Exhibit 10
AMENDMENT NO. 5 TO RECEIVABLES
PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 TO
RECEIVABLES PURCHASE AGREEMENT, dated as of December 9, 2005 (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 . The definition
of “ Liquidity Termination Date ” in the
Agreement is hereby amended and restated in its entirety to read as
follows:
“ Liquidity Termination
Date ” means December 8, 2006.
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
