

RECITALS 
 WHEREAS, the
Company and the Trustee have previously become parties to an Indenture, dated as of October 5, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the
Company’s 8.625% Senior Notes due 2018 (the “Notes”); 
 WHEREAS, the Company proposes to amend the Indenture
and the Notes as contemplated by this Supplemental Indenture (such amendments, collectively, the “Amendments”); 

WHEREAS, pursuant to Section 9.02 of the Indenture, the Company and the Trustee may amend or supplement the Indenture and the Notes as
contemplated by this Supplemental Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes; 

WHEREAS, the Company has obtained the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes,
pursuant to the Offer to Purchase and Consent Solicitation Statement, dated June 17, 2014 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”), to the Amendments upon
the terms and subject to the conditions set forth therein; 
 WHEREAS, the Company has done all things necessary to make this Supplemental
Indenture a valid agreement of the Company in accordance with the terms of the Indenture and has satisfied all other conditions required under Article 9 of the Indenture; and 

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
in order to effect the Amendments, the Company agrees with the Trustee as follows: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

1.1 Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used but not
defined in this Supplemental Indenture shall have the meanings assigned to them in the Indenture. 
 1.2 Effect of Headings. The
Article and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of the Indenture or this Supplemental Indenture. 

1.3 Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. 
 1.4. Severability Clause. In case any provision in this Supplemental Indenture shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

1.5 Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision
of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the “Act”), as in force at the date this Supplemental Indenture is executed, the provision
required by the Act shall control. 
 1.6 Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or
implied, shall give to any person, other than the parties to this Supplemental Indenture and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under this Supplemental Indenture.








 1.7 Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 1.8 Reference to and Effect on the Indenture. 

(a) On and after the Operative Date (as defined in Section 2.1 below), each reference in the Indenture to “this
Indenture,” “hereunder,” “hereof,” or “herein” or words of similar import shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture, unless the context otherwise requires. 

(b) Except as specifically amended by this Supplemental Indenture on the Operative Date, the Indenture and the Notes are hereby
ratified and confirmed and all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes and shall be effective as of the date hereof, and
every Holder of the Notes heretofore and hereafter authenticated and delivered under the Indenture shall be bound hereby. 
 ARTICLE II 

AMENDMENTS OF THE INDENTURE AND NOTES 

2.1 Amendment to Indenture and Notes. Following the execution and delivery by the Company and the Trustee of this Supplemental
Indenture, the amendments in this Article II shall become operative on the initial date (the “Operative Date”) of acceptance for purchase by the Company of the Notes that have been validly tendered in accordance with the
tender offer contemplated by the Consent Solicitation Statement that represent at least a majority in aggregate principal amount of the outstanding Notes. Effective as of the Operative Date, the Supplemental Indenture hereby amends the Indenture and
the Notes as provided for herein. If the Operative Date does not occur on or prior to the Initial Payment Date (as defined in the Consent Solicitation Statement), then the terms of this Supplemental Indenture shall be null and void and the Indenture
and the Notes shall continue in full force and effect without any modification or amendment hereby. 
 2.2 Amendment of Redemption Notice
Period. As of the Operative Date, the first paragraph of Section 3.03 of the Indenture is hereby amended to read in its entirety as follows: 

Subject to Section 3.09 hereof, the Issuer shall deliver electronically or mail or cause to be mailed by first-class mail notices of redemption, postage
prepaid, at least 10 days (or such longer period as may be necessary to comply with the procedures of DTC) but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, or
otherwise in accordance with the Applicable Procedures, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in
Section 3.07(d) hereof, notices of redemption may not be conditional. 
 2.3 Deletion of Certain Provisions. 

(a) Amendments. 

(i) As of the Operative Date, the following sections of the Indenture are hereby deleted in their entirety and, in the case of
each such section, replaced with the phrase “[Intentionally Omitted]”, and any and all references to such sections and any and all obligations thereunder are hereby deleted throughout the Indenture, and such sections and references shall
be of no further force or effect. 
  

							
		 	•	 	SECTION 4.02	 	Maintenance of Office or Agency
				
		 	•	 	SECTION 4.03	 	Reports and Other Information
				
		 	•	 	SECTION 4.04	 	Compliance Certificate
				
		 	•	 	SECTION 4.05	 	Taxes
				
		 	•	 	SECTION 4.06	 	Stay, Extension and Usury Laws
				
		 	•	 	SECTION 4.07	 	Limitation on Restricted Payments
				
		 	•	 	SECTION 4.08	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
				
		 	•	 	SECTION 4.09	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
				
		 	•	 	SECTION 4.10	 	Asset Sales









							
		 	•	 	SECTION 4.11	 	Transactions with Affiliates
				
		 	•	 	SECTION 4.12	 	Liens
				
		 	•	 	SECTION 4.13	 	Corporate Existence
				
		 	•	 	SECTION 4.14	 	Offer to Repurchase Upon Change of Control
				
		 	•	 	SECTION 4.15	 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
				
		 	•	 	SECTION 4.16	 	Suspension of Certain Covenants
				
		 	•	 	SECTION 4.17	 	Payment for Consent
				
		 	•	 	SECTION 5.01	 	Merger, Consolidation or Sale of All or Substantially All Assets

 (ii) As of the Operative Date, each of clauses (a)(3), (4), (5) and (8) and
(b) of Section 6.01 and each of clauses (2), (3), (4), (5), (6) and (7) of Section 8.04 are hereby deleted in their entirety and, in the case of each such clause, replaced with the phrase “[Intentionally Omitted]”
and the Company shall be released from any and all of its obligations thereunder. 
 2.4 Other Amendments to the Indenture. All
definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to Section 2.3 of this Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in Sections
2.3 of this Supplemental Indenture are hereby deleted. All cross-references in the Indenture to sections and clauses deleted by Section 2.3 of this Supplemental Indenture shall also be deleted in their entirety. 

ARTICLE III 
 AMENDMENT TO THE
NOTES 
 The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Sections 2.2, 2.3 and
2.4 hereof. Upon the Operative Date, such provisions from the Notes shall be deemed deleted or amended as applicable. 
 *** 

This Supplemental Indenture may be executed in several counterparts, all of which together shall constitute one agreement binding on all
parties hereto, notwithstanding that all the parties have not signed the same counterpart. 







 SIGNATURES 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first written above.

  

			
	WEST CORPORATION,
	  as the Company
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  as the Trustee

		
	By:	 	 /s/ Julie Hoffman-Ramos

	Name:	 	Julie Hoffman-Ramos
	Title:	 	Vice President


 [Signature Page for Supplemental Indenture]