0001193125-05-240709 Sample Contracts

AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • December 12th, 2005 • Convergys Corp • Services-computer integrated systems design • Ohio

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”.

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