Exhibit 10
AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT, dated as of January 20, 2006 (this“Amendment”), is by and among Convergys Funding Corporation (the“Seller”), Convergys Corporation, as initial servicer (the“Servicer”), Falcon Asset Securitization Corporation (“Falcon”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), and JPMorgan Chase Bank, N.A. as successor by merger to Bank One, NA, as successor by merger to Bank One, Michigan (together with Fifth Third and Falcon, the“Purchasers”), and as“Falcon Agent”and“Administrative Agent”.
W I T N E S S E T H:
WHEREAS,the Seller, the Servicer, the Purchasers, the Falcon Agent and the Administrative Agent are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of November 20, 2003 (as heretofore amended, the“Agreement”); and
WHEREAS,the parties wish to amend the Agreement as hereinafter forth;
NOW, THEREFORE,in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreement
2.Amendment. Section 2.7 of the Agreement is hereby amended and restated in its entirety to read as follows:
Section 2.7Clean Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller will have the right (after providing written notice to the Falcon Agent and Fifth Third in accordance with the Required Notice Period), at any time, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests (a “Clean-up Call”). The aggregate purchase price in respect thereof will be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase will be without representation, warranty or recourse of any kind by, on the part of, or against any of the Purchasers or Agents. Upon such payment in full of the Aggregate Unpaids following a Clean-up Call, this Agreement will terminate and be of no force and effect, except for provisions which expressly survive termination.
3.Absence of Amortization Event or Potential Amortization Event. In order to induce the Falcon Agent, the Administrative Agent and the Purchasers to enter into this Amendment, the Seller hereby represents and warrants to the Falcon Agent, the Administrative Agent and the Purchasers that, after giving effect to the amendment contained in Section 2
hereof, no Amortization Event or Potential Amortization Event exists and is continuing as of the Effective Date (as defined in Section 4 below) or as of the date of this Amendment.
4.Effective Date. This Amendment shall become retroactively effective as of January 20, 2006 (the“Effective Date”) upon (a) receipt by the Administrative Agent of counterparts hereof.
5.Ratification. Except as expressly modified hereby, the Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.
6.Reference to Agreement. From and after the Effective Date hereof, each reference in the Agreement to “this Agreement” or to “hereof”, “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement as amended by this Amendment.
7.Costs and Expenses. The Seller agrees to pay all costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Falcon Agent and the Purchasers) incurred in connection with the preparation, execution and delivery of this Amendment.
8.CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF OHIO.
9.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
<Signature pages follow>
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IN WITNESS WHEREOF,the Seller, the Servicer, the Purchasers, the Falcon and the Administrative Agent have executed this Amendment as of the date first above written.
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| CONVERGYS FUNDING CORPORATION |
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| By: | | /s/ DENNIS B. TAFFE |
| Name: | | Dennis B. Taffe |
| Title: | | Treasurer |
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| CONVERGYS CORPORATION |
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| By: | | /s/ DENNIS B. TAFFE |
| Name: | | Dennis B. Taffe |
| Title: | | Vice President and Treasurer |
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| FIFTH THIRD BANK,ASA PURCHASER |
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| By: | | |
| Name: | | |
| Title: | | |
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| FALCON ASSET SECURITIZATION CORPORATION,ASA PURCHASER |
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| BY: JPMORGAN CHASE BANK, N.A.,ITSATTORNEYINFACT |
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| By: | | |
| Name: | | |
| Title: | | |
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| JPMORGAN CHASE BANK, N.A.,INDIVIDUALLY,AS FALCON AGENTANDAS ADMINISTRATIVE AGENT |
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| By: | | |
| Name: | | |
| Title: | | |
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