**Exhibit 3.1**

 

**SECONDAMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**NCOGROUP, INC.**

 

NCO Group, Inc., acorporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST:                                   Thatthe name of the corporation is NCO Group, Inc., and the name under whichthe corporation was originally incorporated is Collect Holdings, Inc.  The date of filing of its originalCertificate of Incorporation with the Secretary of State of the State of Delawarewas July 13, 2006.

 

SECOND:                    That anAmended and Restated Certificate of Incorporation was filed with the Secretaryof State of the State of Delaware on November 14, 2006.

 

THIRD:                               Thatthe Amended and Restated Certificate of Incorporation was amended by thatcertain Certificate of Amendment of Certificate of Incorporation, which wasfiled with the Secretary of State of the State of Delaware on December 27,2006, and further amended by that certain Certificate of Amendment of Amendedand Restated Certificate of Incorporation, which was filed with the Secretaryof State of the State of Delaware on February 28, 2008;

 

FOURTH:                   That thisSecond Amended and Restated Certificate of Incorporation amends, restates andintegrates in its entirety the Amended and Restated Certificate ofIncorporation of the corporation, as amended to date, to read in full as setforth on Exhibit A attached hereto.

 

FIFTH:                                  Thatthis Second Amended and Restated Certificate of Incorporation was duly adoptedby the Board of Directors of the corporation and by the stockholders of thecorporation in accordance with the applicable provisions of Section 228,242 and 245 of the General Corporation Law of the State of Delaware.

 

SIXTH:                                Thatthis Second Amended and Restated Certificate of Incorporation shall beeffective upon its filing with the Office of the Secretary of State of theState of Delaware.

 

----

 

IN WITNESS WHEREOF, thecorporation has caused this Second Amended and Restated Certificate ofIncorporation to be executed this 8th day of December, 2008.

 

 
|   | NCO Group, Inc. |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  |   /s/ John R.  Schwab |
|   |                 | Name: | John R. Schwab |
|   |                 | Title: | Executive Vice  President and |
|   |                 |   | Chief Financial Officer |

 

----

 

EXHIBIT A

 

SECOND AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

NCO GROUP, INC.

 

**ARTICLE I**

 

# Name.  The name of the Corporation isNCO Group, Inc.

#  

**ARTICLE II**

 

# Registered Office and Agent.  Theaddress of the Corporation’s registered office in the State of Delaware is 1209Orange Street, in the City of Wilmington, County of New Castle.  The name of the Corporation’s registeredagent at such address is The Corporation Trust Company.

#  

**ARTICLE III**

 

# Purpose.  The purposes for which theCorporation is formed are to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware (the “DGCL”) and to possess and exercise all of the powers andprivileges granted by such law and any other law of the State of Delaware.

#  

**ARTICLE IV**

 

Authorized Capital.  The aggregate number of shares of stock whichthe Corporation shall have authority to issue is Twelve Million Eight HundredThousand (12,800,000) shares, divided into three (3) classes consisting ofSeven Million Five Hundred Thousand (7,500,000) shares of Preferred  Stock, par value $.01 per share (“PreferredStock”), Eight Hundred Thousand (800,000) shares of Class L CommonStock, par value $.01 per share (“Class L Common Stock”), and FourMillion Five Hundred Thousand (4,500,000) shares of Class A Common Stock,par value $.01 per share (“Class A Common Stock”).  Class L Common Stock and Class ACommon Stock are hereinafter sometimes referred to as “Common Stock.”

 

**ARTICLE V**

 

The following is a statement of the designations,preferences, qualifications, limitations, restrictions and the special orrelative rights granted to or imposed upon the shares of each such class.

 

----

##  

## A.                                   PREFERRED STOCK - IN GENERAL

##  

### 1.                                       Issue in Series. Preferred Stock may be issued from time to time in one or more series,each such series to have the terms stated herein or in the resolution of theBoard of Directors of the Corporation providing for its issue (as suchresolution may be amended by a resolution or resolutions subsequently adoptedby the Board of Directors).  All sharesof any one series of Preferred Stock will be identical, but shares of differentseries of Preferred Stock need not be identical or rank equally except insofaras provided by law or herein.

###  

### 2.                                       Creation of Series.  TheBoard of Directors will have authority by resolution to cause to be created oneor more series of Preferred Stock, and to determine and fix with respect toeach series prior to the issuance of any shares of the series to which suchresolution relates:

###  

#### a.                                       The distinctive designation of the series andthe number of shares which will constitute the series, which number may beincreased or decreased (but not below the number of shares then outstanding)from time to time by action of the Board of Directors;

####  

#### b.                                      The dividend rate and the times of payment ofdividends on the shares of the series, whether dividends will be cumulative,and if so, from what date or dates;

####  

#### c.                                       The price or prices at which, and the termsand conditions on which, the shares of the series may be redeemed at the optionof the Corporation;

####  

#### d.                                      Whether or not the shares of the series willbe entitled to the benefit of a retirement or sinking fund to be applied to thepurchase or redemption of such shares and, if so entitled, the amount of suchfund and the terms and provisions relative to the operation thereof;

####  

#### e.                                       Whether or not the shares of the series willbe convertible into, or exchangeable for, any other shares of stock of theCorporation or other securities, and if so convertible or exchangeable, theconversion price or prices, or the rates of exchange, and any adjustmentsthereof, at which such conversion or exchange may be made, and any other termsand conditions of such conversion or exchange;

####  

#### f.                                         The rights of the shares of the series in theevent of voluntary or involuntary liquidation, dissolution or winding up of theCorporation;

####  

#### g.                                      Whether or not the shares of the series willhave priority over or be on a parity with or be junior to the shares of anyother series or class in any respect or will be entitled to the benefit oflimitations restricting the issuance of shares of any other series or classhaving priority over or being on a parity with the shares of such series in anyrespect, or restricting the payment of dividends on or the making of otherdistributions in respect of shares of any other series or class ranking juniorto the shares of the series as to dividends or assets, or restricting thepurchase or redemption of the shares of any such junior series or class, andthe terms of any such restriction;

####  

#### h.                                      Whether the series will have voting rights,in addition to any voting rights provided by law, and, if so, the terms of suchvoting rights; and

####  

----

####  

#### i.                                          Any other preferences, qualifications,privileges, options and other relative or special rights and limitations ofthat series.

####  

### 3.                                       VotingRights.  Except as otherwise requiredby law, as otherwise provided herein or as otherwise determined by the Board ofDirectors as to the shares of any series of Preferred Stock prior to theissuance of any such shares, the holders of Preferred Stock shall have novoting rights and shall not be entitled to any notice of meeting ofstockholders.

###  

### 4.                                       Reservationof Right.  The Board of Directors ofthe Corporation reserves the right by subsequent amendment of (i) thisCertificate of Incorporation or (ii) theresolutions of the Board of Directors providing for the creation of a series ofPreferred Stock (the “Adopting Resolutions”), to increase ordecrease the number of shares constituting Preferred Stock or any seriesthereof (but not below the number of shares then outstanding) and in any otherrespects to amend this Certificate of Incorporation or the Adopting Resolutions, in each case, within the limitsprovided by law, this Certificate of Incorporation and any applicable contractor instrument binding on the Corporation.

###  

## B.                                     SERIES A PREFERRED STOCK; SERIES B PREFERREDSTOCK AND COMMON STOCK

##  

## The first series of Preferred Stock shall bedesignated as Series A 14% PIK Preferred Stock (“Series APreferred Stock”), and the number of shares which shall constitute suchseries shall be Six Million (6,000,000).  The par value of Series APreferred Stock shall be $.01 per share. The second series of Preferred Stock shall be designated as Series B-119% PIK Preferred Stock (“Series B-1 Preferred Stock”), and the numberof shares which shall constitute such series shall be Eight Hundred Thousand(800,000).  The par value of Series B-1Preferred Stock shall be $.01 per share. The third series of Preferred Stock shall be designated as Series B-219% Preferred Stock (“Series B-2 Preferred Stock” and, togetherwith Series B-1 Preferred Stock, “Series B Preferred Stock”),and the number of shares which shall constitute such series shall be TwoHundred Thousand (200,000).  The parvalue of Series B-2 Preferred Stock shall be $.01 per share.  Except as otherwise provided herein, allshares of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2Preferred Stock, Class L Common Stock and Class A Common Stock shallbe identical and shall entitle the holders thereof to the same rights andprivileges.

##  

### 1.                                       Subdivision and Combinations of Shares.  Ifthe Corporation in any manner subdivides (by stock split, stock dividend orotherwise) or combines (by stock split, stock dividend or otherwise) theoutstanding shares of Series A Preferred Stock, then the outstandingshares of each series of Series B Preferred Stock and the outstandingshares of each class of Common Stock shall be proportionately subdivided orcombined.  If the Corporation in anymanner subdivides (by stock split, stock dividend or otherwise) or combines (bystock split, stock dividend or otherwise) the outstanding shares of any seriesof Series B Preferred Stock, then the outstanding shares of each otherseries of Series B Preferred Stock, the outstanding shares of Series APreferred Stock, and the outstanding shares of each class of Common Stock shallbe proportionately subdivided or combined. If the Corporation in any manner subdivides (by stock split, stockdividend or otherwise) or combines (by stock split, stock dividend orotherwise) the outstanding shares of any class of Common Stock, then theoutstanding shares of Series A Preferred Stock, the outstanding shares ofeach series of Series B Preferred Stock, and 

###  

----

###  

### the outstanding shares of each other class of Common Stock shall beproportionately subdivided or combined. Any such subdivision or combination shall be payable in shares of Series APreferred Stock to holders of Series A Preferred Stock, in shares of Series B-1Preferred Stock to holders of Series B-1 Preferred Stock, in shares of Series B-2Preferred Stock to holders of Series B-2 Preferred Stock, in shares of Class LCommon Stock to holders of Class L Common Stock and in shares of Class ACommon Stock to holders of Class A Common Stock.  In no event shall a stock split or stockdividend constitute a payment of Yield or Base Amount.

###  

### 2.                                       Distribution Priority.  Atthe time of each Distribution, such Distribution shall be made to the holdersof the Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2Preferred Stock, Class L Common Stock and Class A Common Stock in thefollowing priority:

###  

#### a.                                       The holders of Series B-1 PreferredStock and the holders of Series B-2 Preferred Stock shall, in theaggregate, be entitled to receive all or a portion of such Distribution in anamount equal to the sum of (i) the aggregate Unpaid Base Amount of theoutstanding shares of Series B-1 PIK Stock, (ii) the aggregate UnpaidYield of the outstanding shares of Series B-1 Preferred Stock and (iii) theaggregate Unpaid Yield of the outstanding shares of Series B-2 PreferredStock, each as of the time of such Distribution (such sum, the “First TierAmount”), and no Distribution or any portion thereof shall be made underparagraphs B.2(b), B.2(c), B.2(d) or B.2(e) of Article V untilthe entire First Tier Amount as of the time of such Distribution has been paidin full.

####  

#### (i)                                     The holders of Series B-1 PreferredStock shall, in the aggregate, be entitled to a portion of any Distributionmade pursuant to paragraph B.2(a) of Article V equal to the productof the amount of such Distribution multiplied by the quotient of (i) thesum of the aggregate Unpaid Base Amount of the outstanding shares of Series B-1PIK Stock and the aggregate Unpaid Yield of the outstanding shares of Series B-1Preferred Stock divided by (ii) the First Tier Amount (such product, the “Series B-1First Tier Distribution”).  Eachholder of Series B-1 Preferred Stock shall be entitled to receive aratable portion of the Series B-1 First Tier Distribution based on the sumof the aggregate Unpaid Base Amount of the Series B-1 PIK Stock held bysuch holder plus the aggregate Unpaid Yield of the Series B-1 PreferredStock held by such holder, compared to the sum of the aggregate Unpaid BaseAmount of the outstanding shares of Series B-1 PIK Stock plus theaggregate Unpaid Yield of the outstanding shares of Series B-1 PreferredStock, in each case, as of the time of such Distribution.  Distributions made pursuant to thissubparagraph B.2(a)(i) of Article V to holders of Series B-1Preferred Stock shall constitute, with respect to each outstanding share of Series B-1Preferred Stock (i) first a payment of Yield to the extent of the UnpaidYield with respect to such share and (ii) then a payment of the BaseAmount of the Series B-1 PIK Stock.

####  

(ii)                                  The holders of the outstanding shares of Series B-2Preferred Stock shall, in the aggregate, be entitled to a portion of anyDistribution made pursuant to paragraph B.2(a) of Article V equal tothe product of the amount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Yield of the outstanding shares of Series B-2 PreferredStock divided by (ii) the First Tier Amount (such product, the “Series B-2First Tier Distribution”).  Eachholder of Series B-2 Preferred Stock shall be entitled to receive aratable portion of the Series B-2 First Tier Distribution, based on theaggregate Unpaid Yield of the Series B-2 Preferred Stock held by suchholder, compared to the aggregate Unpaid Yield of the 

 

----

 

outstandingshares of Series B-2 Preferred Stock, in each case, as of the time of suchDistribution.  Distributions madepursuant to this subparagraph B.2(a)(ii) of Article V to holders of Series B-2Preferred Stock shall constitute, with respect to outstanding shares of Series B-2Preferred Stock, a payment of Yield.

 

#### b.                                      After the required amount of a Distributionhas been made in full pursuant to paragraph B.2(a) of Article V, theholders of Series B-1 Preferred Stock and Series B-2 Preferred Stockshall, in the aggregate, be entitled to receive all or a portion of suchDistribution in an amount equal to the sum of (i) the aggregate UnpaidBase Amount of the outstanding shares of Series B-1 Preferred Stock and (ii) theaggregate Unpaid Base Amount of the outstanding shares of Series B-2Preferred Stock, each as of the time of such Distribution (such sum, the “SecondTier Amount”), and no Distribution or any portion thereof shall be madeunder paragraph B.2(c), B.2(d) or B.2(e) of Article V until the entireamount of the Second Tier Amount as of the time of such Distribution has beenpaid in full.

####  

#### (i)                                     The holders of Series B-1 PreferredStock shall, in the aggregate, be entitled to a portion of any Distributionmade pursuant to paragraph B.2(b) of Article V equal to the productof the amount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Base Amount of the outstanding shares of Series B-1Preferred Stock divided by (ii) the Second Tier Amount (such product, the “Series B-1Second Tier Distribution”).  Eachholder of Series B-1 Preferred Stock shall be entitled to receive aratable portion of the Series B-1 Second Tier Distribution based on theaggregate Unpaid Base Amount of each share of Series B-1 Preferred Stockheld by such holder, compared to the sum of the aggregate Unpaid Base Amount ofthe outstanding shares of Series B-1 Preferred Stock, in each case, as ofthe time of such Distribution; provided, that no holder shall receive aDistribution in respect of any share of Series B-1 Preferred Stockpursuant to this subparagraph B.2(b)(i) of Article V to the extentsuch Distribution exceeds the Unpaid Base Amount of such share.  Distributions made pursuant to thissubparagraph B.2(b)(i) of Article V to holders of Series B-1Preferred Stock shall constitute, with respect to the outstanding shares of Series B-1Preferred Stock, a payment of the Base Amount.

####  

(ii)                                  The holders of the outstanding shares of Series B-2Preferred Stock shall, in the aggregate, be entitled to a portion of anyDistribution made pursuant to paragraph B.2(b) of Article V equal tothe product of the amount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Base Amount of the outstanding shares of Series B-2Preferred Stock divided by (ii) the Second Tier Amount (such product, the “Series B-2Second Tier Distribution”).  Eachholder of Series B-2 Preferred Stock shall be entitled to receive aratable portion of the Series B-2 Second Tier Distribution, based on theaggregate Unpaid Base Amount of each share of Series B-2 Preferred Stockheld by such holder, compared to the sum of the aggregate Unpaid Base Amount ofthe outstanding shares of Series B-2 Preferred Stock, in each case, as ofthe time of such Distribution; provided, that no holder shall receive aDistribution in respect of any share of Series B-2 Preferred Stockpursuant to this subparagraph B.2(b)(ii) of Article V to the extentsuch Distribution exceeds the Unpaid Base Amount of such share.  Distributions made pursuant to thissubparagraph B.2(b)(ii) of Article V to holders of Series B-2Preferred Stock shall constitute, with respect to outstanding shares of Series B-2Preferred Stock, a payment of the Base Amount.

 

----

####  

#### c.                                       After the required amount of a Distributionhas been made in full pursuant to paragraph B.2(a) and B.2(b) of Article V,the holders of Series A Preferred Stock and the holders of Class LCommon Stock shall, in the aggregate, be entitled to receive all or a portionof such Distribution in an amount equal to the sum of (i) the aggregateUnpaid Base Amount of the outstanding shares of Series A PIK Stock, (ii) theaggregate Unpaid Yield of the outstanding shares of Series A PreferredStock and (iii) the aggregate Unpaid Yield of the Class L CommonStock, each as of the time of such Distribution (such sum, the “Third TierAmount”), and no Distribution or any portion thereof shall be made underparagraphs B.2(d) or B.2(e) of Article V until the entire ThirdTier Amount as of the time of such Distribution has been paid in full.

####  

#### (i)                                     The holders of Series A Preferred Stockshall, in the aggregate, be entitled to a portion of any Distribution madepursuant to paragraph B.2(c) of Article V equal to the product of theamount of such Distribution multiplied by the quotient of (i) the sum ofthe aggregate Unpaid Base Amount of the outstanding shares of Series A PIKStock and the aggregate Unpaid Yield of the outstanding shares of Series APreferred Stock divided by (ii) the Third Tier Amount (such product, the “Series AThird Tier Distribution”).  Eachholder of Series A Preferred Stock shall be entitled to receive a ratableportion of the Series A Third Tier Distribution based on the sum of theaggregate Unpaid Base Amount of the Series A PIK Stock held by such holderplus the aggregate Unpaid Yield of the Series A Preferred Stock held bysuch holder, compared to sum of the aggregate Unpaid Base Amount of theoutstanding shares of Series A PIK Stock plus the aggregate Unpaid Yieldof the outstanding shares of Series A Preferred Stock, in each case, as ofthe time of such Distribution. Distributions made pursuant to this subparagraph B.2(c)(i) of Article Vto holders of Series A Preferred Stock shall constitute, with respect toeach outstanding share of Series A Preferred Stock (i) first apayment of Yield to the extent of the Unpaid Yield with respect to such shareand (ii) then a payment of the Base Amount of the Series A PIK Stock.

####  

#### (ii)                                  The holders of the outstanding shares of Class LCommon Stock shall, in the aggregate, be entitled to a portion of anyDistribution made pursuant to paragraph B.2(c) of Article V equal tothe product of the amount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Yield of the outstanding shares of Class L Common Stockdivided by (ii) the Third Tier Amount (such product, the “Class LThird Tier Distribution”).  Eachholder of Class L Common Stock shall be entitled to receive a ratableportion of the Class L Third Tier Distribution, based on the aggregateUnpaid Yield of the Class L Common Stock held by such holder, compared tothe aggregate Unpaid Yield of the outstanding shares of Class L CommonStock, in each case, as of the time of such Distribution.  Distributions made pursuant to thissubparagraph B.2(c)(ii) of Article V to holders of Class LCommon Stock shall constitute, with respect to outstanding shares of Class LCommon Stock, a payment of Yield.

####  

#### d.                                      After the required amount of a Distributionhas been made in full pursuant to paragraph B.2(a), B.2(b) and B.2(c) ofArticle V, the holders of Series A Preferred Stock and Class LCommon Stock shall, in the aggregate, be entitled to receive all or a portionof such Distribution in an amount equal to the sum of (i) the aggregateUnpaid Base Amount of the outstanding shares of Series A Preferred Stockand (ii) the aggregate Unpaid Base Amount of the outstanding shares of Class LCommon Stock, each as of the time of such Distribution (such sum, the “FourthTier Amount”), and no Distribution or any portion thereof shall be madeunder 

####  

----

####  

#### paragraph B.2(e) of Article V until the entire amount of theFourth Tier Amount as of the time of such Distribution has been paid in full.

####  

#### (i)                                     The holders of Series A Preferred Stockshall, in the aggregate, be entitled to a portion of any Distribution madepursuant to paragraph B.2(d) of Article V equal to the product of theamount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Base Amount of the outstanding shares of Series APreferred Stock divided by (ii) the Fourth Tier Amount (such product, the “Series AFourth Tier Distribution”).  Eachholder of Series A Preferred Stock shall be entitled to receive a ratableportion of the Series A Fourth Tier Distribution based on the aggregateUnpaid Base Amount of each share of Series A Preferred Stock held by suchholder, compared to the sum of the aggregate Unpaid Base Amount of theoutstanding shares of Series A Preferred Stock, in each case, as of thetime of such Distribution; provided, that no holder shall receive aDistribution in respect of any share of Series A Preferred Stock pursuantto this subparagraph B.2(d)(i) of Article V to the extent suchDistribution exceeds the Unpaid Base Amount of such share.  Distributions made pursuant to thissubparagraph B.2(d)(i) of Article V to holders of Series APreferred Stock shall constitute, with respect to the outstanding shares of Series APreferred Stock, a payment of the Base Amount.

####  

#### (ii)                                  The holders of the outstanding shares of Class LCommon Stock shall, in the aggregate, be entitled to a portion of anyDistribution made pursuant to paragraph B.2(d) of Article V equal tothe product of the amount of such Distribution multiplied by the quotient of (i) theaggregate Unpaid Base Amount of the outstanding shares of Class L CommonStock divided by (ii) the Fourth Tier Amount (such product, the “Class LFourth Tier Distribution”).  Eachholder of Class L Common Stock shall be entitled to receive a ratableportion of the Class L Fourth Tier Distribution, based on the aggregateUnpaid Base Amount of each share of Class L Common Stock held by suchholder, compared to the sum of the aggregate Unpaid Base Amount of theoutstanding shares of Class L Common Stock as of the time of such Distribution; provided, that no holder shallreceive a Distribution in respect of any share of Class L Common Stockpursuant to this subparagraph B.2(d)(ii) of Article V to the extentsuch Distribution exceeds the Unpaid Base Amount of such share.  Distributions made pursuant to thissubparagraph B.2(d)(ii) of Article V to holders of Class LCommon Stock shall constitute, with respect to outstanding shares of Class LCommon Stock, a payment of the Base Amount.

####  

#### e.                                       After the required amount of a Distributionhas been made pursuant to paragraphs B.2(a), B.2(b), B.2(c) and B.2(d) ofArticle V, the holders of Common Stock as a group shall be entitled toreceive the remaining portion of such Distribution (ratably among such holdersbased upon the number of shares of Common Stock held by each such holder as ofthe time of such Distribution).  Theholders of Class L Common Stock shall be entitled to participate inDistributions made pursuant to this paragraph B.2.(e) of Article Veven after the Unpaid Base Amount of such Class L Common Stock has beenreduced to zero ($0).  The Series APreferred Stock and Series B Preferred Stock shall not be entitled to anyportion of a Distribution made pursuant to this paragraph B.2(e) of Article V.

####  

### 3.                                       PIKStock.

###  

#### a.                                       Series APIK Stock.  With respect to Series APreferred Stock, if on any Dividend Payment Date the aggregate Unpaid Yield ofthe outstanding shares of Series A 

####  

----

####  

#### Preferred Stock isgreater than zero ($0) after giving effect to any Distribution made on orbefore such Dividend Payment Date, then the Board of Directors shall, unlessprohibited by law, declare and the Corporation shall pay on such DividendPayment Date a dividend on each share of Series A Preferred Stockoutstanding by issuing to each holder of Series A Preferred Stock suchnumber of shares (or fractional shares) of Series A Preferred Stock equalto the Unpaid Yield (with respect each share of Series A Preferred Stockheld by such holder and after giving effect to any such Distribution) dividedby the Base Amount of one share of Series A Preferred Stock.  Each such dividend on Series A PreferredStock shall be payable to the holders of Series A Preferred Stock as theyappear on the stock register of the Corporation on such record date as may befixed by the Board of Directors, which record date shall not be less than 10nor more than 60 days prior to the applicable Dividend Payment Date; providedhowever, that no issuance of Series A PIK Stock shall occur on anyDividend Payment Date until all Series B-1 PIK Stock has been issued onsuch date in accordance with paragraph B.3(b) of Article V.  Such stock so issued will have anIssue Date as of the Dividend Payment Date and will be validly issued, fullypaid and non-assessable.  Whenever adividend is paid in Series A PIK Stock, there shall be designated ascapital in respect of such shares an amount which is equal to the aggregate parvalue of the Series A PIK Stock issued as a dividend.

####  

#### b.                                      Series B-1PIK Stock.  With respect to Series B-1Preferred Stock, if on any Dividend Payment Date the aggregate Unpaid Yield ofthe outstanding shares of Series B-1 Preferred Stock is greater than zero($0) after giving effect to any Distribution made on or before such DividendPayment Date, then the Board of Directors shall, unless prohibited by law,declare and the Corporation shall pay on such Dividend Payment Date a dividendon each share of Series B-1 Preferred Stock outstanding by issuing to eachholder of Series B-1 Preferred Stock such number of shares (or fractionalshares) of Series B-1 Preferred Stock equal to the Unpaid Yield (withrespect to each share of Series B-1 Preferred Stock held by such holderand after giving effect to any such Distribution) divided by the Base Amount ofone share of Series B-1 Preferred Stock. Each such dividend on Series B-1 Preferred Stock shall be payableto the holders of Series B-1 Preferred Stock as they appear on the stockregister of the Corporation on such record date as may be fixed by the Board ofDirectors, which record date shall not be less than 10 nor more than 60 daysprior to the applicable Dividend Payment Date. Such stock so issued will have an Issue Date as of the Dividend PaymentDate and will be validly issued, fully paid and non-assessable.  Whenever a dividend is paid in Series B-1PIK Stock, there shall be designated as capital in respect of such shares anamount which is equal to the aggregate par value of the Series B-1 PIKStock issued as a dividend.

####  

### 4.                                       Cancellation of Series A Preferred Stockand Series B Preferred Stock.  At the time the Unpaid BaseAmount of any share of Series A Preferred Stock is reduced to zero ($0) orthe Unpaid Base Amount of any share of Series B Preferred Stock is reducedto zero ($0), such share of Series A Preferred Stock or Series BPreferred Stock, as the case may be, shall be cancelled and returned to theCorporation and shall no longer be outstanding for any purpose.  Each holder of certificates representing suchcancelled shares of Series A Preferred Stock or Series B PreferredStock, as the case may be, shall promptly surrender the certificate orcertificates representing any such shares of Series A Preferred Stock or Series BPreferred Stock, as the case may be, to the Corporation at its principaloffice, duly endorsed for transfer to the Corporation.  In the event that less than all of the sharesof Series A Preferred Stock or Series B 

###  

----

###  

### Preferred Stock, as the case may be, represented by any suchcertificate are cancelled, a new certificate shall be issued representing theshares that are not cancelled.

###  

### 5.                                       Voting Rights.

###  

#### a.                                       The holders of Series A Preferred Stockand Series B Preferred Stock shall not be entitled or permitted to vote onany matter required or permitted to be voted upon by the shareholders of theCorporation, except as otherwise required by the DGCL or this Certificate ofIncorporation and except that (A) without the written consent of theholders of a majority of the outstanding shares of Series A PreferredStock or the vote of the holders of a majority of the outstanding shares of Series APreferred Stock at a meeting of the holders of Series A Preferred Stockcalled for such purpose, the Corporation shall not (i) create, authorizeor issue any other class or series of stock entitled to a preference prior to Series APreferred Stock upon any Distribution, or increase the authorized amount of anysuch other class or series or (ii) amend, alter or repeal any provision ofthe this Certificate of Incorporation so as to adversely affect the relativerights and preferences of the Series A Preferred Stock, and (B) (i) withoutthe written consent of the holders of a majority of the outstanding shares of Series BPreferred Stock, voting together as a single series, or the vote of the holdersof a majority of the outstanding shares of Series B Preferred Stock,voting together as a single series, at a meeting of the holders of Series BPreferred Stock called for such purpose, the Corporation shall not (x) create,authorize or issue any other class or series of stock entitled to a preferenceprior to Series B Preferred Stock upon any Distribution, or increase theauthorized amount of any such other class or series, or (y) amend, alteror repeal any provision of this Certificate of Incorporation so as to adverselyaffect the relative rights and preferences of the Series B PreferredStock, (ii) without the written consent of the holders of a majority ofthe outstanding shares of Series B-1 Preferred Stock or the vote of theholders of a majority of the outstanding shares of Series B-1 PreferredStock at a meeting of the holders of Series B-1 Preferred Stock called forsuch purpose, the Corporation shall not amend, alter or repeal any provision ofthis Certificate of Incorporation so as to adversely affect the relative rightsand preferences of the Series B-1 Preferred Stock in a different mannerthan such amendment, alteration or repeal affects the relative rights andpreferences of the Series B-2 Preferred Stock or (iii) without thewritten consent of the holders of a majority of the outstanding shares of Series B-2Preferred Stock or the vote of the holders of a majority of the outstandingshares of Series B-2 Preferred Stock at a meeting of the holders of Series B-2Preferred Stock called for such purpose, the Corporation shall not amend, alteror repeal any provision of this Certificate of Incorporation so as to adverselyaffect the relative rights and preferences of the Series B-2 PreferredStock in a different manner than such amendment, alteration or repeal affectsthe relative rights and preferences of the Series B-1 PreferredStock.  In any case in which the holdersof Series A Preferred Stock shall be entitled to vote, each holder of Series APreferred Stock shall be entitled to one vote for each share of Series APreferred Stock (excluding Series A PIK Stock) held unless otherwiserequired by applicable law.  In any casein which the holders of Series B Preferred Stock shall be entitled tovote, each holder of Series B Preferred Stock shall be entitled to onevote for each share of Series B Preferred Stock (excluding Series B-1PIK Stock) held unless otherwise required by applicable law.

####  

#### b.                                      The holders of Class L Common Stock and Class ACommon Stock shall have the general right to vote for all purposes, includingthe election of directors, as provided by

 

----

 

#### law; providedhowever, that holders of Common Stock shallnot be entitled to vote on any amendment to this Certificate of Incorporationthat relates solely to the terms of any class or series of Preferred Stock anddoes not adversely affect or alter or change the rights, preferences orprivileges (including the relative rights, preferences or privileges) of theholders of Common Stock if the holder or holders of such affected series ofPreferred Stock are entitled, either separately or together with one or moresuch series, to vote thereon pursuant to this Certificate of Incorporation orthe DGCL.  Except as the DGCL or thisCertificate of Incorporation shall otherwise provide for separate class votes,on all matters on which the holders of Class L Common Stock and Class ACommon stock shall have the right to vote, such holders shall vote together asa single class.  Each holder of Class LCommon Stock and Class A Common Stock shall be entitled to one vote foreach share thereof held.  Without thewritten consent of the holders of a majority of the outstanding shares of Class LCommon Stock or the vote of the holders of a majority of the outstanding sharesof Class L Common Stock at a meeting of the holders of Class L CommonStock called for such purpose, the Corporation shall not (i) create,authorize or issue any other class or series of stock entitled to a preferenceprior to Class L Common Stock upon any Distribution, or increase theauthorized amount of any such other class or series or (ii) amend, alter orrepeal any provision of the Corporation’s Certificate of Incorporation so as toadversely affect the relative rights and preferences of the Class L CommonStock.

####  

### 6.                                       Approval Rights.  TheCorporation shall not (i) enter into any agreement which would result in,or consummate any transaction resulting in, a Change of Control or an InitialPublic Offering or (ii) amend this paragraph B.6 of Article V,without the prior written consent of each of (a) the holders of a majorityof the then outstanding shares of Series A Preferred and Class LCommon Stock, voting together as a single class, and (b) the holders of amajority of the then outstanding shares of Series B Preferred Stock,voting together as a single series.

###  

### 7.                                       Merger, etc.  In connection with any merger,consolidation, or recapitalization in which holders of Series A PreferredStock, Series B Preferred Stock, Class L Common Stock or Class ACommon Stock generally receive, or are given the opportunity to receive,consideration for their shares, all payments shall be made to the holders of Series APreferred Stock, Series B Preferred Stock, Class L Common Stock and Class ACommon Stock in the manner and in the priority set forth in paragraphs B.2(a),B.2(b), B.2(c), B.2(d) and B.2(e) of Article V hereof.

###  

### 8.                                       Reissuanceof Preferred Stock.  Shares of Series APreferred Stock and Series B Preferred Stock which have been issued andreacquired, purchased, redeemed or exchanged, in any manner, including sharescancelled and returned pursuant to paragraph B.4 of Article V, shall have the status of authorized andunissued shares of Preferred Stock and may be reissued as part of a new seriesof Preferred Stock to be created by resolution or resolutions of the Board ofDirectors or as part of any other series of Preferred Stock, all subject to theconditions or restrictions on issuance set forth in this Certificate ofIncorporation or in any resolution or resolutions adopted by the Board ofDirectors providing for the issuance of any shares of Preferred Stock.

###  

### 9.                                       Business Day.  Ifany payment shall be required by the terms hereof to be made on a day that isnot a Business Day, such payment shall be made on the immediately succeedingBusiness Day.

###  

----

###  

### 10.                                 Definitions.

###  

“Adopting Resolutions” has the meaning givento such term in paragraph A.4 of Article V hereof.

 

“Base Amount” shall be equal to (i) foreach share of Series A Preferred Stock (including Series A PIKStock), $237.50, (ii) for each share of Series B-1 Preferred Stock(including Series B-1 PIK Stock), $237.50, (iii) for each share of Series B-2Preferred Stock, $237.50, and (iv) for each share of Class L CommonStock, $237.50 (in each case as proportionally adjusted for all stock splits,stock dividends and other recapitalizations affecting the Series A PreferredStock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and Class LCommon Stock, respectively).

 

“Business Day” means any day except Saturday,Sunday or other day on which commercial banking institutions in New York Cityare authorized by law or executive order to close.

 

“Certificateof Incorporation” means this Second Amended and Restated Certificate ofIncorporation of the Corporation.

 

“Changeof Control” means (a) any liquidation, dissolution or windingup of the Corporation, whether voluntary or involuntary, (b) any sale ortransfer by the Corporation of all or substantially all of its assets on aconsolidated basis, (c) any consolidation, merger or reorganization of theCorporation with or into any other entity or entities as a result of which theholders of the Corporation’s outstanding capital stock possessing the votingpower (under ordinary circumstances) to elect a majority of the Corporation’sBoard of Directors immediately prior to such consolidation, merger orreorganization cease to own the outstanding capital stock of the survivingcorporation possessing the voting power (under ordinary circumstances) to electa majority of the surviving corporation’s board of directors or (d) anysale or transfer to any third party of shares of the Corporation’s capitalstock by the holders thereof as a result of which the holders of theCorporation’s outstanding capital stock possessing the voting power (underordinary circumstances) to elect a majority of the Corporation’s Board ofDirectors immediately prior to such sale or transfer cease to own theoutstanding capital stock of the Corporation possessing the voting power (underordinary circumstances) to elect a majority of the Corporation’s Board ofDirectors.

 

“Class ACommon Stock” has the meaning given to such term in Article IV hereof.

 

“Class LCommon Stock” has the meaning given to such term in Article IV hereof.

 

“Class LFourth Tier Distribution” has the meaning given to such term in paragraphB.2(d)(ii) of Article V hereof.

 

“Class LThird Tier Distribution” has the meaning given to such term in paragraphB.2(c)(ii) of Article V hereof.

 

----

 

“CommonStock” has the meaning given to such term in Article IV hereof.

 

“DGCL”has the meaning given to such term in Article III hereof.

 

“Distribution”means each distribution made by the Corporation to holders of capital stock,whether in cash, property, or securities of the Corporation and whether bydividend, liquidating distributions or otherwise; provided that none of thefollowing shall be a Distribution: (a) any dividend of PIK Stock, (b) anyredemption or repurchase by the Corporation of any capital stock held by anemployee, director, former employee or former director of the Corporation orany of its subsidiaries or (c) any recapitalization or exchange of anycapital stock, or any subdivision (by stock split, stock dividend or otherwise)or any combination (by stock split, stock dividend or otherwise) of anyoutstanding shares of capital stock. Each Distribution on Series A Preferred Stock, Series BPreferred Stock or Common Stock shall be payable to the holders of record of Series APreferred Stock, Series B Preferred Stock or Common Stock, respectively,as they appear on the stock register of the Corporation on such record date asmay be fixed by the Board of Directors.

 

“DividendPayment Date” means February 28, May 31, August 31 and November 30of each year, beginning with February 28, 2007.

 

“Exchange Act” means the Securities ExchangeAct of 1934, as amended and in effect from time to time, together with the rules andregulations promulgated thereunder.

 

“FirstTier Amount” has the meaning given to such term in paragraph B.2(a) ofArticle V hereof.

 

“Fourth Tier Amount” has the meaning given tosuch term in paragraph B.2(d) of Article V hereof.

 

“Initial Public Offering”means a sale of Common Stock in a bona fide, firm commitment underwritingregistered under the Securities Act.

 

“Issue Date”means, with respect to each share of Series A Preferred Stock, each shareof Series B-1 Preferred Stock, each share of Series B-2 PreferredStock and each share of Class L Common Stock, the date on which such sharewas initially issued by the Corporation regardless of the number of times atransfer of such share is made on the stock records maintained by or for theCorporation and regardless of the number of certificates that may be issued toevidence such share.

 

“PIKStock” means, collectively, Series A PIK Stock and Series B-1 PIKStock.

 

“Person”means an individual, a partnership, a corporation, a limited liability company,an association, a joint stock company, a trust, a joint venture, anunincorporated organization and a government or any branch, department, agency,political subdivision or official thereof.

 

“PreferredStock” has the meaning given to such term in Article IV hereof.

 

----

 

“SecondTier Amount” has the meaning given to such term in paragraph B.2(b) ofArticle V hereof.

 

“Securities Act” means the Securities Act of1933, as amended and in effect from time to time, together with the rules andregulations promulgated thereunder.

 

“Series AFourth Tier Distribution” has the meaning given to such term in paragraphB.2(d)(i) of Article V hereof.

 

“Series APIK Stock” means shares of Series A Preferred Stock that are paid as adividend to holders of Series A Preferred Stock pursuant to paragraph B.3(a) ofArticle V.

 

“Series APreferred Stock” has the meaning given to such term in paragraph B of Article Vhereof.

 

“Series AThird Tier Distribution” has the meaning given to such term in paragraphB.2(c)(i) of Article V hereof.

 

“Series BPreferred Stock” has the meaning given to such term in paragraph B of Article Vhereof.

 

“Series B-1 First Tier Distribution” hasthe meaning given to such term in paragraph B.2(a)(i) of Article Vhereof.

 

“Series B-1PIK Stock” means shares of Series B-1 Preferred Stock that are paid asa dividend to holders of Series B-1 Preferred Stock pursuant to paragraphB.3(b) of Article V.

 

“Series B-1Preferred Stock” has the meaning given to such term in paragraph B of Article Vhereof.

 

“Series B-1Second Tier Distribution” has the meaning given to such term in paragraphB.2(b)(i) of Article V hereof.

 

“Series B-2 First Tier Distribution” hasthe meaning given to such term in paragraph B.2(a)(ii) of Article Vhereof.

 

“Series B-2Preferred Stock” has the meaning given to such term in paragraph B of Article Vhereof.

 

“Series B-2 Second Tier Distribution”has the meaning given to such term in paragraph B.2(b)(ii) of Article Vhereof.

 

“Third Tier Amount” has the meaning given tosuch term in paragraph B.2(c) of Article V hereof.

 

“UnpaidBase Amount” (i) of any share of Series A Preferred Stock meansan amount equal to the excess, if any, of (a) the Base Amount of the Series APreferred Stock, over (b) the aggregate amount of Distributions made bythe Corporation that constitute a payment of 

 

----

 

BaseAmount of such share, (ii) of any share of Series B-1 Preferred Stockmeans an amount equal to the excess, if any, of (a) the Base Amount of theSeries B-1 Preferred Stock, over (b) the aggregate amount ofDistributions made by the Corporation that constitute a payment of Base Amountof such share, (iii) of any share of Series B-2 Preferred Stock meansan amount equal to the excess, if any, of (a) the Base Amount of the Series B-2Preferred Stock, over (b) the aggregate amount of Distributions made bythe Corporation that constitute a payment of Base Amount of such share, and (iv) ofany share of Class L Common Stock means an amount equal to the excess, ifany, of (a) the Base Amount of the Class L Common Stock, over (b) theaggregate amount of Distributions made by the Corporation that constitute apayment of Base Amount of such share.

 

“Unpaid Yield” means, (i) with respectto each share of Series A Preferred Stock, an amount equal to the excess,if any, of (a) the Yield accrued on such share since the most recentDividend Payment Date, over (b) the aggregate amount of Distributions madeby the Corporation since the most recent Dividend Payment Date that constitutepayment of Yield on such share, (ii) with respect to each share of Series B-1Preferred Stock, an amount equal to the excess, if any, of (a) the Yieldaccrued on such share since the most recent Dividend Payment Date, over (b) theaggregate amount of Distributions made by the Corporation since the most recentDividend Payment Date that constitute payment of Yield on such share, (iii) withrespect to each share of Series B-2 Preferred Stock, an amount equal tothe excess, if any, of (a) the aggregate Yield accrued on such share sincethe Issue Date, over (b) the aggregate amount of Distributions made by theCorporation that constitute payment of Yield on such share, and (iv) withrespect to each share of Class L Common Stock, an amount equal to theexcess, if any, of (a) the aggregate Yield accrued on such share since theIssue Date, over (b) the aggregate amount of Distributions made by theCorporation that constitute payment of Yield on such share.

 

“Yield”means, (i) with respect to each share of Series A Preferred Stock(including Series A PIK Stock), for the period beginning on the first dayafter a Dividend Payment Date and ending on the next Dividend Payment Date, theamount accruing on such share each day during such period that such share wasoutstanding at the rate of 14% per annum of such share’s Unpaid Base Amount, (ii) withrespect to each share of Series B-1 Preferred Stock (including Series B-1PIK Stock), for the period beginning on the first day after a Dividend PaymentDate and ending on the next Dividend Payment Date, the amount accruing on suchshare each day during such period that such share was outstanding at the rateof 19% per annum of such share’s Unpaid Base Amount, (iii) with respect toeach share of Series B-2 Preferred Stock, for the period beginning on thefirst day after a Dividend Payment Date and ending on the next Dividend PaymentDate, the amount accruing on such share each day during such period that suchshare was outstanding at the rate of 19% per annum of the sum of (a) suchshare’s Unpaid Base Amount, plus (b) Unpaid Yield thereon for all priorperiods, and (iv) with respect to each share of Class L Common Stock,for the period beginning on the first day after a Dividend Payment Date andending on the next Dividend Payment Date, the amount accruing on such shareeach day during such period that such share was outstanding at the rate of 14%per annum of the sum of (a) such share’s Unpaid Base Amount, plus (b) UnpaidYield thereon for all prior periods.  Incalculating the amount of any Distribution to be made during a period, theportion of the Yield of a share of Series A Preferred Stock, Series B-1Preferred Stock, Series B-2 Preferred Stock or Class L Common Stockfor such portion of such period elapsing before such Distribution is made shallbe taken into account.  Yield accruingduring any period less than one 

 

----

 

yearshall be computed on the basis of a 365-day year (or in the case of a leapyear, on the basis of a 366-day year) and the actual number of days elapsed inthe period during which such Yield accrues.

 

**ARTICLE VI**

 

BusinessCombinations with Interested Stockholders.  The Corporation elects not to be governed bysection 203 of the DGCL immediately upon filing of this certificate pursuant toDGCL section 203(b)(1).

 

**ARTICLE VII**

 

Bylaws.  The board of directors of the Corporation isauthorized to adopt, amend or repeal the bylaws of the Corporation, except asotherwise specifically provided therein.

 

**ARTICLE VIII**

 

Elections ofDirectors.  Electionsof directors need not be by written ballot unless the bylaws of the Corporationshall so provide.

 

**ARTICLE IX**

 

Right to Amend.  Subject to the DGCL and the rights of thestockholders contained herein to approve amendments, the Corporation reservesthe right to amend any provision contained in this Certificate of Incorporationas the same may from time to time be in effect in the manner now or hereafterprescribed by law, and all rights conferred on stockholders or others hereunderare subject to such reservation.

 

**ARTICLE X**

 

Indemnification.  The Corporation shall, to the full extentpermitted by Section 145 of the DGCL, indemnify all present and former directors and officers of theCorporation and each person who is or was serving at the request of theCorporation as an officer or director of another corporation, partnership,joint venture, trust or other enterprise; provided, however, that the Companyshall have no affirmative obligation pursuant to this Section of Article Xto take the actions permitted by subsections (f) and (g) of Section 145of the DGCL.

 

Advancement of Expenses.  In addition to theright to indemnification conferred above and to the fullest extent permitted bylaw, an indemnitee shall also have the right to be paid by the Corporation theexpenses (including attorney’s fees) incurred in defending a proceeding forwhich indemnification is to be provided by the Corporation pursuant to Section 145of the DGCL as set forth in the foregoing Section of Article X inadvance of its final disposition (hereinafter an “advancement of expenses”);provided, however, that, if the DGCL requires, an advancement of expensesincurred by an indemnitee in his or her capacity as a director or officer (andnot in any other capacity in which service was or is rendered by suchindemnitee, including, without limitation, service to an employee benefit plan)shall be made only upon delivery to the Corporation of an undertaking, by or onbehalf of such indemnitee, to repay all amounts so advanced if it shallultimately be determined by final judicial decision from 

 

----

 

which there is no furtherright to appeal that such indemnitee is not entitled to be indemnified for suchexpenses under this paragraph or otherwise.

 

Limitation on Liability.  The directors of theCorporation shall be entitled to the benefits of all limitations on theliability of directors generally that are now or hereafter become availableunder the DGCL.  Without limiting thegenerality of the foregoing, no director of the Corporation shall be liable tothe Corporation or its stockholders for monetary damages for breach offiduciary duty as a director, except for liability (a) for any breach ofthe director’s duty of loyalty to the Corporation or its stockholders, (b) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of law, (c) under Section 174 of the DGCL, or (d) forany transaction from which the director derived an improper personalbenefit.  Any repeal or modification ofthis Article X shall be prospective only, and shall not affect, to thedetriment of any director, any limitation on the personal liability of adirector of the Corporation existing at the time of such repeal ormodification.

 

Corporate Opportunity.  To the fullest extentpermitted by Section 122(17) of the DGCL, the Corporation, on behalf ofitself and its subsidiaries, renounces any interest or expectancy of theCorporation and its subsidiaries in, or in being offered an opportunity toparticipate in, business opportunities, that are from time to time presented toany of One Equity Partners II, L.P., OEP II Co-Investors, L.P., or OEP IIPartners Co-Invest, L.P. or any of their respective officers, directors,agents, stockholders, members, partners, affiliates and subsidiaries, even ifthe opportunity is one that the Corporation or its subsidiaries mightreasonably be deemed to have pursued or had the ability or desire to pursue ifgranted the opportunity to do so and no such person shall be liable to theCorporation or any of its subsidiaries for breach of any fiduciary or otherduty, as a director or officer or otherwise, by reason of the fact that suchperson pursues or acquires such business opportunity, directs such businessopportunity to another person or fails to present such business opportunity, orinformation regarding such business opportunity, to the Corporation or itssubsidiaries unless, in the case of any such person who is a director orofficer of the Corporation, such business opportunity is expressly offered tosuch director or officer in writing solely in his or her capacity as a directoror officer of the Corporation.  Anyperson purchasing or otherwise acquiring any interest in any shares of stock ofthe Corporation shall be deemed to have notice of and consented to theprovisions of this Article X. Neither the alteration, amendment or repeal of this Article X northe adoption of any provision of this Certificate of Incorporation inconsistentwith this Article X shall eliminate or reduce the effect of this Article Xin respect of any business opportunity first identified or any other matteroccurring, or any cause of action, suit or claim that, but for this Article X,would accrue or arise, prior to such alteration, amendment, repeal or adoption.

 

----

 

**STATE OF DELAWARE**

 

**CERTIFICATE OF CORRECTION**

 

**OF**

 

**NCO GROUP, INC.**

 

NCO Group, Inc., a corporation organized andexisting under and by virtue of the General Corporation Law of the State ofDelaware.

 

**DOES HEREBY CERTIFY**:

 

1.                                       The name of the Corporation is NCO Group, Inc.(the “Corporation”).

 

2.                                       That a Second Amended and RestatedCertificate of Incorporation (“Certificate”) was filed by the  Secretary of State of Delaware on December 8,2008 and that said Certificate requires correction as permitted by Section 103of the General Corporation Law of the State of Delaware.

 

3.                                       The inaccuracy or defect of said Certificateis as follows:

 

 In Article II of Exhibit Athe registered office and agent was listed incorrectly*.*

 

4.                                       Article II in Exhibit A of the Certificate ishereby corrected in its entirety to read as follows:

 

“ARTICLE II

 

Registered Office and Agent. The address of the Corporation’s registeredoffice in the State of Delawareis 1201 Market Street, Suite 800, Wilmington, Delaware 19801 County of New Castle. The name of theCorporation’s registered agent at such address is NCO Funding, Inc.”

 

INWITNESS WHEREOF, said Corporation has caused this Certificate of Correction tobe signed by an officer as of this 16th day of December, 2008.

 

 
|   | NCO  GROUP, INC. |
|--------|------------------|
|   |             |
|   | BY:              |   /s/John R.  Schwab |
|   | Name:            | John  R. Schwab |
|   | Title:           | Executive  Vice President, Finance, |
|   |             | Chief  Financial Officer, Treasurer and Assistant Secretary |
|        |                  |  |  |

 

----