Agreement of Resignation



 Exhibit 10.02 

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of April 8, 2010 by and among West Corporation, a
corporation duly organized and existing under the laws of the state of Delaware and having its principal office at 11808 Miracle Hills Drive, Omaha, NE 68154 (the “Issuer”), The Bank of New York Mellon, (“Prior Trustee”)
and The Bank of New York Mellon Trust Company, N.A. (the “Successor Trustee”). 
 RECITALS: 

WHEREAS, the Issuer and Prior Trustee entered into the Indenture, as supplemented, as described on Schedule A attached hereto (as
supplemented, the “Indenture”); 
 WHEREAS, the Issuer’s
9 1/2% senior notes due 2014 (the “Bonds”)
were originally authorized and issued under the Indenture; 
 WHEREAS, the Issuer desires to appoint Successor
Trustee as Trustee, Paying Agent and Registrar to succeed Prior Trustee in such capacities under the Indenture; and 

WHEREAS, Successor Trustee is willing to accept such appointment as Successor Trustee, Paying Agent and Registrar under the
Indenture; 
 NOW, THEREFORE, the Issuer, Prior Trustee and Successor Trustee, for and in consideration of the premises
of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: 

ARTICLE I 

THE PRIOR TRUSTEE 

SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture. 

SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of
Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture. Prior Trustee shall execute and deliver such further instruments and shall do such other things as
Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and
Registrar. 
  

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 ARTICLE II 

THE ISSUER 

SECTION 2.01 The Issuer hereby accepts the resignation of Prior Trustee as Trustee, Paying Agent and Registrar under the
Indenture. 
 SECTION 2.02 All conditions relating to the appointment of The Bank of New York as Successor Trustee,
Paying Agent and Registrar under the Indenture required to be completed by the Issuer have been met by the Issuer, and the Issuer hereby appoints Successor Trustee as Trustee, Paying Agent and Registrar under the Indenture with like effect as if
originally named as Trustee, Paying Agent and Registrar in the Indenture. 
 ARTICLE III 

THE SUCCESSOR TRUSTEE 

SECTION 3.01 Successor Trustee hereby represents and warrants to Prior Trustee and to the Issuer that Successor Trustee is not
disqualified to act as Trustee under the Indenture, including, without limitation, pursuant to Section 7.10 of the Indenture. 

SECTION 3.02 Successor Trustee hereby accepts its appointment as Successor Trustee, Paying Agent and Registrar under the Indenture
and accepts the rights, powers, duties and obligations of Prior Trustee as Trustee, Paying Agent and Registrar under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee, Paying Agent and
Registrar under the Indenture. Successor Trustee agrees to mail a notice of its succession to the Holders (as defined in the Indenture) pursuant to Section 7.08 of the Indenture. 

ARTICLE IV 

MISCELLANEOUS 

SECTION 4.01 This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening
of business on April 16, 2010. 
 SECTION 4.02 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. 
 SECTION 4.03 This Agreement may be executed in any number of counterparts
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation Appointment and Acceptance
to be duly executed and acknowledged all as of the day and year first above written. 
  

			
	West Corporation
	as Issuer
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	The Bank of New York Mellon,
	as Prior Trustee
		
	By:	 	 /s/ Christopher M. Greene

	Name:	 	Christopher M. Greene
	Title:	 	Vice President
	
	The Bank of New York Mellon Trust Company, N.A.
	as Successor Trustee
		
	By:	 	 /s/ Sharon McGrath

	Name:	 	Sharon McGrath
	Title:	 	Vice President


  

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 SCHEDULE A 

Indenture, dated as of October 24, 2006, among West Corporation, the Guarantors named on the Signature Pages thereto and The Bank of New York, as
Trustee, with respect to the 9 1/2% senior notes due 2014 
 Supplemental Indentures 

Supplemental Indenture, dated as of March 16, 2007, by and among CenterPost Communications, Inc., TeleVox Software, Incorporated, West At Home, LLC
and The Bank of New York 
 Supplemental Indenture, dated as of March 30, 2007, by and among SmartTalk, Inc. and The Bank of New York

 Supplemental Indenture, dated as of June 19, 2007, by and among Omnium Worldwide, Inc. and The Bank of New York 

Supplemental Indenture, dated as of August 15, 2007, by and among West Business Services Corporation, West Telemarketing Corporation and The Bank of
New York 
 Supplemental Indenture, dated as of June 12, 2008, by and among HBF Communications, Inc. and The Bank of New York 

Supplemental Indenture, dated as of February 20, 2009, by and among Intrado Information Systems Holdings, Inc., Intrado Command Systems, Inc.,
Geo911, Inc., Positron Public Safety Systems Corp., Masys Corporation, West Corporation, and The Bank of New York 
 Supplemental Indenture,
dated as of January 25, 2010, by and among Worldwide Asset Purchasing, LLC, Stream57 Corporation, West Corporation, and The Bank of New York Mellon 
  

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